defa14a
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. _ )
Filed by
the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
|
|
|
o
Preliminary Proxy Statement
|
|
o Confidential, for Use of the Commission Only (as |
|
|
permitted by Rule 14a-6(e)(2)) |
o Definitive Proxy Statement |
|
|
þ Definitive Additional Materials |
|
|
o Soliciting Material Pursuant to §240.14a-12 |
|
|
Allied
Capital Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
|
|
|
(1) Title of each class of securities to which transaction applies: |
|
|
|
|
|
|
|
|
|
|
|
(2) Aggregate number of securities to which transaction applies: |
|
|
|
|
|
|
|
|
|
|
|
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange
Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it
was determined): |
|
|
|
|
|
|
|
|
|
|
|
(4) Proposed maximum aggregate value of transaction: |
|
|
|
|
|
|
|
|
|
|
|
(5) Total fee paid: |
|
|
|
|
|
|
|
|
|
o
|
|
Fee paid previously with preliminary materials. |
|
|
|
o
|
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule and the date of its filing. |
|
|
|
|
|
(1) Amount previously paid: |
|
|
|
|
|
|
|
|
|
|
|
(2) Form, schedule or registration statement no.: |
|
|
|
|
|
|
|
|
|
|
|
(3) Filing party: |
|
|
|
|
|
|
|
|
|
|
|
(4) Date filed: |
|
|
|
|
|
|
Ares Capital and Allied Capital Schedule Conference Call to Discuss
The Progress To Date and The Anticipated Benefits Of Their Pending Merger
February 23, 2010 Washington, DC Ares Capital Corporation (Nasdaq: ARCC) and Allied Capital
Corporation (NYSE: ALD) announced today that they will host a joint conference call to discuss the
progress achieved to date and the anticipated benefits of the pending merger between the two
companies. The call will take place at 10:00 am (Eastern Standard Time) on Wednesday, March 3,
2010 and will include the senior management teams of both Ares Capital and Allied Capital.
All interested parties are welcome to attend the live webcast, which will be hosted through each
companys respective website www.arescapitalcorp.com and www.alliedcapital.com. Please visit
either web site to test your connection before the call. Investors can also access the conference
call via a toll free number by dialing 866-843-0890 approximately 15 minutes prior to the call.
International callers should dial 412-317-9250. All callers should reference the Ares Capital and
Allied Capital Conference Call to Discuss Pending Merger and the Participant Elite Entry #8807235
to join the conference.
An archived replay of the event will be available through March 26, 2010 by calling 877-344-7529
(international callers please dial 412-317-0088). Please reference passcode #438343. An archived
replay will also be available on both companies websites. For complete information about the
webcast/conference call and the replay, please visit www.arescapitalcorp.com or
www.alliedcapital.com, or call Allied Capital Investor Relations at (888) 818-5298.
About Ares Capital Corporation
Ares Capital Corporation is a specialty finance company that provides integrated debt and equity
financing solutions to U.S. middle-market companies. Ares Capital Corporation invests primarily in
first- and second-lien loans and mezzanine debt, which in some cases includes an equity component.
To a lesser extent, Ares Capital Corporation also makes equity investments. Ares Capital
Corporation is externally managed by Ares Capital Management LLC, an affiliate of Ares Management
LLC, an SEC registered investment advisor and alternative asset investment management firm with
approximately $33 billion of committed capital under management as of December 31, 2009. Ares
Capital Corporation is a closed-end, non-diversified management investment company that has elected
to be regulated as a Business Development Company under the Investment Company Act of 1940. For
additional information, please visit our website at www.arescapitalcorp.com.
About Allied Capital
Allied Capital (NYSE: ALD) is a business development company (BDC) that is regulated under the
Investment Company Act of 1940. Allied Capital invests long-term debt and equity capital in
middle-market businesses nationwide. Founded in 1958 and operating as a public company since 1960,
Allied Capital has been investing in the U.S. entrepreneurial economy for over 50 years. Allied
Capital has a diverse portfolio of investments in 92 companies across a variety of industries. For
more information, please visit www.alliedcapital.com, call Allied Capital investor relations
toll-free at (888) 818-5298, or e-mail us at ir@alliedcapital.com.
Forward-Looking Statements
Statements included herein and in the Joint Proxy Statement/Prospectus referred to below may
constitute forward-looking statements, which relate to future events or the future performance or
financial condition of Ares Capital or Allied Capital or the combined company following the merger.
Ares Capital and Allied Capital caution readers that any forward-looking information is not a
guarantee of future performance, condition or results and involves a number of risks and
uncertainties. Actual results and condition may differ materially from those in the forward-looking
statements as a result of a number of factors. Such forward-looking statements include, but are not
limited to, statements about the
benefits of the merger, including, among others, future financial and operating results, Ares
Capitals plans, objectives, expectations and intentions and other statements that are not
historical facts.
Factors that may affect future results and condition are described in Special Note Regarding
Forward-Looking Statements in the Joint Proxy Statement/Prospectus and in Ares Capitals and
Allied Capitals other filings with the SEC, each of which are available at the SECs web site
http://www.sec.gov or http://www.arescapitalcorp.com or http://www.alliedcapital.com, respectively.
Ares Capital and Allied Capital disclaim any obligation to update and revise statements made herein
or in the Joint Proxy Statement/Prospectus based on new information or otherwise.
Important Additional Information Filed with SEC
This Communication is being made in respect of the proposed business combination involving Ares
Capital and Allied Capital. In connection with the proposed transaction, Ares Capital has filed
with the SEC a Registration Statement on Form N-14 that includes proxy statements of Ares Capital
and Allied Capital and that also constitutes a prospectus of Ares Capital. On or around February
16, 2010, Ares Capital and Allied Capital began mailing the Joint Proxy Statement/Prospectus to
their respective stockholders of record as of the close of business on February 2, 2010. INVESTORS
AND SECURITY HOLDERS OF ARES CAPITAL AND ALLIED CAPITAL ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of the Registration Statement and
Joint Proxy Statement/Prospectus and other documents filed with the SEC by each of Ares Capital and
Allied Capital through the web site maintained by the SEC at www.sec.gov. Free copies of the
Registration Statement and Joint Proxy Statement/Prospectus and other documents filed with the SEC
can also be obtained on Ares Capital Corporations website at www.arescapitalcorp.com or on Allied
Capital Corporations website at www.alliedcapital.com, respectively.
Proxy Solicitation
Ares Capital, Allied Capital and their respective directors, executive officers and certain other
members of management and employees, including employees of Ares Capitals investment adviser Ares
Capital Management LLC and its affiliates, may be soliciting proxies from Ares Capital and Allied
Capital stockholders in favor of the acquisition. Information regarding the persons who may, under
the rules of the SEC, be considered participants in the solicitation of the Ares Capital and Allied
Capital stockholders in connection with the proposed acquisition is set forth in the Joint Proxy
Statement/Prospectus filed with the SEC. You can obtain a free copy of this document in the manner
set forth above.