Allied Capital 8-K 2010
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Allied Capital Corporation
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Item 1.01 Entry into a Material Definitive Agreement.
On March 2, 2010, Allied Capital Corporation ("Allied Capital") entered into Amendment No. 1 to the Second Amended and Restated Credit Agreement dated as of January 29, 2010 (the "Amendment"). Pursuant to the Amendment, Allied Capital is permitted to declare a one-time special cash dividend upon approval of the merger between Allied Capital and Ares Capital Corporation ("Ares Capital") in accordance with the Agreement and Plan of Merger dated as of October 26, 2009, among Ares Capital, ARCC Odyssey Corp. and Allied Capital (the "Merger") by the affirmative vote of the holders of two-thirds of the outstanding shares of Allied Capital common stock, so long as no default or event of default has occurred and is continuing or would result from the declaration and payment of the special dividend. Pursuant to the Amendment, the payment of the special dividend is contingent on the consummation of the Merger and may not exceed the lesser of $0.20 per share or $40 million.
Item 8.01 Other Events.
On March 3, 2010, Allied Capital announced its intention to declare a special dividend (the "Special Dividend") of $0.20 per share to Allied Capital stockholders in connection with the Merger.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.