AMERICAN CAPITAL, LTD 8-K 2006
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 9, 2006
American Capital Strategies, Ltd.
(Exact name of registrant as specified in its charter)
2 Bethesda Metro Center, 14th Floor Bethesda, MD 20814
(Address of principal executive offices, zip code)
Registrants telephone number, including area code: (301) 951-6122
(Former name or former address, if changed since last report)
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:
Item 1.01. Entry Into a Material Definitive Agreement.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
On February 9, 2006, American Capital Strategies, Ltd. (American Capital) issued and sold an aggregate 14 million Euros and 3 million Sterling of senior unsecured five-year notes to accredited investors in a private placement pursuant to a Note Purchase Agreement (the Agreement), by and among American Capital, The Prudential Assurance Company Limited (PAC), Panther CDO III B.V. and Panther CDO I B.V. The unsecured notes consist of 14 million Euros of Senior Notes, Series 2006-A, and 3 million Sterling of Senior Notes, Series 2006-B. The Series 2006-A notes have a fixed interest rate of 5.177% and mature on February 9, 2011. The Series 2006-B notes have a fixed interest rate of 6.565% and mature on February 9, 2011. Bear, Stearns International Limited was an arranger in the transaction.
The Agreement contains customary default provisions, as well as the following default provisions: a cross-default on American Capitals debt of $15 million or more, a minimum net worth requirement of approximately $1.1 billion plus seventy-five percent (75%) of any new equity, and a default triggered by a change in control. Upon the occurrence and during the continuation of an event of default under the Agreement, the notes may become immediately due and payable, either automatically, by declaration of holders of more than 50% in principal amount of the notes at the time outstanding, or, in certain circumstances, by any holder or holders of the notes at the time outstanding affected by such event of default.
Item 9.01. Financial Statements and Exhibits.
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.