UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  ________________  
FORM 8-K
  ________________  
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 23, 2016
   
________________

American Capital, Ltd.

(Exact name of registrant as specified in its charter)
________________  
DELAWARE
 
814-00149
 
52-1451377
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
2 Bethesda Metro Center, 14th Floor
Bethesda, MD 20814
(Address of principal executive offices, zip code)
Registrant ’ s telephone number, including area code: (301) 951-6122
N/A
(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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 







Item 8.01 Other Events
Press Release

On May 23, 2016, American Capital, Ltd. (“ACAS”) and Ares Capital Corporation (“ARCC”) issued a joint press release announcing the execution of that certain Agreement and Plan of Merger, dated May 23, 2016, by and among ACAS, ARCC, Orion Acquisition Sub, Inc., Ivy Hill Asset Management, L.P., Ivy Hill Asset Management GP, LLC, American Capital Asset Management, LLC and, solely with respect to certain provisions of such agreement, Ares Capital Management LLC., under which ARCC will acquire ACAS, excluding American Capital Mortgage Management, LLC. In a separate transaction, ACAS also announced today that it is selling American Capital Mortgage Management, LLC to American Capital Agency Corp. The full text of the joint press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Investor Presentation

ARCC has prepared an investor presentation for use at a joint conference to be held with ACAS on May 23, 2016. A copy of the investor presentation is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No.
 
Description
 
 
 
99.1
 
Press Release, dated May 23, 2016

99.2
 
Investor Presentation, dated May 23, 2016






SIGNATURE
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.  
 
 
AMERICAN CAPITAL, LTD.
Dated: May 23, 2016
 
By:
 
/s/ Samuel A. Flax
 
 
 
 
Samuel A. Flax
 
 
 
 
Executive Vice President, General Counsel and Secretary



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