Filed by Ares Capital Corporation
Pursuant to Rule 425 under the Securities Act of 1933 and
deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: Allied Capital Corp.
Commission File No. 333-163760
SPECIAL MEETING OF STOCKHOLDERS
March 26, 2010
QUESTIONS & ANSWERS
Bennett
Rosenthal
Chairman of the Board
Dear Stockholder:
On October 26, 2009, Ares Capital Corporation, or "Ares Capital," and Allied Capital Corporation, or "Allied Capital," announced a strategic business combination of Ares Capital and Allied Capital effected through a merger of Allied Capital into one of Ares Capital's wholly owned subsidiaries.
If the merger is completed, holders of Allied Capital common stock will have a right to receive 0.325 shares of Ares Capital common stock for each share of Allied Capital common stock held immediately prior to such merger. In connection with such merger, Ares Capital expects to issue a maximum of approximately 58.3 million shares of its common stock (assuming that holders of all "in-the-money" Allied Capital stock options elect to be cashed out), subject to adjustment in certain limited circumstances.
The pending transaction has been approved unanimously by Ares Capital's board of directors, including its independent directors. At the special meeting of stockholders, Ares Capital stockholders are being asked to vote on a proposal to approve the issuance of Ares Capital common stock in connection with the merger and a proposal to approve the adjournment of the Ares Capital special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Ares Capital special meeting to approve the foregoing proposal. While there can be no assurance as to the exact timing, or that the merger will be completed at all, we are working to complete the merger in the first quarter of 2010.
The Questions and Answers and other information in this pamphlet highlight certain information about the merger and what it will mean to Ares Capital stockholders. This Q&A pamphlet is not intended to be a full explanation of the merger and the proposals to be voted on at the Ares Capital special meeting. I urge you to carefully read the accompanying Proxy Statement/Prospectus in which the transaction and other important information is described in more detail.
Once you have had an opportunity to read the accompanying Proxy Statement/Prospectus, I urge you to vote "FOR" the share issuance proposal and "FOR" the adjournment proposal by signing, dating and mailing your enclosed proxy card using the postage-paid envelope provided. Internet and telephone voting are also available. Please follow the instructions on your enclosed proxy card.
Your vote is important, regardless of the number of shares you own, so please vote your shares today.
Sincerely,
Bennett Rosenthal
Chairman of the Board of Directors
Ares Capital Corporation
Special Meeting of Stockholders at a Glance
Date: | March 26, 2010 | |
Time: | 3:00 p.m., Eastern Time | |
Location: | The Westin Grand, 2350 M Street Northwest, Washington, D.C., United States 20037 |
HOW TO VOTE |
1. | By Proxy: Sign, date and promptly mail the enclosed proxy card in the postage-paid envelope provided; | |||||
2. |
By Internet: Please follow the simple instructions on your enclosed proxy card; or |
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3. |
By Phone: Please follow the simple instructions on your enclosed proxy card. |
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You may also attend the Ares Capital special meeting and vote in person. If your broker holds your shares, please bring a letter from your broker identifying you as the beneficial owner of the shares and authorizing you to vote your shares at the Ares Capital special meeting.
PLEASE ACT TODAY |
Ares Capital Corporation
Special Meeting of Stockholders
Questions and Answers for Stockholders
Q: Why am I receiving these materials?
Q: What am I being asked to vote on?
Q: Who is entitled to vote at the Ares Capital special meeting of stockholders?
Q: What Ares Capital stockholder vote is required to approve the issuance of Ares Capital common stock in connection with the merger?
Q: Does Ares Capital's board of directors recommend approval of the issuance of Ares Capital common stock in connection with the merger and the proposal to adjourn the Ares Capital special meeting if necessary?
Q: Why does Ares Capital believe that the merger is in the best interests of Ares Capital stockholders?
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Certain material factors considered by Ares Capital's board of directors, including its independent directors, included, among others:
Q: Did the board of directors of Ares Capital receive an opinion from a financial advisor regarding the exchange ratio?
Q: Will I receive dividends after the merger?
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by Ares Capital's board of directors and depend on Ares Capital's cash requirements, its financial condition and earnings, contractual restrictions, legal and regulatory considerations and other factors.
The following table sets forth, for each fiscal quarter during the last two fiscal years and the current fiscal year, the dividends and distributions declared by Ares Capital:
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Cash Dividend/ Distribution Per Share(1) |
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Year ended December 31, 2008 |
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First quarter |
$ | 0.42 | ||
Second quarter |
$ | 0.42 | ||
Third quarter |
$ | 0.42 | ||
Fourth quarter |
$ | 0.42 | ||
Year ended December 31, 2009 |
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First quarter |
$ | 0.42 | ||
Second quarter |
$ | 0.35 | ||
Third quarter |
$ | 0.35 | ||
Fourth quarter |
$ | 0.35 | ||
Year ending December 31, 2010 |
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First quarter |
(2) |
(1) Represents the dividend or distribution declared in the relevant quarter.
(2) As of the date hereof, no dividend has been declared for this quarter.
Q: If my shares are held in "street name" by my broker, banker or nominee will my broker vote my shares for me?
For this reason, you should provide your broker with instructions on how to vote your shares or arrange to attend the Ares Capital special meeting and vote your shares in person. With respect to the proposal to approve the issuance of shares of Ares Capital common stock in connection with the merger, broker shares for which written authority to vote has not been obtained will not be treated as votes cast on the matter and will have no effect on the vote on such proposal. Stockholders are urged to authorize proxies by telephone or the Internet if their broker has provided them with the opportunity to do so. See your voting instruction form for details.
If your broker holds your shares and you attend the Ares Capital special meeting in person, please bring a letter from your broker identifying you as the beneficial owner of the shares and authorizing you to vote your shares at the Ares Capital special meeting.
Q: Can I access the Registration Statement, Proxy Statement/Prospectus and other documents filed with the SEC by Ares Capital online?
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Q: Whom should I contact if I have questions?
D. F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Toll-Free: 1-800-967-7635
Call-Collect: 1-212-269-5550
FORWARD-LOOKING STATEMENTS
Statements included herein and in the accompanying Proxy Statement/Prospectus 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 Capital's plans, objectives, expectations and intentions and other statements that are not historical facts.
The following factors, among others, could cause actual results to differ materially from those set forth in the forward-looking statements: the failure of Ares Capital stockholders and Allied Capital stockholders to approve the transaction; the risk that the businesses will not be integrated successfully; and disruption from the transaction making it more difficult to maintain relationships with Ares Capital's and Allied Capital's private equity sponsors. Additional factors that may affect future results and condition are described in "Special Note Regarding Forward-Looking Statements" in the Proxy Statement/Prospectus and in Ares Capital's and Allied Capital's other filings with the SEC, each of which are available at the SEC's 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 Proxy Statement/Prospectus based on new information or otherwise.
IMPORTANT ADDITIONAL INFORMATION
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 the accompanying Proxy Statement/Prospectus. On or around February 16, 2010, Ares Capital and Allied Capital began mailing the 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 PROXY STATEMENT/PROSPECTUS CAREFULLY IN ITS ENTIRETY BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. INVESTORS AND SECURITY HOLDERS OF ARES CAPITAL AND ALLIED CAPITAL ARE ALSO URGED TO READ ANY OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL ALSO CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders can obtain free copies of the Registration Statement and the 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 the Proxy Statement/Prospectus and other documents filed with the SEC can also be obtained on Ares Capital's website at www.arescapitalcorp.com and on Allied Capital's website at www.alliedcapital.com.
PROXY SOLICITATION
Ares Capital, Allied Capital and their respective directors, executive officers and certain other members of management and employees 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 accompanying Proxy Statement/Prospectus, which was also filed with the SEC. You can obtain a free copy of this document in the manner set forth above.
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Your Vote is Extremely ImportantPlease Vote Today
Vote "FOR" the Share Issuance Proposal
and
Vote "FOR" the Adjournment Proposal
Ares Capital Corporation 280 Park Avenue 22nd Floor, Building East New York, NY 10017 (212) 750-7300 |