SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)
Allied Capital Corporation
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(Name of Issuer)
Common Stock, $0.0001 par value
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(Title of Class of Securities))
01903Q108
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(CUSIP NUMBER)
Paul Leary
c/o Centaurus Capital Ltd
33 Cavendish Square
London, UK W1G OPW
Tel: +44 (0) 20 7852 3830
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(Name, address and telephone number of person
authorized to receive notices and communications)
February 25, 2010
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(Date of event which requires filing of this statement))
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 10 Pages)
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The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 01903Q108 13D Page 2 of 10 Pages
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(1) NAME OF REPORTING PERSONS
Centaurus Capital LP
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [x]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (see instructions)
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
9,510,887
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
9,510,887
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
9,510,887
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ]
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(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.3%
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(14) TYPE OF REPORTING PERSON (see instructions)
PN
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CUSIP No. 01903Q108 13D Page 3 of 10 Pages
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(1) NAME OF REPORTING PERSONS
Centaurus Capital Limited
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [x]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (see instructions)
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
9,510,887
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
9,510,887
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
9,510,887
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ]
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(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
5.3%
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(14) TYPE OF REPORTING PERSON (see instructions)
CO
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CUSIP No. 01903Q108 13D Page 4 of 10 Pages
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Item 1. Security and Issuer.
This statement relates to the ordinary shares, par value $0.0001 per share
(the "Shares"), of Allied Capital Corporation, a Maryland corporation (the
"Company"). The Company's principal executive offices are located at 1919
Pennsylvania Avenue NW, Washington, D.C., 20006.
Item 2. Identity and Background.
(a) This Statement is filed by:
(i) Centaurus Capital LP, a limited partnership organized under the
laws of the United Kingdom ("Centaurus"), which serves as investment manager to
Centaurus International Risk Arbitrage Master Fund Limited ("CIRAF"),
Centaurus/Lyxor International Risk Arbitrage Fund Limited ("Lyxor"), Centaurus
Small and Mid Cap International Risk Arbitrage Master Fund Limited ("SMax" and
together with CIRAF and Lyxor, the "Funds"), with respect to the Shares directly
owned by the Funds; and
(ii) Centaurus Capital Limited, a corporation organized under the
laws of the United Kingdom ("CCL"), which serves as the general partner to
Centaurus, with respect to the Shares owned by the Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the
"Reporting Persons."
(b) The address of the principal business and principal office of Centaurus
and CCL is 33 Cavendish Square, 16th Floor, London, W1G OPW, United Kingdom.
(c) The principal business of each of the Reporting Persons is the
management of investment funds and activities related thereto.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was, or is subject to, a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
(f) Centaurus is a limited partnership organized under the laws of the
United Kingdom. CCL is a corporation organized under the laws of the United
Kingdom.
Schedule A attached hereto sets forth the information required by Instruction C
of the instructions to Schedule 13D.
CUSIP No. 01903Q108 13D Page 5 of 10 Pages
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Item 3. Source and Amount of Funds and Other Consideration.
The Shares purchased were acquired with working capital of the Funds in open
market transactions at an aggregate cost (excluding commissions, if any) of
approximately $40,300,000.
Item 4. Purpose of the Transaction.
The Reporting Persons acquired the Shares for investment purposes in the
ordinary course of business, because they believed that the Shares, when
purchased, were undervalued and represented an attractive investment
opportunity.
On February 8, 2010, the Reporting Persons sent a letter to the Company
expressing its opinions with regards to Ares Capital Corporation's offer to buy
the Company. The Reporting Persons believe that the offer, under its current
form, does not represent the best interest of the Company's shareholders as it
does not reflect either the strategic M&A value of the Company or its standalone
future growth prospects. A copy of the letter is attached hereto as Exhibit 2
and is incorporated herein by reference.
The Reporting Persons intend to review their investment in the Company on a
continuing basis and have engaged and will continue to engage in discussions
with management of the Company, the board of directors of the Issuer (the
"Board"), other shareholders of the Company and/or other relevant parties
concerning matters with respect to the Reporting Persons' investment in the
Shares, including, without limitation, the present merger plans with Ares
Capital Corporation, business, operations, governance, management and long-term
strategy of the Company.
Except as set forth herein or as would occur upon completion of any of the
actions discussed herein, the Reporting Persons have no present plan or proposal
that would relate to or result in any of the matters set forth in subparagraphs
(a)-(j) of Item 4 of Schedule 13D. Depending on various factors, including,
without limitation, the outcome of any discussions referenced above, the
Company's financial position and strategic direction, actions taken by the
Board, price levels of the Shares, other investment opportunities available to
the Reporting Persons, conditions in the securities market and general economic
and industry conditions, the Reporting Persons may in the future take such
actions with respect to its investment in the Company as it deems appropriate,
including, without limitation, purchasing additional Shares, selling some or all
of its Shares, engaging in short selling of or any hedging or similar
transactions with respect to the Shares, voting for or against and expressing
support for or against any proposals of the Board or other shareholders of the
Company and/or otherwise changing their intention with respect to any and all
matters referred to in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
A. Centaurus Capital LP
(a) As of the date hereof, Centaurus may be deemed the
beneficial owner of 9,510,887 Shares held by the Funds.
Percentage: Approximately 5.3% as of the date hereof. The
percentages used herein and in the rest of the Schedule 13D
are calculated based upon 179,940,040 Shares outstanding,
which reflects the number of Shares outstanding, as of
February 25, 2010, as reported in the Issuer's Form 10-K
filed on February 26, 2010.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
See item (a) above.
(c) The transactions in the Shares within the last sixty days,
which were all in the open market unless otherwise noted,
CUSIP No. 01903Q108 13D Page 6 of 10 Pages
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are set forth in Schedule B, and are incorporated herein by
reference.
(d) No person other than the Reporting Persons and the Funds are
known to have the right to receive, or the power to direct
the receipt of dividends from, or proceeds from the sale of,
such shares of the Shares.
(e) Not applicable.
B. Centaurus Capital Limited.
(a) As of the date hereof, CCL, as the General Partner of
Centaurus, may be deemed the beneficial owner of the
9,510,887 Shares held by the Funds.
Percentage: Approximately 5.3% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
See item (a) above.
(c) The transactions in the Shares within the last sixty days,
which were all in the open market unless otherwise noted,
are set forth in Schedule B, and are incorporated herein by
reference.
(d) No person other than the Reporting Persons and the Funds are
known to have the right to receive, or the power to direct
the receipt of dividends from, or proceeds from the sale of,
such shares of the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Other than the Joint Filing Agreement attached as Exhibit 1 hereto, there
are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 hereof and between such persons and
any person with respect to any securities of the Company, including but not
limited to transfer or voting of any other securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
divisions of profits or loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1: Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Act.
Exhibit 2: Letter to the Issuer dated February 8, 2010.
CUSIP No. 01903Q108 13D Page 7 of 10 Pages
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: March 3, 2010
CENTAURUS CAPITAL LP CENTAURUS CAPITAL LIMITED
By: Centaurus Capital Limited,
its General Partner
By: /s/ Paul Leary
--------------------------------
Name: Paul Leary By: /s/ Paul Leary
Title Director -------------------------------
Name: Paul Leary
Title Director
CUSIP No. 01903Q108 13D Page 8 of 10 Pages
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Schedule A
DIRECTORS AND EXECUTIVE OFFICERS OF CERTAIN REPORTING PERSONS
The following sets forth the name, position, address, principal
occupation and citizenship of each director and executive officer of the
applicable Reporting Persons (the "Instruction C Persons"). To the best of the
Reporting Persons' knowledge, (i) none of the Instruction C Persons during the
last five years has been convicted in a criminal proceeding (excluding traffic
violations or other similar misdemeanors) or been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws and (ii) none of the Instruction C Persons owns any Shares or is party
to any contract or agreement as would require disclosure in this Schedule 13D.
CENTAURUS CAPITAL LIMITED
Bernard Oppetit serves as director and Chairman of CCL. His business address is
33 Cavendish Square, 16th Floor, London, W1G OPW, United Kingdom. His principal
occupation is serving as Chairman of CCL. Mr. Oppetit is a citizen of France.
Randel Freeman serves as director and Chief Investment Officer of CCL. His
business address is 33 Cavendish Square, 16th Floor, London, W1G OPW, United
Kingdom. His principal occupation is serving as Chief Investment Officer of CCL.
Mr. Freeman is a citizen of the United States.
Paul Leary serves as director and Chief Operation of Officer of CCL. His
business address is 33 Cavendish Square, 16th Floor, London, W1G OPW, United
Kingdom. His principal occupation is serving as Chief Operations Officer of CCL.
Mr. Leery is a citizen of the United Kingdom.
Cecilia McAnulty serves as director of CCL. Her business address is 33 Cavendish
Square, 16th Floor, London, W1G OPW, United Kingdom. Her principal occupation is
serving as Head of Credit of CCL. Ms. McAnulty is a citizen of the United
Kingdom.
CUSIP No. 01903Q108 13D Page 9 of 10 Pages
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Schedule B
TRANSACTIONS IN THE SHARES BY THE REPORTING PERSON DURING THE PAST 60 DAYS
Unless otherwise indicated, all trades were effected in the open market through
brokers.
Centaurus International Risk Arbitrage Master Fund Limited
DATE TRANSACTION TYPE NUMBER OF SHARES PRICE PER SHARE ($)*
---- ---------------- ---------------- --------------------
01/20/10 Purchase 791,100.00 4.45
01/21/10 Purchase 483,587.00 4.29
01/22/10 Purchase 571,935.00 4.21
01/25/10 Purchase 605,983.00 4.21
01/26/10 Purchase 51,988.00 4.17
01/27/10 Purchase 331,382.00 4.30
01/27/10 Purchase 54,502.00 4.32
01/28/10 Purchase 907,418.00 4.29
01/28/10 Purchase 52,040.00 4.29
01/29/10 Purchase 649,770.00 4.26
02/01/10 Purchase 673,818.00 4.22
02/16/10 Purchase 101,583.00 4.01
02/17/10 Purchase 13,362.00 4.02
02/17/10 Purchase 7,713.00 4.02
02/18/10 Purchase 600,486.00 4.11
02/19/10 Purchase 94,460.00 4.12
02/22/10 Purchase 352,608.00 4.20
02/23/10 Purchase 394,693.00 4.15
02/25/10 Purchase 108,764.00 4.12
03/01/10 Purchase 472,600 4.23
03/02/10 Purchase 19,700 4.25
Centaurus/Lyxor International Risk Arbitrage Fund Limited
DATE TRANSACTION TYPE NUMBER OF SHARES PRICE PER SHARE ($)*
---- ---------------- ---------------- --------------------
01/20/10 Purchase 208,900.00 4.45
01/21/10 Purchase 127,697.00 4.29
01/22/10 Purchase 151,026.00 4.21
01/25/10 Purchase 160,017.00 4.21
01/26/10 Purchase 13,728.00 4.17
01/27/10 Purchase 14,188.00 4.36
01/27/10 Purchase 89,367.00 4.30
01/27/10 Purchase 14,698.00 4.32
01/28/10 Purchase 240,117.00 4.29
01/28/10 Purchase 14,034.00 4.29
01/29/10 Purchase 175,230.00 4.26
02/01/10 Purchase 181,714.00 4.22
02/05/10 Sale (100,957.00) 3.73
02/11/10 Purchase 35,047.00 3.85
02/16/10 Purchase 26,017.00 4.01
02/17/10 Purchase 46,548.00 4.04
02/17/10 Purchase 3,538.00 4.02
02/17/10 Purchase 2,087.00 4.02
02/18/10 Purchase 159,045.00 4.11
02/19/10 Purchase 25,018.00 4.12
02/22/10 Purchase 93,392.00 4.20
CUSIP No. 01903Q108 13D Page 9 of 10 Pages
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02/23/10 Purchase 104,538.00 4.15
02/24/10 Purchase 9,970.00 4.10
02/25/10 Purchase 29,436.00 4.12
Centaurus Small and Mid Cap International Risk Arbitrage Master Fund Limited
DATE TRANSACTION TYPE NUMBER OF SHARES PRICE PER SHARE ($)*
---- ---------------- ---------------- --------------------
02/08/10 Purchase 121,800.00 3.81
02/09/10 Purchase 6,600.00 3.77
02/12/10 Purchase 21,600.00 3.88
02/16/10 Purchase 165,000.00 3.99
02/22/10 Purchase 32,000.00 4.19
* Including commissions.
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13D-1(k)1
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13D shall be filed on behalf of each of
the undersigned without the necessity of filing additional joint filing
agreements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments and for the completeness and accuracy of the
information concerning him or it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that he or it knows or has reason to believe that such
information is inaccurate.
Dated: March 3, 2010
CENTAURUS CAPITAL LP CENTAURUS CAPITAL LIMITED
By: Centaurus Capital Limited,
its General Partner
By: /s/ Paul Leary
--------------------------------
Name: Paul Leary By: /s/ Paul Leary
Title Director -------------------------------
Name: Paul Leary