Filing Details

The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned ("Amendment No. 6").  This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On May 23, 2016, Elliott and Elliott International entered into a Stockholder Voting and Support Agreement (the "Support Agreement") with Ares Capital Corporation ("Ares") in connection with a proposed acquisition of the Issuer (the "Acquisition") by Ares pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement").  Under the Support Agreement, Elliott and Elliott International agreed, among other things, to vote all shares of Common Stock they beneficially own (i) in favor of the adoption of the Merger Agreement and approval of the Acquisition, (ii) in favor of each action contemplated by the Merger Agreement with respect to which stockholder approval is required thereunder and in favor of the say-on-pay vote in connection with the Acquisition, provided that if Institutional Shareholder Services Inc. or Glass Lewis & Co., LLC recommends otherwise Elliott and Elliott International may vote in their sole discretion with respect to the say-on-pay vote and any other compensation-related proposal, (iii) against any proposal or action that would constitute a breach of the Merger Agreement, or otherwise impede, interfere with, delay, postpone or adversely affect the Acquisition and (iv) against any Competing Proposal (as defined under the Merger Agreement).  Elliott and Elliott International also agreed to certain transfer restrictions regarding the shares of Common Stock they beneficially own, and not to bring certain claims against the Issuer and the Board in connection with the Merger Agreement and the Acquisition.  The Support Agreement will expire upon the earliest of (i) the closing of the Acquisition, (ii) the termination of the Merger Agreement, (iii) the date of any amendment, modification or supplement to the Merger Agreement that (x) materially and adversely affects the economic interest of the stockholders of the Issuer or (y) otherwise decreases the consideration or changes the form of consideration payable to the stockholders of the Issuer (iv) May 23, 2017, and (v) the mutual agreement of the parties.

On May 23, 2016, the Reporting Persons entered into a Letter Agreement (the "Letter Agreement") with the Issuer in connection with the Acquisition, the Merger Agreement and the Support Agreement.  Under the Letter Agreement, the parties agreed to use their reasonable best efforts (commencing at 4:00 pm Eastern Time on May 27, 2016 and with a target of completing such discussions by 8:00 am Eastern Time on June 6, 2016) to enter into an agreement providing, among other things, (i) that in the event the Acquisition is terminated for any reason (a "Termination Event"), the Issuer will, as promptly as practicable, appoint four individuals to the Board, one selected by the Reporting Persons and three mutually agreed upon by the Issuer and the Reporting Persons, to replace four incumbent directors, (ii) the new directors will be appointed to appropriate committees of the Board promptly following their appointment to the Board, (iii) the Issuer will nominate the new directors for election at the Issuer's 2017 annual meeting of stockholders, (iv) a new Chairman of the Board (other than the incumbent) will be selected and (v) for customary standstill, voting and mutual non-disparagement provisions.  The Reporting Persons also agreed that, provided a Termination Event has not occurred, they will vote all shares of Common Stock they beneficially own in favor of the slate of directors nominated by the Board at the Issuer's 2016 annual meeting of stockholders.  The Issuer further agreed to reimburse the Reporting Persons for up to $3.0 million in expenses, with $1.5 million paid within five calendar days after the execution of the Support Agreement and $1.5 million paid upon the earlier of a Termination Event or the closing of the Acquisition.  The Letter Agreement also included a mutual non-disparagement provision.

The descriptions of the Support Agreement and the Letter Agreement above are qualified in their entirety by reference to the full text of such agreements, which are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On May 23, 2016, Elliott, Elliott International and Ares entered into the Support Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

On May 23, 2016, the Reporting Persons and the Issuer entered into the Letter Agreement defined and described in Item 4 above and attached as Exhibit 99.2 hereto.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

Exhibit 99.1 – Stockholder Voting and Support Agreement, dated May 23, 2016, by and among Ares Capital Corporation, Elliott Associates, L.P., and Elliott International, L.P.

Exhibit 99.2 – Letter Agreement, dated May 23, 2016, by and among American Capital, Ltd., Elliott Associates, L.P., Elliott International, L.P. and Elliott International Capital Advisors Inc.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated:

May 23, 2016