SC 13D/A

0000817473-12-000036.txt : 20120912 0000817473-12-000036.hdr.sgml : 20120912 20120912163140 ACCESSION NUMBER: 0000817473-12-000036 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120912 DATE AS OF CHANGE: 20120912 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: American Capital Mortgage Investment Corp. CENTRAL INDEX KEY: 0001516973 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 450907772 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86367 FILM NUMBER: 121088143 BUSINESS ADDRESS: STREET 1: 2 BETHESDA METRO CENTER STREET 2: 14TH FLOOR CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 301-951-6122 MAIL ADDRESS: STREET 1: 2 BETHESDA METRO CENTER STREET 2: 14TH FLOOR CITY: BETHESDA STATE: MD ZIP: 20814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN CAPITAL, LTD CENTRAL INDEX KEY: 0000817473 IRS NUMBER: 521451377 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2 BETHESDA METRO CENTER STREET 2: 14TH FL, ATT TREASURY, CASH AND BANKING CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 3019516122 MAIL ADDRESS: STREET 1: 2 BETHESDA METRO CENTER STREET 2: 14TH FL, ATT TREASURY, CASH AND BANKING CITY: BETHESDA STATE: MD ZIP: 20814 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN CAPITAL STRATEGIES LTD DATE OF NAME CHANGE: 19970623 SC 13D/A 1 sc13da.htm SC 13D/A SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

American Capital Mortgage Investment Corp.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

02504A 10 4

(CUSIP Number)

Samuel A. Flax

Executive Vice President, General Counsel,

Chief Compliance Officer and Secretary

American Capital, Ltd.

2 Bethesda Metro Center, 14^th Floor

Bethesda, Maryland 20814

(301) 951-6122

(Name, address and telephone number of person authorized to receive notices and communications)

September 7, 2012

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-(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 § 240.13d-7 for other parties to whom copies are to be sent.



*		The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “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.)

(CONTINUED ON FOLLOWING PAGES)




CUSIP No. 02504A 10 4		(PAGE 2 OF 4)




1	NAME OF REPORTING PERSON American Capital, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS:
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)(6):	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware




NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		7 SOLE VOTING POWER: 0
		8 SHARED VOTING POWER: 0
		9 SOLE DISPOSITIVE POWER: 0
		10 SHARED DISPOSITIVE POWER: 0




11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 0
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0%
14	TYPE OF REPORTING PERSON: CO




CUSIP No. 02504A 10 4		(PAGE 3 OF 4)

Explanatory Note

This Final Amendment to Schedule 13D amends and supplements the statement on Schedule 13D filed on August 15, 2011 by American Capital, Ltd. (the “Reporting Person” or “ACAS”) and reflects the sale of 2,000,100 shares of Common Stock of American Capital Mortgage Investment Corp. (the “Issuer”) held by ACAS in a registered public offering on September 7, 2012. This Final Amendment to Schedule 13D is being filed to report that, as of September 7, 2012, ACAS is no longer the beneficial owner of any shares of the Issuer’s Common Stock.



ITEM 3.	Source and Amount of Funds or Other Consideration

As of the date of this Final Amendment to Schedule 13D, the Reporting Person is no longer a beneficial owner of any shares of the Issuer’s Common Stock.



ITEM 4.	Purpose of Transaction

The response set forth in Item 4 of the Schedule 13D is hereby amended by adding the following after the last paragraph of Item 4:

On September 7, 2012, ACAS sold 2,000,100 shares of the Issuer’s Common Stock in a registered public offering.



ITEM 5.	Interest in Securities of the Issuer

(a)-(b) As of the date of this Final Amendment to Schedule 13D, the Reporting Person is no longer a beneficial owner of any shares of the Issuer’s Common Stock.

(c) Schedule A annexed hereto lists all transactions in the Issuer’s Common Stock by the Reporting Person since its most recent filing of Schedule 13D.

(d) Not applicable.

(e) The Reporting Person ceased to be the beneficial owner of more than five percent of the Issuer’s Common Stock on September 7, 2012.



ITEM 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The response set forth in Item 6 of the Schedule 13D is hereby amended by adding the following after the last paragraph of Item 6:

As of September 7, 2012, the Reporting Person ceased to be the beneficial owner of more than five percent of the Issuer’s Common Stock.

Exhibit 99.9 to this Final Amendment to Schedule 13D is incorporated herein by reference.



ITEM 7.	Materials to be Filed as Exhibits

The response set forth in Item 7 of the Schedule 13D is hereby amended by adding the following after the last paragraph of Item 7:



99.9	Stock Purchase Agreement, dated September 7, 2012, by and among ACAS, SAB Capital Partners, L.P., SAB Capital Partners II, L.P. and SAB Overseas Master Fund, L.P.




CUSIP No. 02504A 10 4		(PAGE 4 OF 4)

SIGNATURES

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: September 12, 2012




AMERICAN CAPITAL, LTD.

By:	/s/ Samuel A. Flax
Name:	Samuel A. Flax
Title:	Executive Vice President, General Counsel, Chief Compliance Officer and Secretary

Schedule A

Transactions in the Issuer’s Common Stock since the original Schedule 13D filing:



Date of Transaction	Quantity Purchased (Sold)	Net Proceeds
9/7/2012	(2,000,100)	$49,262,463

This transaction in the Issuer’s Common Stock was effected by ACAS in a registered public offering.

EX-99.9 2 exh999.htm EXHIBIT 99.9 EXH 99.9

Exhibit 99.9

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of September 7, 2012, by and among SAB Capital Partners, L.P., a Delaware limited partnership, SAB Capital Partners II, L.P., a Delaware limited partnership, and SAB Overseas Master Fund, L.P., a Cayman Island exempted limited partnership (each, a “Purchaser” and collectively, the “Purchasers”), and American Capital, Ltd., a Delaware corporation (the “Seller”), with respect to 2,000,100 shares (the “Securities”) of common stock, par value $0.01 per share, of American Capital Mortgage Investment Corp., a Maryland corporation (the “Company”).

RECITALS

WHEREAS, the Seller is the record owner of the Securities;

WHEREAS, the Purchasers desire to acquire from the Seller, and the Seller desires to sell to the Purchasers, on the Closing Date (as defined below) the Securities at the purchase price set forth in Section 1 of this Agreement, on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises and agreements herein, and subject to the terms and conditions hereinafter set forth, the parties hereby agree as follows:

Purchase and Sale of Stock. Subject to the terms and conditions set forth herein, on the Closing Date, the Seller agrees to sell to each Purchaser, and each Purchaser agrees to purchase from the Seller, the Securities set forth opposite its name below at a purchase price of $24.63 per share (the “Purchase Price”). On the Closing Date, each Purchaser will pay the total Purchase Price set forth opposite its name below to the Seller by one or more bank wire transfers of immediately available funds to the account designated by the Seller in writing.



Purchaser	Number of Securities	Purchase Price
SAB Capital Partners, L.P.	1,175,600	$28,955,028
SAB Capital Partners II, L.P.	39,500	$972,885
SAB Overseas Master Fund, L.P.	785,000	$19,334,550


2.	Closing.


(a)	Subject to Section 2(b), the closing of the purchase and sale of the Securities in accordance with Section 1 (the “Closing”) shall be held on September 12, 2012 (such date of the Closing, the “Closing Date”).

(b)

It shall be a condition to the obligation of the Purchasers, on the one hand, and the Seller, on the other hand, to consummate the transfer of the Securities contemplated hereunder that the other party’s representations and warranties are true and correct on the Closing Date with the same effect as though made on such date, unless waived in writing by the party to whom such representations and warranties are made.


3.	Closing Deliveries.


(a)	At or before the Closing, the Seller shall deliver or cause to be delivered to the Purchasers: (i) a stock certificate or certificates representing the Securities transferred hereunder, duly endorsed for transfer or with executed stock powers attached or (ii) appropriate instructions for book entry transfer of ownership of the Securities from the Seller to the Purchasers.


(b)	At or before the Closing, the Purchasers shall deliver or cause to be delivered to the Seller payment by wire transfer of the Purchase Price in accordance with Section 1 of this Agreement.


4.	Representations and Warranties of the Seller. The Seller represents and warrants to the Purchasers that as of the date hereof and as of the Closing Date:


(a)	Authority. The Seller has full power and authority to execute, deliver and perform this Agreement and the execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary action of the Seller.

(b)

No Conflict. The performance of the terms of this Agreement by the Seller will not conflict with or result in a breach of the terms, conditions or provisions of, constitute a default under, or result in a violation or breach of any agreement, instrument, order, judgment or decree to which the Seller is a party, bound or subject, other than with respect to the limitations on ownership provided in Article VII of the Company’s Articles of Amendment and Restatement on the date hereof.

(c)

Binding Agreement. This Agreement has been duly and validly executed by the Seller and, assuming the due authorization, execution and delivery thereof by the other party hereto, constitutes the valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, or other laws applicable to creditors’ rights and remedies and to general principles of equity.


(d)	Consents. No consent, approval, order or authorization of, or registration, qualification, or filing, with any authority or any other person is required on the part of the Seller in connection with the execution, delivery and performance of this Agreement, except such filings as shall have been made prior to or on the Closing Date.


5.	Representations and Warranties of the Purchasers. Each Purchaser represents and warrants to the Seller that as of the date hereof and as of the Closing Date:


(a)	Authority. The Purchaser has full power and authority to execute, deliver and perform this Agreement and the execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary action of the Purchaser.

(b)

No Conflict. The performance of the terms of this Agreement by the Purchaser will not conflict with or result in a breach of the terms, conditions or provisions of, constitute a default under, or result in a violation or breach of any agreement, instrument, order, judgment or decree to which the Purchaser is a party, bound or subject, other than with respect to the limitations on ownership provided in Article VII of the Company’s Articles of Amendment and Restatement on the date hereof.

(c)

Binding Agreement. This Agreement has been duly and validly executed by the Purchaser and, assuming the due authorization, execution and delivery thereof by the other party hereto, constitutes the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, or other laws applicable to creditors’ rights and remedies and to general principles of equity.


(d)	Consents. No consent, approval, order or authorization of, or registration, qualification, or filing, with any authority or any other person is required on the part of the Purchaser in connection with the execution, delivery and performance of this Agreement, except such filings as shall have been made prior to or on the Closing Date.


6.	Waiver. Any failure on the part of a party hereto to comply with any of its obligations, agreements or conditions hereunder may be waived in writing by the other party hereto. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.


7.	Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement shall not be assigned by the Seller without the prior written consent of the Purchasers or by any Purchaser without the prior written consent of the Seller.

Entire Agreement; Changes in Writing. This Agreement, together with the letter agreement among the same parties dated as of the date hereof, constitutes the entire agreement among the parties hereto and supersedes and cancels any prior agreements, representations, warranties, whether oral or written, among the parties hereto relating to the transaction contemplated hereby. Neither this Agreement nor any provision hereof may be changed or amended orally, but only by an agreement in writing signed by the other party hereto.

Governing Law; Remedies. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific performance to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement.


10.	Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original but both of which shall together constitute one and the same document. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be executed by their respective duly authorized officers as of the 7^th day of September, 2012.

AMERICAN CAPITAL, LTD.

By: /s/ Samuel A. Flax

Name: Samuel A. Flax

Title: Executive Vice President, General Counsel and Secretary

SAB CAPITAL PARTNERS, L.P.

SAB CAPITAL PARTNERS II, L.P.

SAB OVERSEAS MASTER FUND, L.P.

By: SAB CAPITAL MANAGEMENT, L.P., their investment manager

By: SAB CAPITAL MANAGEMENT, L.L.C., its general partner

By: /s/ Brian Jackelow

Name: Brian Jackelow

Title: Chief Financial Officer