-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BOKFgEWUBV2VknqtUWi+y9Rjn5snsKb6BCYEkp4sSa/ay9bFa4b0uxvZCal50iPA KPb3+OqtmpaeTFAMLA/1JQ== 0000950133-07-003695.txt : 20081107 0000950133-07-003695.hdr.sgml : 20081107 20070831093059 ACCESSION NUMBER: 0000950133-07-003695 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIED CAPITAL CORP CENTRAL INDEX KEY: 0000003906 IRS NUMBER: 521081052 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1919 PENNSYLVANIA AVENUE NW CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 2023311112 MAIL ADDRESS: STREET 1: 1919 PENNSYLVANIA AVENUE NW STREET 2: 1666 K STREET NW CITY: WASHINGTON STATE: DC ZIP: 20006 FORMER COMPANY: FORMER CONFORMED NAME: ALLIED CAPITAL LENDING CORP DATE OF NAME CHANGE: 19931116 FORMER COMPANY: FORMER CONFORMED NAME: ALLIED LENDING CORP DATE OF NAME CHANGE: 19920703 CORRESP 1 filename1.htm corresp
 

CYNTHIA M. KRUS
DIRECT LINE: 202.383.0218
E-mail: Cynthia.krus@sablaw.com
August 28, 2007
VIA EDGAR
Ms. Cindy Rose
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
  Re:    Allied Capital Corporation — Supplementary Information Regarding Direct and Indirect Consolidated Wholly-Owned Subsidiaries
Dear Ms. Rose:
     On behalf of Allied Capital Corporation (the “Company”) and in response to the request of the staff of the Division of Investment Management (the “Staff”) for additional information regarding the Company’s direct and indirect consolidated wholly-owned subsidiaries, the Company has attached a detailed chart (Appendix A) that answers the following questions for each of its direct and indirect consolidated wholly-owned subsidiaries:
  •   What is the purpose of the subsidiary?
 
  •   Why a separate structure?
 
  •   Wholly-owned by the Company?
 
  •   What is the legal structure?
 
  •   What services are generally provided?
 
  •   What percentage of activities serve the Company?
 
  •   Does the Company intend to retain control of the subsidiary?
 
  •   Are there any employees?
     If you have any questions or additional comments concerning the foregoing, please contact me at (202) 383-0218.
         
  Sincerely,
 		  
  /s/ Cynthia M. Krus    
  Cynthia M. Krus   
     
 
cc:    Ms. Toai Cheng / U.S. Securities and Exchange Commission, Division of Investment Management

 

 

Ms. Cindy Rose
August 28, 2007
Page 2
Appendix A
                                                                 
 
        Allied Capital REIT, Inc.[1]     A.C. Corporation[2]     Pennsylvania Avenue Investors, LP     Allied Capital Holdings, LLC     Allied Investment Holdings, LLC     Allied Capital Beteiligungsberatung, GmbH  
 
What is the purpose?
    Established to hold commercial mortgage loans, interests in real properties and other real estate related assets of the Company.     Provides diligence and structuring services, as well as transaction, management, consulting and other services, including underwriting and arranging senior loans, to the Company and its portfolio companies.     Established to hold limited partnership interests in third party funds.     Established to hold primarily real-estate related properties obtained through foreclosure on the Company’s commercial mortgage loans where the property served as collateral.     Established to hold the Company’s portfolio investments that may be in workout or in liquidation.     Established to manage investments held by Allied Capital Germany Fund, LLC.  
 
Why a separate structure?
    To qualify for REIT status.     To have a separate services subsidiary and to serve as the primary employer for the consolidated Company.     To hold limited partnership interests in third party funds.     To limit liability related to the properties obtained through foreclosure.     To limit liability on workout assets.     Inactive and in the process of being liquidated.  
 
Wholly-owned by Allied Capital?
    Yes     Yes     Yes     Yes     Yes     Yes  
 
What is the legal structure?
    Corporation     Corporation     LP     LLC     LLC     GmbH  
 
What services are generally provided?
    N/A     Serves as primary employer for the consolidated Company. Provides services including diligence and structuring services, transaction, management, consulting and other services, as well as underwriting and arranging senior loans, to the Company and its portfolio companies. A.C. Corp does not provide services that are unrelated to the Company’s investment business.     N/A     N/A     N/A     N/A  
 
Percentage of activities that serve Allied Capital?
      100 %       100 %       100 %       100 %       100 %       100 %  
 
Intend to retain control of the subsidiary?
    Yes     Yes     Yes     Yes     Yes     Yes (through liquidation)  
 
Employees?
    None     Yes     None     None     None     None  
 
[1]    See Exhibit B for information regarding the wholly owned consolidated subsidiaries of Allied Capital REIT, Inc.
 
[2]    See Exhibit C for information regarding the wholly owned consolidated subsidiaries of A.C. Corporation.

 

 

Exhibit B— Subsidiaries of Allied Capital REIT, Inc.
               
 
        Allied Capital Property LLC  
 
What is the purpose?
    Established to hold primarily real estate-related properties obtained through foreclosure on the Company’s commercial mortgage loans where the property served as collateral.  
 
Why a separate structure?
    To limit liability related to the properties obtained through foreclosure.  
 
Wholly-owned by Allied Capital?
    Yes  
 
What is the structure?
    LLC  
 
What services are generally provided?
    N/A  
 
Percentage of activities that serve Allied Capital?
      100 %  
 
Intend to retain control of the subsidiary?
    Yes  
 

 

 

Exhibit C— Subsidiaries of A.C. Corporation
                                             
 
        Allied Capital Investors, LLC     A.C. Management Services, LLC     AC Finance LLC     ACSM LLC  
 
What is the purpose?
    General partner of Pennsylvania Avenue Investors, LP     Established to maintain certain operational contracts in a separate legal entity     Serves as a brand for senior loan investment activities, but does not have investment assets or employees.     General partner of the Allied Capital Senior Debt Fund, LP.  
 
Why a separate structure?
    To hold general partner interests and to limit liability.     To limit liability and to hold certain operational contracts.     For branding and marketing purposes.     To hold general partner interests and to limit liability.  
 
Wholly-owned by Allied Capital?
    Yes     Yes     Yes     Yes  
 
What is the structure?
    LLC     LLC     LLC     LLC  
 
What services are generally provided?
    N/A     N/A     N/A     N/A  
 
Percentage of activities that serve Allied Capital?
      100 %       100 %       100 %       100 %  
 
Intend to retain control of the subsidiary?
    Yes     Yes     Yes     Yes  
 
Employees?
    None     None     None     None  
 

 

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