0001144204-16-120758.txt : 20160914 0001144204-16-120758.hdr.sgml : 20160914 20160823161355 ACCESSION NUMBER: 0001144204-16-120758 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160218 FILED AS OF DATE: 20160823 DATE AS OF CHANGE: 20160823 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Fifth Street Finance Corp. CENTRAL INDEX KEY: 0001414932 IRS NUMBER: 261219283 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 777 WEST PUTNAM AVENUE STREET 2: 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: (203) 681-3600 MAIL ADDRESS: STREET 1: 777 WEST PUTNAM AVENUE STREET 2: 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: Fifth Street Finance Corp DATE OF NAME CHANGE: 20071012 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fifth Street Holdings L.P. CENTRAL INDEX KEY: 0001643561 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 814-00755 FILM NUMBER: 161847376 BUSINESS ADDRESS: STREET 1: 777 WEST PUTNAM AVENUE STREET 2: 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: (203) 681-3600 MAIL ADDRESS: STREET 1: 777 WEST PUTNAM AVENUE STREET 2: 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fifth Street Asset Management Inc. CENTRAL INDEX KEY: 0001611988 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 814-00755 FILM NUMBER: 161847377 BUSINESS ADDRESS: STREET 1: 777 WEST PUTNAM AVENUE, 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: (203) 992-4533 MAIL ADDRESS: STREET 1: 777 WEST PUTNAM AVENUE, 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TANNENBAUM LEONARD M CENTRAL INDEX KEY: 0001200461 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 814-00755 FILM NUMBER: 161847378 MAIL ADDRESS: STREET 1: 10 BANK STREET, 12TH FLOOR CITY: WHITE PLAINS STATE: NY ZIP: 10606 3 1 v447535_3.xml OWNERSHIP DOCUMENT X0206 3 2016-02-18 0 0001414932 Fifth Street Finance Corp. FSC 0001200461 TANNENBAUM LEONARD M 777 WEST PUTNAM AVENUE, 3RD FLOOR GREENWICH CT 06830 0 0 1 0 0001611988 Fifth Street Asset Management Inc. 777 WEST PUTNAM AVENUE, 3RD FLOOR GREENWICH CT 06830 0 0 1 0 0001643561 Fifth Street Holdings L.P. 777 WEST PUTNAM AVENUE, 3RD FLOOR GREENWICH CT 06830 0 0 1 0 Common Stock, par value $0.01 per share 7123544.404 D Common Stock, par value $0.01 per share 80000 I By Foundation Common Stock, par value $0.01 per share 1122281 I By LLC Common Stock, par value $0.01 per share 1050 I By Spouse Common Stock, par value $0.01 per share 13541816 I By Partnership 5.375% Convertible Note due 2016 2016-01-01 2016-03-31 Common Stock, par value $0.01 per share 135483 D PSA in respect of Swaps Common Stock, par value $0.01 per share 3878542 I By Partnership These shares of the common stock, par value $0.01 per share (the "Common Stock"), of Fifth Street Finance Corp. (the "Company") are held by the Leonard M. Tannenbaum Foundation (the "Foundation"). Mr. Tannenbaum serves as the President of the Foundation. These shares of Common Stock are held by 777 West Putnam Avenue LLC, a limited liability company for which Mr. Tannenbaum holds a majority of the equity interest of the sole member. Mr. Tannenbaum may be deemed a beneficial owner of such shares of Common Stock, but disclaims such beneficial ownership except to the extent of his pecuniary interest. These shares of Common Stock are held by Fifth Street Holdings L.P. ("FSH"), a Delaware limited partnership. Fifth Street Asset Management Inc. ("FSAM") is the general partner of FSH, and Mr. Tannenbaum is the Chairman and Chief Executive Officer of FSAM. Mr. Tannenbaum is also the controlling stockholder of FSAM. Each of FSH, FSAM and Mr. Tannenbaum may be deemed a beneficial owner of such shares of Common Stock, but disclaims beneficial ownership thereof except to the extent of its or his pecuniary interest. Includes 9,220,600 shares of Common Stock that Mr. Tannenbaum and FSH have agreed to purchase for a per-share purchase price of $6.25, without interest. Mr. Tannenbaum and FSH are jointly and severally obligated to purchase the 9,220,600 shares of Common Stock from the Sellers (as defined below). Consequently, each of Mr. Tannenbaum, FSH and FSAM, FSH's general partner, may be deemed a beneficial owner of such shares of Common Stock, but disclaims beneficial ownership thereof except to the extent of its or his pecuniary interest. Convertible at a rate of 67.7415 per $1,000 principal amount. Each of Mr. Tannenbaum, FSH and FSAM is a party to the Purchase and Settlement Agreement, dated as of February 18, 2016 (as amended, the "PSA"), by and among the Company, Mr. Tannenbaum, FSH, FSAM and the Sellers. The "Sellers" are RiverNorth Capital Management, LLC, RiverNorth Capital Partners, L.P., RiverNorth Institutional Partners, L.P., RiverNorth Core Opportunity Fund, RiverNorth/DoubleLine Strategic Income Fund, Randy I. Rochman, Fred G. Steingraber and Murray R. Wise. Under the PSA, FSH has agreed with the counterparties (the "Counterparties" and each a "Counterparty") to certain cash-settled total return swap agreements in reference to an aggregate 3,878,542 shares of Common Stock (the "Swaps" and each a "Swap") that (i) upon the valuation of any such Swap on a date before December 15, 2016 as FSH shall direct the applicable Counterparty to elect, (continued in footnote 7) (continued from footnote 6) if any such Swap is valued other than as a result of FSH directing the applicable Counterparty to elect a valuation date, upon the deemed valuation as of December 15, 2016 or any earlier deemed valuation date selected by FSH or (iii) upon the later valuation of any such Swap pursuant to its terms, (A) if in any case the final price applicable to such Swap, as between the applicable Counterparty and the bank with which the applicable Counterparty has entered into such Swap (but determined in the case of clause (ii) as of the applicable deemed valuation date) based on the date selected by FSH, is greater than $6.25 per share, then such Counterparty shall pay to FSH a sum in cash equal to the number of shares referenced by such Swap multiplied by the excess of such final price over $6.25, (continued in footnote 8) (continued from footnote 7) and (B) if in any case such final price is less than $6.25 per share, then FSH shall pay to such Counterparty a sum in cash equal to the number of shares referenced by such Swap multiplied by the excess of $6.25 over such final price. The final price applicable to any Swap, as between any Counterparty and the bank with which such Counterparty has entered into such Swap, is generally the average of the highest bid and lowest ask prices at the closing time of the principal stock exchange on which the shares are listed. No Swap provides for any valuation date later than January 20, 2017. Each of FSH, FSAM and Mr. Tannenbaum may be deemed a beneficial owner of the foregoing rights and obligations arising under the PSA in respect of the Swaps, but disclaims such beneficial ownership except to the extent of its or his pecuniary interest. On February 25, 2016, due to a good faith clerical and transcription error on the part of a third party, this filing was initially submitted under an incorrect CIK Number. The reporting persons have re-submitted this filing under the correct CIK Number for the Company. /s/ Leonard M. Tannenbaum 2016-08-23 FIFTH STREET ASSET MANAGEMENT INC., By: /s/ Leonard M. Tannenbaum 2016-08-23 FIFTH STREET HOLDINGS L.P., By: Fifth Street Asset Management Inc., its General Partner, By: /s/ Leonard M. Tannenbaum 2016-08-23