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