SC 13D/A 1 v461324_sc13d-a.htm SC 13D/A

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

 

Fifth Street Finance Corp.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

31678A 10 3

(CUSIP Number)

 

Leonard M. Tannenbaum

777 West Putnam Avenue, 3rd Floor

Greenwich, CT 06830

(203) 681-3600

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

February 17, 2017

(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-1(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 Section 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 purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“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).

 

 

 

 

CUSIP No.   31678A 10 3
 
  1.

Names of Reporting Persons.

 

Leonard M. Tannenbaum

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) þ
 
  3. SEC Use Only
 
  4. Source of Funds (See Instructions)
PF, AF, OO
 
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
 
  6. Citizenship or Place of Organization
United States of America
         

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 7. Sole Voting Power
14,137,784
 
8. Shared Voting Power
8,400,570
 
9. Sole Dispositive Power
14,137,784
 
10. Shared Dispositive Power
8,400,570

 

  11. Aggregate Amount Beneficially Owned by Each Reporting Person
22,538,354
 
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
 
  13. Percent of Class Represented by Amount in Row (11)
15.99%
 
  14. Type of Reporting Person (See Instructions)
IN

 

 

 

 

CUSIP No.   31678A 10 3
 
  1.

Names of Reporting Persons.

Fifth Street Asset Management Inc.

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) þ
 
  3. SEC Use Only
 
  4. Source of Funds (See Instructions)
WC, BK
 
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
 
  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
8,399,520
 
9. Sole Dispositive Power
0
 
10. Shared Dispositive Power
8,399,520

 

  11. Aggregate Amount Beneficially Owned by Each Reporting Person
8,399,520
 
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
 
  13. Percent of Class Represented by Amount in Row (11)
6.0%
 
  14. Type of Reporting Person (See Instructions)
CO

 

 

 

 

CUSIP No.   31678A 10 3
 
  1.

Names of Reporting Persons.

Fifth Street Holdings L.P.

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) þ
 
  3. SEC Use Only
 
  4. Source of Funds (See Instructions)
WC, BK
 
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
 
  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
8,399,520
 
9. Sole Dispositive Power
0
 
10. Shared Dispositive Power
8,399,520

 

  11. Aggregate Amount Beneficially Owned by Each Reporting Person
8,399,520
 
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
 
  13. Percent of Class Represented by Amount in Row (11)
6.0%
 
  14. Type of Reporting Person (See Instructions)
PN

 

 

 

 

This Schedule 13D/A constitutes Amendment No. 4 to the Schedule 13D by Fifth Street Holdings L.P. on February 24, 2016, as amended on March 29, 2016, September 12, 2016 and December 21, 2016. This Schedule 13D/A also constitutes Amendment No. 6 to the Schedule 13D filed by each of Leonard M. Tannenbaum and Fifth Street Asset Management Inc. on December 31, 2015, as amended on January 29, 2016, February 24, 2016, March 29, 2016, September 12, 2016 and December 21, 2016.

 

Item 2. Identity and Background

 

Item 2 is amended and restated as follows:

 

This Schedule 13D is being filed by (i) Leonard M. Tannenbaum, a citizen of the United States of America and the Chairman and Chief Executive Officer of Fifth Street Asset Management Inc., a Delaware corporation (“FSAM”), (ii) FSAM and (iii) Fifth Street Holdings L.P., a Delaware limited partnership (“FSH”).

 

FSAM and FSH are asset management firms with their principal business address at 777 West Putnam Avenue, 3rd Floor, Greenwich, CT 06830. FSAM is the general partner of FSH. Mr. Tannenbaum’s business address is 777 West Putnam Avenue, 3rd Floor, Greenwich, CT 06830. The name, citizenship, present principal occupation or employment and business address of each director and executive officer of FSAM are set forth in Schedule A.

 

During the last five years, none of Mr. Tannenbaum, FSAM, FSH or any person set forth in Schedule A has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding Mr. Tannenbaum, FSAM, FSH or any person set forth in Schedule A, as the case may be, is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration

 

Item 3 is amended by deleting paragraph 4 and by adding the following at the end of paragraph 1:

 

The acquisition of certain Shares reported on this Schedule 13D held by the Foundation were acquired using the Foundation’s funds.

 

Item 4. Purpose of Transaction

 

Item 4 is amended by amending and restating the last two sentences of Paragraph 1 as follows:

 

The Reporting Persons evaluate the investment in the Shares on a continuing basis including, without limitation, the possibility of further acquisitions or dispositions of Shares through one or more accounts over which one or more Reporting Persons has beneficial ownership for purposes of Section 13 of the Exchange Act. Any such acquisitions or dispositions of Shares may be made in open market or private transactions, block purchases or otherwise.

 

Item 5. Interest in Securities of the Issuer

 

Item 5 is amended and restated as follows:

 

(a)-(b) The information set forth in rows 7 through 13 of the cover page to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 140,960,651 outstanding Shares as of February 16, 2017, as reported in the Issuer’s definitive proxy statement on Schedule 14A as filed on February 21, 2017. Of the Shares over which Mr. Tannenbaum has sole voting and dispositive power (i) 12,073,551 Shares are held by him directly; (ii) 941,952 Shares are held by the Leonard M. Tannenbaum Foundation (the “Foundation”), an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, for which Mr. Tannenbaum serves as the President and (iii) 1,122,281 shares are held by 777 West Putnam Avenue LLC (“Building LLC”), for which Mr. Tannenbaum holds a majority of the equity interest of the sole member. Of the Shares over which Mr. Tannenbaum has shared voting and dispositive power, (i) 1,050 Shares are directly held by his spouse and (ii) 8,399,520 are directly held by FSH. Of the Shares over which FSAM and FSH have shared voting and dispositive power, all are directly held by FSH.

 

 

 

 

(c) Schedule B sets forth all transactions by the Reporting Persons with respect to Shares since the most recent filing by the Reporting Persons on Schedule 13D, which was made on December 21, 2016.

 

(d) The Foundation has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 941,952 Shares beneficially owned by Mr. Tannenbaum. Building LLC has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 1,122,281 Shares beneficially owned by Mr. Tannenbaum. FSH has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 8,399,520 Shares beneficially owned by Mr. Tannenbaum and FSAM. To Mr. Tannenbaum’s knowledge, Mr. Tannenbaum’s spouse has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 1,050 Shares that are beneficially owned by Mr. Tannenbaum.

 

 

 

 

Schedule A

 

Name

  

Position at FSAM

  

Business Address /
Address of
Employer

  

Principal
Occupation or
Employment

  

Name and
Principal
Business of
Employer

  

Beneficial
Ownership 
of Shares1

Leonard M.
Tannenbaum		   Chairman of the Board and Chief Executive Officer  

777 West Putnam Avenue, 3rd Floor

Greenwich, CT 06830

   N/A   N/A   See Item 5
                     
Bernard D. Berman   Co-President and Chief Compliance Officer  

777 West Putnam Avenue, 3rd Floor

Greenwich, CT 06830

   N/A   N/A   50,968 Shares <0.1%
                     
Patrick J. Dalton   Co-President  

777 West Putnam Avenue, 3rd Floor

Greenwich, CT 06830

   N/A   N/A  

22,500

Shares

<0.1%

                     
Alexander C. Frank   Chief Operating Officer, Chief Financial Officer and Director  

777 West Putnam Avenue, 3rd Floor

Greenwich, CT 06830

   N/A   N/A  

15,223

Shares

<0.1%

                     
                     
James F. Velgot   Director  

777 West Putnam Avenue, 3rd Floor

Greenwich, CT 06830

   N/A   N/A   None
                     
Michael Arthur   Director  

437 South Bristol Ave.

Los Angeles, CA 90049

   Owner   Michael Arthur & Associates, a consulting firm   None
                     
Nathaniel August   Director  

645 Madison Avenue

14th Floor

New York, NY 10022

   President and Portfolio Manager   Mangrove Partners, an investment manager  

1,162,915 Shares

0.9%2

                     
Thomas H. Brandt   Director  

87 Main Street

New Haven, CT 06840

   Co-Owner and Director
of Real Estate		   College Street Foods, LLC, a restaurant business   None
                     
Thomas L. Harrison   Director  

437 Madison Avenue

New York, NY 10022

   Chairman Emeritus   Diversified Agency Services, a division of Omnicom Group Inc., a marketing communications services company   None

 

(1) Unless otherwise noted, each person has sole voting power and sole dispositive power over the Shares.

 

(2) The Shares are held by The Mangrove Partners Master Fund, Ltd. (the “Master Fund”). Mr. August may be deemed to beneficially own these Shares by virtue of his relationship with the Master Fund. Mr. August, the Master Fund and their affiliates are not part of a group with either (i) Mr. Tannenbaum or (ii) FSAM and FSH, and has no obligation to act as a group with either (i) Mr. Tannenbaum or (ii) FSAM and FSH. Mr. August and the Master Fund act independently with respect to securities of the Issuer.

 

 

 

 

Schedule B

 

All transactions were effected in the open market and the price per share includes commissions paid.

 

Name   Type of Transaction   Date of Transaction   Amount of Securities     Price per Share  
Mr. Tannenbaum   Sale   December 20, 2016     6,025     $ 5.5525 (1)
                         
Mr. Tannenbaum   Sale   December 21, 2016     4,580     $ 5.55  
                         
Mr. Tannenbaum   Sale   December 23, 2016     900     $ 5.55  
                         
Leonard M. Tannenbaum Foundation   Purchase   February 17, 2017     100,000     $ 4.64 (2)
                         
Leonard M. Tannenbaum Foundation   Purchase   February 21, 2017     40,000     $ 4.64 (3)
                         
Leonard M. Tannenbaum Foundation   Purchase   February 23, 2017     30,000     $ 4.61  
                         
Leonard M. Tannenbaum Foundation   Purchase   March 2, 2017     150,000     $ 4.42 (4)
                         
Leonard M. Tannenbaum Foundation   Purchase   March 3, 2017     266,326     $ 4.39 (5)
                         
Leonard M. Tannenbaum Foundation   Purchase   March 6, 2017     275,626     $ 4.36 (6)

 

(1) The sales were executed in multiple transactions ranging from $5.55 to $5.56. The price above reflects the weighted average price per share. The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price upon request by the Staff of the Securities and Exchange Commission.

 

(2) The purchases were executed in multiple transactions ranging from $4.60 to $4.67. The price above reflects the weighted average price per share. The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price upon request by the Staff of the Securities and Exchange Commission.

 

(3) The purchases were executed in multiple transactions ranging from $4.62 to $4.65. The price above reflects the weighted average price per share. The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price upon request by the Staff of the Securities and Exchange Commission.

 

(4) The purchases were executed in multiple transactions ranging from $4.40 to $4.43. The price above reflects the weighted average price per share. The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price upon request by the Staff of the Securities and Exchange Commission.

 

(5) The purchases were executed in multiple transactions ranging from $4.37 to $4.41. The price above reflects the weighted average price per share. The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price upon request by the Staff of the Securities and Exchange Commission.

 

(6) The purchases were executed in multiple transactions ranging from $4.34 to $4.40. The price above reflects the weighted average price per share. The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price upon request by the Staff of the Securities and Exchange Commission.

 

 

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: March 7, 2017

 

/s/ Leonard M. Tannenbaum    
LEONARD M. TANNENBAUM  

 

FIFTH STREET ASSET MANAGEMENT INC.  
     
By: /s/ Leonard M. Tannenbaum    
Name: Leonard M. Tannenbaum  
Title: Chief Executive Officer  

 

FIFTH STREET HOLDINGS L.P.  
     
By:  Fifth Street Asset Management Inc., its general partner  
     
By: /s/ Leonard M. Tannenbaum    
Name: Leonard M. Tannenbaum  
Title: Chief Executive Officer