UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 5, 2017
Fifth Street Senior Floating Rate Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35999 | 61-1713295 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 777 West Putnam Avenue, 3rd Floor, Greenwich, CT | 06830 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (203) 681-3600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 5, 2017, the Board of Directors of Fifth Street Senior Floating Rate Corp. (the “Company “) appointed Bernard D. Berman as Chief Executive Officer, effective as of such date. Mr. Berman was also appointed as Chief Executive Officer of Fifth Street Finance Corp. (“FSC”), effective as of April 4, 2017.
Mr. Berman, 46, has served as a director of the Company since May 2013 and as Chairman of the Company’s Board of Directors since January 2014. Mr. Berman also served as president of the Company from May 2013 to January 2014. Mr. Berman has also been a member of the board of directors of FSC since February 2009 and the chairman of FSC’s board since September 2014. He was also FSC’s president from February 2010 to September 2014, secretary from October 2007 to September 2014, and chief compliance officer from April 2009 to May 2013. From September 2014 until his resignation in June 2015, Mr. Berman served on the board of directors of Fifth Street Asset Management Inc. (“FSAM”), the publicly traded asset manager that indirectly owns Fifth Street Management LLC (“Fifth Street Management”), the Company’s investment adviser. Mr. Berman also serves as the co-president and chief compliance officer of FSAM. Mr. Berman also serves as the president of Fifth Street Management and serves on its executive committee. Prior to joining the group of affiliated companies, including the Company’s investment adviser in 2004, Mr. Berman was a corporate attorney from 1995 to 2004, during which time he negotiated and structured a variety of investment transactions. Mr. Berman received a J.D. from Boston College Law School and a B.S. in Finance from Lehigh University.
There are no arrangements or understandings between Mr. Berman and any other persons pursuant to which he was selected as an officer. There are no current or proposed transactions between the Company and Mr. Berman or his immediate family members that would require disclosure under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.
The Company issued a press release on April 5, 2017 to announce Mr. Berman’s appointment as Chief Executive Officer, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Press release dated April 5, 2017
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
FIFTH STREET SENIOR FLOATING RATE CORP.
| |||
| Date: April 5, 2017 | By: | /s/ Kerry S. Acocella | |
|
Name: Kerry S. Acocella Title: Chief Compliance Officer | |||
FIFTH STREET SENIOR FLOATING RATE CORP. ANNOUNCES LEADERSHIP TRANSITION
Bernard D. Berman Named as Chief Executive Officer of FSFR
GREENWICH, CT, April 5, 2017 – Fifth Street Senior Floating Rate Corp. (NASDAQ: FSFR) (“FSFR”) today announced that Bernard D. Berman, Chairman of FSFR and Fifth Street Finance Corp. (NASDAQ:FSC) (“FSC”), as well as Co-President and Chief Compliance Officer of Fifth Street Asset Management Inc. (NASDAQ: FSAM) (“FSAM”), has been appointed as Chief Executive Officer of FSFR, effective immediately. This appointment follows the resignation of Patrick J. Dalton, who has left for reasons unrelated to the Fifth Street companies’ operational or financial performance.
Leonard M. Tannenbaum, Chairman and CEO of FSAM, said, “We remain committed to executing on our stated initiatives to improve performance, stabilize NAV and create long-term value at FSC and FSFR, our publicly-traded BDCs. We have made significant progress in recent months and will evaluate all opportunities to maximize shareholder value.”
About Fifth Street Senior Floating Rate Corp.
Fifth Street Senior Floating Rate Corp. is a specialty finance company that provides financing solutions in the form of floating rate senior secured loans to mid-sized companies, primarily in connection with investments by private equity sponsors. FSFR's investment objective is to maximize its portfolio's total return by generating current income from its debt investments while seeking to preserve its capital. FSFR has elected to be regulated as a business development company and is externally managed by a subsidiary of Fifth Street Asset Management Inc. (NASDAQ:FSAM), a nationally recognized credit-focused asset manager with approximately $5 billion in assets under management across multiple public and private vehicles. With a track record of nearly 20 years, the Fifth Street platform received the 2015 ACG New York Champion's Award for "Lender Firm of the Year," and other previously received accolades include the ACG New York Champion's Award for "Senior Lender Firm of the Year," "Lender Firm of the Year" by The M&A Advisor and "Lender of the Year" by Mergers & Acquisitions. FSC's website can be found at fsc.fifthstreetfinance.com.
Forward-Looking Statements
Some of the statements in this press release constitute forward-looking statements, because they relate to future events or our future performance or financial condition. Forward-looking statements may include statements as to the future operating results, dividends and business prospects of Fifth Street Senior Floating Rate Corp. (“FSFR”, or “Company”). Words such as “believes,” “expects,” “seeks,” “plans,” “should,” “estimates,” “project,” and “intend” indicate forward-looking statements, although not all forward-looking statements include these words. These forward-looking statements involve risks and uncertainties. Actual results could differ materially from those implied or expressed in these forward-looking statements for any reason. Such factors are identified from time to time in FSFR’s filings with the Securities and Exchange Commission and include changes in the economy and the financial markets and future changes in laws or regulations and conditions in the Company’s operating areas. FSFR undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Contact
Investor Contact:
Robyn Friedman, Executive Director, Head of Investor Relations
(203) 681-3720
ir@fifthstreetfinance.com
Media Contact:
James Golden / Aura Reinhard / Andrew Squire
Joele Frank Wilkinson Brimmer Katcher
(212) 355-4449