0000899243-17-018693.txt : 20170721 0000899243-17-018693.hdr.sgml : 20170721 20170721155336 ACCESSION NUMBER: 0000899243-17-018693 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170713 FILED AS OF DATE: 20170721 DATE AS OF CHANGE: 20170721 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Group Holdings GP, LLC CENTRAL INDEX KEY: 0001403525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 814-01013 FILM NUMBER: 17976579 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Holdings, Inc. CENTRAL INDEX KEY: 0001403382 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 814-01013 FILM NUMBER: 17976581 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0000949509 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 814-01013 FILM NUMBER: 17976582 BUSINESS ADDRESS: STREET 1: 333 S GRAND AVENUE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2138306300 MAIL ADDRESS: STREET 1: 333 S GRAND AVE 28TH FL CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER NAME: FORMER CONFORMED NAME: OAKTREE CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20010605 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Oaktree Capital Group, LLC CENTRAL INDEX KEY: 0001403528 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: 814-01013 FILM NUMBER: 17976580 BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 830-6300 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Fifth Street Senior Floating Rate Corp. CENTRAL INDEX KEY: 0001577791 IRS NUMBER: 000000000 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2017-07-13 0 0001577791 Fifth Street Senior Floating Rate Corp. FSFR 0000949509 OAKTREE CAPITAL MANAGEMENT LP 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403382 Oaktree Holdings, Inc. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403528 Oaktree Capital Group, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403525 Oaktree Capital Group Holdings GP, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 Common Stock, par value $0.01 per share 0 I See Footnotes On July 13, 2017, Oaktree Capital Management, L.P. ("Oaktree") entered into a Voting Agreement, dated as of July 13, 2017 (the "Voting Agreement"), with Fifth Street Holdings, L.P., Leonard M. Tannenbaum, the Leonard M. Tannenbaum Foundation and the Tannenbaum Family 2012 Trust (collectively, the "Stockholders") with respect to the shares of common stock, par value $0.01 per share, of the Issuer (the "Common Stock") owned by the Stockholders. As a result, Oaktree may be deemed to beneficially own, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in excess of 10% of the issued and outstanding Common Stock, and Oaktree is filing this Form 3. (Continued from footnote 1) This Form 3 is also being filed by each of (i) Oaktree Holdings, Inc. ("Holdings, Inc.") as the general partner of Oaktree; (ii) Oaktree Capital Group, LLC ("OCG") as the sole stockholder of Holdings, Inc.; and (iv) Oaktree Capital Group Holdings GP, LLC ("OCGH GP", and, together with Oaktree, Holdings, Inc. and OCG, the "Reporting Persons") as the duly elected manager of OCG. Pursuant to the Voting Agreement, each of the Stockholders agreed to vote their shares of Common Stock (i) in favor of approving the proposed new investment advisory agreements between Oaktree and the Issuer and the election of certain nominees for election to the Issuer's board of directors and (ii) otherwise at the direction of Oaktree. The Voting Agreement terminates upon the earliest of Oaktree no longer advising the Issuer, the termination of the Asset Purchase Agreement, dated as of July 13, 2017 (the "APA"), among Fifth Street Management LLC, Oaktree and the other parties thereto and, with respect to any Stockholder, when such Stockholder no longer owns shares of Common Stock. If the APA terminates under certain circumstances where the stockholders of Fifth Street Asset Management Inc. have not approved the transactions contemplated by the APA, then the Voting Agreement will not terminate until six months after the termination of the APA. Each Stockholder has agreed not to transfer shares of Common Stock prior to the closing of the transactions contemplated by the APA. Following such closing, subject to a right of first refusal for the benefit of Oaktree, a Stockholder may transfer shares of Common Stock to third parties, subject to certain volume restrictions under certain circumstances. Based on representations given by the Stockholders, as of July 13, 2017, the Stockholders beneficially own 8,011,303.62 shares of Common Stock. The Reporting Persons expressly disclaim beneficial ownership of the securities beneficially owned by the Stockholders, and the filing of this Form 3 shall not be deemed an admission of beneficial ownership by the Reporting Persons of such securities for purposes of Section 13 or 16 of the Exchange Act or for any other purpose. See Signatures Included in Exhibit 99.1 2017-07-21 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                    EXHIBIT 99.1

This Statement on Form 3 is filed by the Reporting Persons listed below. The
principal business address of the Reporting Persons is 333 South Grand Avenue,
28th Floor, Los Angeles, CA 90071.

Name of Designated Filer: OAKTREE CAPITAL MANAGEMENT, L.P.

Date of Event Requiring Statement: July 13, 2017.

Issuer Name: Fifth Street Senior Floating Rate Corp. [FSFR]


                                     OAKTREE CAPITAL MANAGEMENT, L.P.

                                     By:  /s/ Mary Gallegly
                                          --------------------------------------
                                          Name: Mary Gallegly
                                          Title: Vice President


                                     OAKTREE HOLDINGS, INC.

                                     By:  /s/ Mary Gallegly
                                          --------------------------------------
                                          Name: Mary Gallegly
                                          Title: Vice President


                                     OAKTREE CAPITAL GROUP, LLC

                                     By:  Oaktree Capital Group Holdings GP, LLC
                                     Its: Manager

                                     By:  /s/ Mary Gallegly
                                          --------------------------------------
                                          Name: Mary Gallegly
                                          Title: Vice President


                                     OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

                                     By:  /s/ Mary Gallegly
                                          --------------------------------------
                                          Name: Mary Gallegly
                                          Title: Vice President