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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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 (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. |
31678A103 |
1 | NAMES OF REPORTING PERSONS Greenlight Capital, L.L.C. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 990,640 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 990,640 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
990,640 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
4.4%** | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
CUSIP No. |
31678A103 |
1 | NAMES OF REPORTING PERSONS Greenlight Capital, Inc. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 655,848 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 655,848 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
655,848 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
2.9%** | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO |
CUSIP No. |
31678A103 |
1 | NAMES OF REPORTING PERSONS DME Advisors, L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 494,248 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 494,248 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
494,248 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
2.2%** | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
CUSIP No. |
31678A103 |
1 | NAMES OF REPORTING PERSONS DME Advisors GP, L.L.C. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 494,248 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 494,248 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
494,248 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
2.2%** | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
CUSIP No. |
31678A103 |
1 | NAMES OF REPORTING PERSONS David Einhorn |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
U.S. Citizen | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 2,140,736 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 2,140,736 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,140,736 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
9.5%** | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
(a) | Name of Issuer. |
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Fifth Street Finance Corp. |
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(b) | Address of Issuers Principal Executive Offices. |
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White Plains Plaza 445 Hamilton Avenue, Suite 1206 White Plains, New York 10601 |
(a) | Name of Person Filing. |
||
This statement is being filed on behalf of each of the following persons: |
(b) | Address of Principal Business Office, or, if none, Residence. |
||
The principal business office of each the Reporting Persons is 140 East
45th Street, 24th Floor, New York, New York 10017 |
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(c) | Citizenship. |
(d) | Title of Class of Securities. |
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Common Stock, par value $0.01 per share. |
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(e) | CUSIP Number. |
||
31678A103 |
Item 3.
|
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
Inapplicable. |
Item 4.
|
Ownership: | |
Item 4(a)
|
Amount Beneficially Owned: |
i) | Greenlight LLC may be deemed the beneficial owner of 990,640
shares of Common Stock held for the account of Greenlight Fund and Greenlight
Qualified. |
||
ii) | Greenlight Inc may be deemed the beneficial owner of 655,848
shares of Common Stock held for the account of Greenlight Offshore. |
||
iii) | Advisors may be deemed the beneficial owner of 494,248 shares
of Common Stock held for the account of the managed account for which Advisors
acts as investment manager. |
iv) | DME GP may be deemed the beneficial owner of 494,248 shares of
Common Stock held for the account of the managed account for which Advisors
acts as investment manager. |
||
v) | Mr. Einhorn may be deemed the beneficial owner of 2,140,736
shares of Common Stock. This number consists of: (A) 990,640 shares of Common
Stock held for the account of Greenlight Fund and Greenlight Qualified, (B)
655,848 shares of Common Stock held for the account of Greenlight Offshore, and
(C) 494,248 shares of Common Stock held for the account of the managed account
for which Advisors acts as investment manager. |
Item 4 (b)
|
Percent of Class: | |
The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such Reporting Person. The denominator for determining the percentage of shares of Common Stock held by each of the Reporting Persons was 22,614,289, which is the number of shares of Common Stock outstanding as of June 11, 2008, as reported in the Prospectus filed by the Issuer on June 12, 2008 with the Securities and Exchange Commission. | ||
Item 4 (c)
|
Number of shares as to which each such person has voting and dispositive power: | |
The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(c) for each such Reporting Person. | ||
Item 5.
|
Ownership of Five Percent or Less of a Class. | |
Not applicable. | ||
Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person. | |
Not applicable. | ||
Item 7.
|
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company. | |
Not applicable. |
Item 8.
|
Identification and Classification of Members of the Group. | |
Not applicable. | ||
Item 9
|
Notice of Dissolution of Group. | |
Not applicable. | ||
Item 10.
|
Certification. | |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||
Exhibits
|
Exhibit 1 | |
Joint Filing Agreement by and among the Reporting Persons. |
Greenlight Capital, L.L.C. | ||||||
By: | /S/ DANIEL ROITMAN | |||||
Daniel Roitman, Chief Operating Officer | ||||||
Greenlight Capital, Inc. | ||||||
By: | /S/ DANIEL ROITMAN | |||||
Daniel Roitman, Chief Operating Officer | ||||||
DME Advisors, L.P. | ||||||
By: | DME Advisors GP, L.L.C., | |||||
its general partner | ||||||
By: | /S/ DANIEL ROITMAN | |||||
Daniel Roitman, Chief Operating Officer | ||||||
DME Advisors GP, L.L.C., | ||||||
its general partner | ||||||
By: | /S/ DANIEL ROITMAN | |||||
Daniel Roitman, Chief Operating Officer | ||||||
/S/ DANIEL ROITMAN | ||||||
Daniel Roitman, on behalf of David Einhorn |
Exhibit No.
|
Description | |
Exhibit 1
|
Joint Filing Agreement by and among the Reporting Persons. |
Greenlight Capital, L.L.C. | ||||||
By: | /S/ DANIEL ROITMAN | |||||
Daniel Roitman, Chief Operating Officer | ||||||
Greenlight Capital, Inc. | ||||||
By: | /S/ DANIEL ROITMAN | |||||
Daniel Roitman, Chief Operating Officer | ||||||
DME Advisors, L.P. | ||||||
By: | DME Advisors GP, L.L.C., | |||||
its general partner | ||||||
By: | /S/ DANIEL ROITMAN | |||||
Daniel Roitman, Chief Operating Officer | ||||||
DME Advisors GP, L.L.C., | ||||||
its general partner | ||||||
By: | /S/ DANIEL ROITMAN | |||||
Daniel Roitman, Chief Operating Officer | ||||||
/S/ DANIEL ROITMAN | ||||||
Daniel Roitman, on behalf of David Einhorn |