e497ad
Filed pursuant to Rule 497(a)
File No. 333-166012
Rule 482ad
Fifth Street Finance Corp. Prices
Public Offering of Common Stock
WHITE PLAINS, N.Y., February 1, 2011 Fifth Street Finance Corp. (NYSE:FSC) (Fifth Street)
today announced that it priced a public offering of 10,000,000 shares of its common stock at a
public offering price of $12.65 per share for total gross proceeds of $126,500,000. All shares are
being offered by Fifth Street. Wells Fargo Securities, Morgan Stanley, UBS Investment Bank,
Deutsche Bank Securities and RBC Capital Markets are serving as joint book-running managers for the
offering. Stifel Nicolaus Weisel is acting as co-lead manager and Gilford Securities Incorporated,
FBR Capital Markets & Co. and ING are acting as co-managers for the offering.
The closing of the transaction is subject to customary closing conditions and the shares are
expected to be delivered on or about February 4, 2011. Fifth Street has also granted the
underwriters an option to purchase up to an additional 1,500,000 shares of common stock to cover
over-allotments, if any.
Fifth Street intends to use the net proceeds from this offering to make investments in small and
mid-sized companies in accordance with its investment objective and strategies described in the
prospectus supplement and accompanying prospectus and for general corporate purposes. Fifth Street
may also use a portion of the net proceeds from this offering to repay its outstanding
indebtedness.
The offering is being made pursuant to Fifth Streets existing effective shelf registration
statement on Form N-2 previously filed with the Securities and Exchange Commission. The offering is
being made only by means of a prospectus supplement and accompanying prospectus, copies of which
may be obtained from: Wells Fargo Securities, LLC, 375 Park Avenue, New York, NY 10152-4077 (Attn:
Equity Syndicate, (800) 326-5897 or cmclientsupport@wellsfargo.com); Morgan Stanley & Co.
Incorporated, 1585 Broadway, New York, NY 10036 (Attn: Prospectus Dept., (866) 718-1649 or
prospectus@morganstanley.com); UBS Investment Bank, 299 Park Avenue, New York, NY 10171 (Attn:
Prospectus Department or (888) 827-7275); Deutsche Bank Securities, 100 Plaza One, Jersey City, NJ
07311 (Attn: Prospectus Department, (800) 503-4611 or prospectus.cpdg@db.com); and RBC Capital
Markets, LLC, 200 Vesey Street, 8th Floor, New York, NY 10281 (Attn: Prospectus
Department). Investors are advised to carefully consider the investment objective, risks and
charges and expenses of Fifth Street before investing. The prospectus supplement and accompanying
prospectus contain a description of these matters and other important information about Fifth
Street and should be read carefully before investing.
This press release does not constitute an offer to sell or the solicitation of an offer to buy nor
will there be any sale of the shares referred to in this press release in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration
or qualification under the securities laws of such state or jurisdiction.
About Fifth Street Finance Corp.
Fifth Street Finance Corp. is a specialty finance company that lends to and invests in small and
mid-sized companies in connection with investments by private equity sponsors. Fifth Street Finance
Corp.s investment objective is to maximize its portfolios total return by generating current
income from its debt investments and capital appreciation from its equity investments.
Forward-Looking Statements
This press release contains certain forward-looking statements, including statements with regard to
Fifth Street Finance Corp.s securities offering and the anticipated use of the net proceeds of the
offering. Words such as believes, expects, projects, anticipates, and future or similar
expressions are intended to identify forward-looking statements. These forward-looking statements
are subject to the inherent uncertainties in predicting future results and conditions and no
assurance can be given that the securities offering discussed above will be consummated on the
terms described or at all. Completion of the securities offering and the terms thereof are subject
to numerous factors, many of which are beyond the control of Fifth Street Finance Corp., including
failure of customary closing conditions and other customary matters. Fifth Street Finance Corp.
undertakes no obligation to publicly update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
|
|
|
CONTACT:
|
|
Fifth Street Finance Corp. |
|
|
Stacey Thorne, Executive Director, Investor Relations |
|
|
(914) 286-6811 |
|
|
stacey@fifthstreetfinance.com |