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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 



 

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934

 



 

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

 

  o Preliminary Proxy Statement

 

  o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

  o Definitive Proxy Statement

 

  o Definitive Additional Materials

 

  x Soliciting Material Pursuant to §240.14a-12

Fifth Street Finance Corp. 

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

  x No fee required.

 

  o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1) Title of each class of securities to which transaction applies:
     

  (2) Aggregate number of securities to which transaction applies:
     

  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
     

  (4) Proposed maximum aggregate value of transaction:
     

  (5) Total fee paid:
     

  o Fee paid previously with preliminary materials.

 

  o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  (1) Amount Previously Paid:
     

  (2) Form, Schedule or Registration Statement No.:
     

  (3) Filing Party:
     

  (4) Date Filed:
     

 

 

 

 

On November 24, 2015, Fifth Street Asset Management Inc. (“FSAM”) held a conference call to review its third quarter 2015 financial and operating results. During the call, Leonard M. Tannenbaum, Chief Executive Officer of FSAM, provided the following information:

 

“Additionally, FSC [Fifth Street Finance Corp.] received a letter from a shareholder, RiverNorth Capital Partners, an investment firm that has recently purchased FSC shares. In its letter, RiverNorth called for the replacement of three FSC directors and additional strategic changes, including replacing the investment advisor. We believe certain statements in RiverNorth's press release were inflammatory and misleading. However, we do agree with RiverNorth that FSC assets are significantly undervalued by the market. With that said, questions have been raised by RiverNorth and other shareholders. We encourage constructive and open dialogue with these constituents to better understand their recommendations and reasoning.”

 

Participants in the Solicitation

 

Fifth Street Finance Corp. (the “Company”), its directors and certain of its executive officers, the directors and executive officers and employees of Fifth Street Management LLC that provide services to the Company and its subsidiaries pursuant to the Second Amended and Restated Investment Advisory Agreement, dated May 2, 2011, between the Company and Fifth Street Management LLC, the employees of FSC CT LLC and the directors and executive officers and employees of FSAM (the indirect parent company of Fifth Street Management LLC) may be deemed to be participants in the solicitation of proxies from stockholders in connection with the Company’s 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”).

 

Additional Information and Where to Find It

 

The Company plans to file a proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the 2016 Annual Meeting (the “2016 Proxy Statement”). Additional information regarding the identity of these potential participants, none of whom owns in excess of 2% of the shares of Company common stock (other than Leonard M. Tannenbaum, the Chairman and Chief Executive Officer of FSAM who beneficially owns approximately 2.1% of the shares of Company common stock based upon 153,340,371 shares of Company common stock outstanding, as of August 7, 2015, the total number of shares of Company common stock outstanding as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2015), and their direct or indirect interests, by security holdings or otherwise, will be set forth in the 2016 Proxy Statement and other materials to be filed with the SEC in connection with the 2016 Annual Meeting. This information can also be found in (i) the Company’s definitive proxy statement for its 2015 Annual Meeting of Stockholders (the “2015 Proxy Statement”), filed with the SEC on February 5, 2015, (ii) the Company’s Annual Report on Form 10-K for the year ended September 30, 2014, filed with the SEC on December 1, 2014 (the “Form 10-K”), (iii) FSAM’s definitive proxy statement for its 2015 Annual Meeting of Stockholders (the “FSAM 2015 Proxy Statement”), filed with the SEC on April 21, 2015, and (iv) FSAM’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 30, 2015 (the “FSAM Form 10-K”). To the extent holdings by the directors and executive officers of the Company of the shares of Company common stock have changed since the amounts printed in the 2015 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.

 

 

 

STOCKHOLDERS ARE URGED TO READ THE 2016 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE 2015 PROXY STATEMENT, THE FORM 10-K, THE FSAM 2015 PROXY STATEMENT AND THE FSAM FORM 10-K AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY OR FSAM HAS FILED OR WILL FILE WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION.

 

Stockholders will be able to obtain, free of charge, copies of the 2016 Proxy Statement (when available), the 2015 Proxy Statement, the Form 10-K and any other documents (including the WHITE proxy card) filed or to be filed by the Company with the SEC in connection with the 2016 Annual Meeting at the SEC’s website (http://www.sec.gov) or at the Company’s website (http://fsc.fifthstreetfinance.com/) or by writing to the Company’s Secretary at 777 West Putnam Avenue, 3rd Floor, Greenwich, Connecticut 06830. In addition, copies of the proxy materials, when available, may be requested from the Company’s proxy solicitor, Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, New York 10022 or toll-free at 888-750-5834.