FSC Fifth Street Finance Corp

Fifth Street Finance Corp. (NASDAQ:FSC) and Fifth Street Senior Floating Rate Corp. (NASDAQ:FSFR) today announced that their respective stockholders have overwhelmingly approved, with over 98% of the votes cast, new investment advisory agreements with Oaktree Capital Management, L.P. (“Oaktree”), an affiliate of Oaktree Capital Group, LLC (NYSE:OAK).  In addition, stockholders of FSC and FSFR have approved the election of the director nominees named below, contingent upon closing of the transactions contemplated by the asset purchase agreement, dated July 13, 2017, by and among Fifth Street Management LLC, Oaktree and, for certain limited purposes, Fifth Street Asset Management Inc. (NASDAQ:FSAM), and Fifth Street Holdings L.P.

At the closing of the transaction, Oaktree will replace Fifth Street Management LLC, an affiliate of FSAM, as the investment adviser to FSC and FSFR and an Oaktree affiliate will become their administrator.  Additionally, at the closing of the transaction, all current FSC board members except Richard P. Dutkiewicz, and all current FSFR board members except Richard W. Cohen, will resign. These directors will be replaced by Marc H. Gamsin, Craig Jacobson, Richard G. Ruben and Bruce Zimmerman as independent directors and John Frank, Vice Chairman of Oaktree, as an interested director.

The transaction is expected to be completed in the fourth quarter of 2017.  Consummation of the transaction is subject to FSAM stockholder approval and certain other closing conditions.

About Fifth Street Finance Corp.

Fifth Street Finance Corp. is a leading specialty finance company that provides custom-tailored financing solutions to small and mid-sized companies, primarily in connection with investments by private equity sponsors.  FSC originates and invests in one-stop financings, first lien, second lien, mezzanine debt and equity co-investments.  FSC's investment objective is to maximize its portfolio's total return by generating current income from its debt investments and capital appreciation from its equity investments. FSC 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 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 accessed at fsc.fifthstreetfinance.com.

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 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.  FSFR's website can be found at fsfr.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 FSC and FSFR. 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 FSC's and FSFR’s filings with the Securities and Exchange Commission and include changes in the economy and the financial markets, the timing of any assignment of the current investment advisory agreement with Fifth Street Management, whether and when Oaktree Capital Management, L.P. will become the investment adviser to FSC and FSFR and future changes in laws or regulations and conditions in FSC's or FSFR’s operating areas. FSC and FSFR undertake 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