Please Vote Your Shares for the July 10th
Special Meeting Today!
June
27, 2014
Dear
Fifth Street Senior Floating Rate Corp. Stockholder:
We recently mailed to you proxy materials
for the Special Meeting of Fifth Street Senior Floating Rate Corp. (”FSFR” or the “Company”) stockholders
scheduled to be held on July 10, 2014. Your vote is extremely important.
If you are receiving this letter, either all or some
of your shares are still unvoted.
Please take the time to vote your shares. Since time is short before the Special Meeting,
we request that you vote your shares by Internet or telephone. You will need your 12-digit control number, which appears on the
right hand side of the enclosed voting instruction form. If you have any questions, please call your broker immediately or call
Morrow & Co. toll free at 800-662-5200.
Leading Independent Proxy Advisors Recommend
Fifth Street Senior Floating Rate Corp.
Stockholders Vote “
FOR
” the Proxy Proposal
On June 26, 2014, we issued a
press release where we announced that the two leading independent proxy advisory firms, Institutional Shareholder Services (“ISS”)
and Glass Lewis & Co. each recommended that FSFR stockholders vote “FOR” the proxy proposal. The proposal would
allow the Company, with approval of its Board, to sell shares of its common stock below its then current net asset value (“NAV”)
per share, subject to certain limitations outlined in the proxy statement. The authority granted under this proposal would expire
on the earlier of the one year anniversary of the date of the stockholder approval or the date of the Company's 2015 Annual Meeting
of Stockholders.
In recommending voting FOR the proposal, ISS
stated,
“In this case, the board disclosed
specific terms associated with this proposal including the maximum discount to NAV at which new shares can be issued and a limit
to the dilution shareholders would incur as a result of issuing shares below NAV. ISS considers the potential benefit to shareholders
in allowing the company to consummate favorable transactions quickly with available capital. Further, the board's discretion is
not without safeguards as the term is limited to one year and any sale of shares at a price below NAV must be approved by a majority
of the company's disinterested directors.”
Please Vote Your Shares Today!
Your vote is needed, regardless of the number
of shares you own. Please vote each and every voting instruction form you receive since you may hold shares in multiple accounts.
In the event that two proxies are received from you, the one bearing the latest date will be counted, as it automatically revokes
all prior proxies.
Thank you for voting.
If you have questions or need assistance
voting your shares, you should contact:
Morrow
& Co., LLC
Brokers call collect: (203) 658-9400
Stockholders call toll free: (800) 662-5200