FSFR Fifth Str SR Floating Rate Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

 

FORM 8-K

 

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 23, 2014 (July 21, 2014)

 

Fifth Street Senior Floating Rate Corp.

(Exact name of registrant as specified in its charter)

 

Delaware	001-35999	61-1713295
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

  

777 West Putnam Avenue, 3^rd Floor

Greenwich, CT 06830

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (203) 681-3600

 

10 Bank Street, 12^th Floor

White Plains, NY 10606

______________________________________________
Former name or former address, if changed since last report

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

  

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 23, 2014, Fifth Street Senior Floating Rate Corp. (the “Company”) announced that its Board of Directors made several management changes. Specifically, Richard A. Petrocelli has been promoted to Chief Financial Officer, effective July 22, 2014. In addition, Steven M. Noreika stepped down as CFO of the Company and Alexander C. Frank stepped down as Chief Operating Officer of the Company. Both Messrs. Noreika and Frank continue in their respective roles at the Company’s investment adviser, Fifth Street Management LLC.

 

Prior to his promotion, Mr. Petrocelli served as Chief Accounting Officer of Fifth Street Finance Corp. Previously, he spent 15 years at Saratoga Partners, a middle market private equity firm, where he was Managing Director and CFO. Additionally, he served as CFO and Chief Compliance Officer of Saratoga Partner’s publicly-traded business development company, Saratoga Investment Corp.

 

As disclosed in the Company’s other SEC filings, none of the Company’s executive officers receive direct compensation from the Company. The compensation paid to the Company’s CFO is set by the Company’s administrator, FSC CT, Inc., and is subject to reimbursement by the Company with respect to the allocable portion of such compensation for services rendered to the Company.

 

The Company filed a press release on July 23, 2014 to announce these management changes, a copy of which is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.	Description
99.1	Press Release dated July 23, 2014

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:  July 23, 2014	FIFTH STREET SENIOR FLOATING RATE CORP.
	By:  /s/ David H. Harrison
	Name:  David H. Harrison
	Title:    Chief Compliance Officer

 

 

Fifth Street Senior Floating Rate Corp. Announces Management Changes, Including the Promotion of Richard A. Petrocelli to CFO

 

GREENWICH, CT, July 23, 2014 -- Fifth Street Senior Floating Rate Corp. (NASDAQ:FSFR) (“FSFR”) today announced that its Board of Directors made several management changes, including the promotion of Richard A. Petrocelli to Chief Financial Officer.

 

Prior to his promotion, Mr. Petrocelli served as Chief Accounting Officer of Fifth Street Finance Corp. (NASDAQ:FSC) (“FSC”). Previously, he spent 15 years at Saratoga Partners, a middle market private equity firm, where he was Managing Director and CFO. Additionally, he served as CFO and Chief Compliance Officer of Saratoga Partner’s publicly-traded business development company, Saratoga Investment Corp. and has over 20 years of finance and accounting experience across a wide variety of roles in the asset management industry. Mr. Petrocelli has also been promoted to CFO of FSC.

 

Steven M. Noreika, who was serving as CFO of FSFR prior to Mr. Petrocelli’s appointment, will take over responsibility for managing the finances of Fifth Street’s growing private funds business along with his continuing role with FSFR’s investment adviser, Fifth Street Management LLC.

 

In addition, Alexander C. Frank has stepped down as Chief Operating Officer of FSFR. Mr. Frank remains in his role as COO of Fifth Street Management LLC, where he oversees the platform’s finance and operations infrastructure including FSFR, FSC and various Fifth Street private funds. Mr. Petrocelli will continue to report to Mr. Frank.

 

“As the Fifth Street platform expands, the depth of our team allows us to better align management with our expanded operations. I am pleased to announce Rich Petrocelli’s promotion and I look forward to working with him in his new role as CFO of Fifth Street Senior Floating Rate Corp.,” commented Ivelin M. Dimitrov, FSFR’s President and Chief Investment Officer.

 

“Steve Noreika remains an invaluable member of Fifth Street’s finance and accounting team and I am excited about his new expanded role within the organization,” stated Leonard M. Tannenbaum, FSFR’s Chief Executive Officer.

 

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.  The company has elected to be regulated as a business development company and is externally managed by Fifth Street Management LLC, an SEC-registered investment adviser and leading alternative asset manager with $5 billion in assets under management.  With a track record of more than 16 years, Fifth Street’s nationally recognized platform has the ability to hold loans up to $150 million, commit up to $250 million and structure and syndicate transactions up to $500 million.  Fifth Street Management received the 2014 ACG New York Champion’s Award for “Senior Lender Firm of the Year” and was named both 2013 “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

 

This press release may contain certain forward-looking statements, including statements with regard to the future performance of the company. Words such as “believes,” “expects,” “estimates,” “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. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements, and these factors are identified from time to time in the company’s filings with the Securities and Exchange Commission. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

CONTACT:

 

Investor Contact:
Dean Choksi, Executive Director of Finance & Head of Investor Relations
(203) 681-3722
dchoksi@fifthstreetfinance.com

 

Media Contact:
Nick Rust
Prosek Partners
(212) 279-3115 ext. 252
pro-fifthstreet@prosek.com