Filed pursuant to Rule 497
Registration No. 333-191701

PROSPECTUS SUPPLEMENT
(to Prospectus dated August 1, 2014)

Fifth Street Senior Floating Rate Corp.

22,800,000 Shares

Common Stock

We are offering 22,800,000 shares of our common stock. In addition, Mr. Leonard M. Tannenbaum, our vice chairman and chief executive officer, has indicated that he intends to purchase up to an aggregate of $2.0 million of the shares in this offering at the public offering price.

Our investment objective is to maximize our portfolio’s total return by generating current income from our debt investments while seeking to preserve our capital. We intend to achieve our investment objective by investing primarily in senior secured loans, including first lien, unitranche and second lien debt instruments, that pay interest at rates which are determined periodically on the basis of a floating base lending rate, made to middle market companies whose debt is rated below investment grade, which we refer to collectively as “senior loans.” We use the term “unitranche” to refer to debt instruments that combine both senior and subordinated debt into one debt instrument. We may also invest in senior unsecured loans issued by private middle market companies and, to a lesser extent, subordinated loans issued by private middle market companies and senior and subordinated loans issued by public companies. Under normal market conditions, at least 80% of the value of our net assets plus borrowings for investment purposes will be invested in floating rate senior loans.

The companies in which we invest are typically highly leveraged, and, in most cases, our investments in such companies are not rated by any rating agency. If such investments were rated, we believe that they would likely receive a rating from a nationally recognized statistical rating organization of below investment grade (i.e., below BBB- or Baa), which is often referred to as “junk.” Exposure to below investment grade securities involves certain risks, and those securities are viewed as having predominately speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.

A portion of our investment portfolio consists of debt investments for which issuers are not required to make principal payments until the maturity of the senior loans, which would result in a substantial loss to us if such issuers are unable to refinance or repay their debt at maturity. In addition, substantially all of our debt investments have variable interest rates that reset periodically based on benchmarks such as London-Interbank Offered Rate and the prime rate. As a result, significant increases in such benchmarks in the future would make it more difficult for these borrowers to service their obligations under the debt investments that we hold.

We were formed in May 2013 as a Delaware corporation and structured as an externally managed, closed-end, non-diversified management investment company. We have elected to be treated as a business development company under the Investment Company Act of 1940 and elected to be treated and qualified as a regulated investment company under Subchapter M of the Internal Revenue Code for U.S. federal income tax purposes. We are managed by Fifth Street Management LLC and FSC CT, Inc. provides the administrative services necessary for us to operate. We are an “emerging growth company” under the federal securities laws and are subject to reduced public company reporting requirements.

Our common stock is listed on the NASDAQ Global Select Market under the symbol “FSFR.” As of August 13, 2014 and June 30, 2014, the last reported sale price of our common stock on the NASDAQ Global Select Market was $13.31 and $14.03, respectively. We are required to determine the net asset value per share of our common stock on a quarterly basis. Our net asset value per share of our common stock as of June 30, 2014 was $15.13.

An investment in our common stock is very risky and highly speculative. Shares of closed-end investment companies, including business development companies, frequently trade at a discount to their net asset value. If our shares trade at a discount to our net asset value, it may increase the risk of loss for purchasers in an offering. The offering price per share of our common stock, less any underwriting commissions or discounts, will not be less than the net asset value per share of our common stock at the time of the offering, except (i) with the requisite approval of our stockholders or (ii) under such other circumstances as the Securities and Exchange Commission may permit. In this regard, on July 10, 2014, our stockholders voted to allow us to issue common stock at a price below net asset value per share, subject to certain limitations, for the period ending on the earlier of (i) the one year anniversary of the date of the stockholder approval or (ii) the date of our 2015 annual meeting of stockholders, which is expected to be held in March 2015. In addition, we cannot issue shares of our common stock below net asset value unless our Board of Directors determines that it would be in our and our stockholders’ best interests to do so. Sales of common stock at prices below net asset value per share dilute the interests of existing stockholders, have the effect of reducing our net asset value per share and may reduce our market price per share. See “Sale of Common Stock Below Net Asset Value” in this prospectus supplement and “Sales of Common Stock Below Net Asset Value” the accompanying prospectus. In addition, the companies in which we invest are subject to special risks. See “Risk Factors” beginning on page 17 of the accompanying prospectus to read about factors you should consider, including the risk of leverage, before investing in our common stock.

This prospectus supplement and the accompanying prospectus contain important information about us that a prospective investor should know before investing in our common stock. Please read this prospectus supplement and the accompanying prospectus before investing and keep them for future reference. We file periodic reports, current reports, proxy statements and other information with the Securities and Exchange Commission. This information is available free of charge by contacting us at 777 West Putnam Avenue, 3 ^rd Floor, Greenwich, CT 06830 or by telephone at (203) 681-3600 or on our website at fsfr.fifthstreetfinance.com . Information contained on our website is not incorporated by reference into this prospectus supplement or the accompanying prospectus, and you should not consider that information to be part of this prospectus supplement or the accompanying prospectus. The Securities and Exchange Commission also maintains a website at www.sec.gov that contains information about us.

		Per Share				Total
Public offering price		$	12.9100			$	294,348,000
Sales load (underwriting discount)		$	0.7746			$	17,660,880
Proceeds, before expenses, to us (1)		$	12.1354			$	276,687,120

The underwriters expect to deliver the shares on or about August 19, 2014.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We have granted the underwriters an option, exercisable at any time until 30 days after the date of this prospectus supplement, to purchase up to 3,420,000 additional shares of our common stock solely to cover over-allotments.

Morgan Stanley		Deutsche Bank Securities		UBS Investment Bank		Goldman, Sachs & Co.
Barclays		Credit Suisse				J.P. Morgan
Janney Montgomery Scott		Ladenburg Thalmann		Oppenheimer & Co.		Maxim Group LLC

National Securities Corporation		MLV & Co.		Wunderlich Securities

The date of this prospectus supplement is August 14, 2014.

TABLE OF CONTENTS

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

		Page
Prospectus Supplement Summary			S-1
About the Offering			S-7
Fees and Expenses			S-11
Use of Proceeds			S-14
Capitalization			S-15
Selected Financial and Other Data			S-16
Management’s Discussion and Anaysis of Financial Condition and Results of Operations			S-17
Sale of Common Stock Below Net Asset Value			S-30
Underwriting			S-32
Legal Matters			S-36
Independent Registered Public Accounting Firm			S-36
Available Information			S-36
Index to Financial Statements			F-1

PROSPECTUS

		Page
Prospectus Summary			2
About the Offering			9
Fees and Expenses			13
Selected Financial and Other Data			16
Risk Factors			17
Special Note Regarding Forward-Looking Statements			38
Use of Proceeds			39
Price Range of Common Stock And Distributions			40
Management’s Discussion And Analysis of Financial Condition and Results of Operations			42
Senior Securities			55
Business			56
Portfolio Companies			66
Management			71
Portfolio Management			80
Investment Advisory Agreement			82
Administration Agreement			90
License Agreement			91
Certain Relationships and Related Party Transactions			92
Control Persons and Principal Stockholders			95
Dividend Reinvestment Plan			97
Description of Our Capital Stock			99
Sales of Common Stock Below Net Asset Value			102
Material U.S. Federal Income Tax Considerations			106
Regulation			114
Plan of Distribution			118
Custodian, Transfer and Distribution Paying Agent and Registrar			120
Brokerage Allocation and Other Practices			120
Legal Matters			120
Independent Registered Public Accounting Firm			120
Available Information			120
Privacy Notice			121
Index to Financial Statements			F-1

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS SUPPLEMENT

You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. Neither we nor the underwriters have authorized any other person to provide you with different information from that contained in this prospectus supplement or the accompanying prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. Neither this prospectus supplement nor the accompanying prospectus constitutes an offer to sell, or a solicitation of an offer to buy, any shares of our common stock by any person in any jurisdiction where it is unlawful for that person to make such an offer or solicitation or to any person in any jurisdiction to whom it is unlawful to make such an offer or solicitation. The information contained in this prospectus supplement and the accompanying prospectus is complete and accurate only as of their respective dates, regardless of the time of their delivery or sale of our common stock. Our financial condition, results of operations and/or prospects may have changed since those dates. To the extent required by law, we will amend or supplement the information contained in this prospectus supplement and the accompanying prospectus to reflect any material changes to such information subsequent to the date of this prospectus supplement and the accompanying prospectus and prior to the completion of any offering pursuant to this prospectus supplement and the accompanying prospectus.

This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of common stock and also adds to and updates information contained in the accompanying prospectus. The second part is the accompanying prospectus, which gives more general information and disclosure. To the extent the information contained in this prospectus supplement differs from or is additional to the information contained in the accompanying prospectus, you should rely only on the information contained in this prospectus supplement. You should read this prospectus supplement and the accompanying prospectus together with the additional information described under the heading “Available Information” before investing in our common stock.

Forward-Looking Statements

Information contained in this prospectus supplement and the accompanying prospectus may contain forward-looking statements. In addition, forward-looking statements can generally be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” or “continue” or the negative thereof or other variations thereon or comparable terminology. The matters described in “Risk Factors” in the accompanying prospectus and certain other factors noted throughout this prospectus supplement and the accompanying prospectus constitute cautionary statements identifying important factors with respect to any such forward-looking statements, including certain risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. The forward-looking statements contained in this prospectus supplement and the accompanying prospectus are excluded from the safe harbor protection provided by Section 27A of the Securities Act of 1933, as amended, or the Securities Act. For a list of factors that could affect these forward-looking statements, see “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in the accompanying prospectus.

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights some of the information in this prospectus supplement and the accompanying prospectus. It is not complete and may not contain all of the information that is important to you. To understand the terms of the common stock offered pursuant to this prospectus supplement and the accompanying prospectus, you should read the entire prospectus supplement and the accompanying prospectus carefully. Together, these documents describe the specific terms of the shares we are offering. Except as otherwise noted, all information in this prospectus supplement and the accompanying prospectus assumes no exercise of the underwriters’ over-allotment option.

Unless otherwise noted, the terms “we,” “us,” “our,” the “Company” and “FSFR” refer to Fifth Street Senior Floating Rate Corp. In addition, the terms “Fifth Street Management” and “investment adviser” refer to Fifth Street Management LLC, our external investment adviser. The term “administrator” or “FSC CT” refers to FSC CT, Inc., our administrator.

We also use the term “unitranche” to refer to debt instruments that combine both senior and subordinated debt into one debt instrument. Unitranche debt instruments typically pay a higher rate of interest than traditional senior debt instruments, but also pose greater risk associated with a lesser amount of asset coverage.

Fifth Street Senior Floating Rate Corp.

We are an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940, as amended, or the 1940 Act. In addition, for U.S. federal income tax purposes, we elected to be treated and qualified as a regulated investment company, or RIC, under Subchapter M of the Internal Revenue Code of 1986, as amended, or the “Code,” commencing with our first taxable year ended September 30, 2013.

Our investment objective is to maximize our portfolio’s total return by generating current income from our debt investments while seeking to preserve our capital. We intend to achieve our investment objective by investing primarily in senior secured loans, including first lien, unitranche and second lien debt instruments, that pay interest at rates which are determined periodically on the basis of a floating base lending rate, made to private middle market companies whose debt is rated below investment grade, which we refer to collectively as “senior loans.” We may also invest in senior unsecured loans issued by private middle market companies and, to a lesser extent, subordinated loans issued by private middle market companies and senior and subordinated loans issued by public companies. Under normal market conditions, at least 80% of the value of our net assets plus borrowings for investment purposes will be invested in floating rate senior loans. This policy may be changed by our Board of Directors with at least 60 days’ prior written notice provided to stockholders to the extent such a change would not affect our ability to maintain our election as a BDC.

Senior loans typically pay interest at rates which are determined periodically on the basis of the London-Interbank Offered Rate, or LIBOR, plus a premium. The senior loans in which we invest are typically made to U.S. and, to a limited extent, non-U.S. corporations, partnerships and other business entities which operate in various industries and geographical regions. Senior loans typically are rated below investment grade. Securities rated below investment grade are often referred to as “leveraged loans,” “high yield” securities or “junk,” and may be considered a higher risk than debt instruments that are rated investment grade. We target senior loans that generally bear annual interest at a rate of LIBOR plus a 5.0% premium (with a LIBOR floor), and for our investments that are not considered senior loans, we target an annual interest rate of LIBOR plus a 9.0% premium (with a LIBOR floor). We may make investments with interest rates that differ from our target rates and will periodically reassess our target rates in light of prevailing market conditions.

We invest in senior loans made primarily to private leveraged middle market companies with approximately $20 million to $100 million of earnings before interest, taxes, depreciation and amortization, or EBITDA. Our business model is focused primarily on the direct origination of investments through portfolio companies or their financial sponsors. Our investments generally range between $3 million and $20 million each, although we expect that this investment size will vary proportionately with the size of our capital base. In addition, we may invest a portion of our portfolio in other types of investments, which we refer to as

TABLE OF CONTENTS

opportunistic investments, which are not our primary focus, but are intended to enhance our overall returns. These opportunistic investments may include, but are not limited to, direct investments in public companies that are not thinly traded and securities of leveraged companies located in select countries outside of the United States. We may invest up to 30% of our total assets in such opportunistic investments, including senior loans issued by non-U.S. issuers, subject to compliance with our regulatory obligations as a BDC under the 1940 Act. See “Regulation as a Business Development Company” in the accompanying prospectus.

We are managed by Fifth Street Management and FSC CT, Inc. provides the administrative services necessary for us to operate. We believe that our ability to leverage the existing investment management and administrative support platforms of Fifth Street Management and FSC CT, Inc., respectively, enables us to operate more efficiently and with lower overhead costs than other newly formed funds of comparable size.

From the time we commenced operations on June 29, 2013 through June 30, 2014, we originated $332.2 million of debt investments. As of June 30, 2014, our portfolio totaled $191.5 million at fair value and was comprised of 42 investments in operating companies. The 42 debt investments in our portfolio as of June 30, 2014 had a weighted average debt to EBITDA multiple of 4.18x calculated at the time of origination of the investment. The weighted average annual yield of our debt investments as of June 30, 2014 was approximately 7.00%, of which 6.96% represented cash payments and 0.04% represented other non-cash items. The weighted average annual yield of our debt investments does not, however, represent the return on investment for our stockholders.

On November 1, 2013, FS Senior Funding LLC, our wholly-owned, special purpose financing subsidiary, entered into a revolving credit facility with the lenders referred to therein, Natixis, New York Branch, as administrative agent, and U.S. Bank National Association, as collateral agent and custodian (the “Credit Facility”). Borrowings under the Credit Facility are subject to certain customary advance rates and accrue interest at a rate equal to either the applicable commercial paper rate (subject to an overall cap) plus 1.90% per annum in the case of a lender that is a commercial paper conduit or otherwise the three-month LIBOR plus 2.00% per annum. In addition, there is a commitment fee payable on the undrawn amount under the credit facility equal to 1.00% (or 0.50% for the first six months after the closing date) of such undrawn amount. Interest and commitment fees are payable quarterly in arrears. The reinvestment period under the Credit Facility ends 18 months after the closing date and the Credit Facility will mature on November 1, 2021.

As of August 12, 2014, we had $83.4 million of borrowings outstanding under the Credit Facility. A majority of our investments are held, in whole or in part, indirectly through FS Senior Funding LLC. The borrowings under the Credit Facility are secured by all of the assets of FS Senior Funding LLC and all of our equity interest in FS Senior Funding LLC. We may use the Credit Facility to fund a portion of FS Senior Funding LLC’s loan origination activities and for general corporate purposes. Each loan origination under the Credit Facility is subject to the satisfaction of certain conditions. Our borrowings under the Credit Facility bore interest at a weighted average interest rate of 2.205% for the nine months ended June 30, 2014. For the three and nine months ended June 30, 2014, we recorded interest expense of $0.5 million and $1.1 million, respectively, related to the Credit Facility.

As a BDC, we are required to comply with certain regulatory requirements, including limitations on our use of debt. We are permitted to, and expect to, finance our investments through borrowings. However, as a BDC, we are only generally allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, equals at least 200% after such borrowing. The amount of leverage that we employ will depend on our assessment of market conditions and other factors at the time of any proposed borrowing, such as the maturity, covenant package and rate structure of the proposed borrowings, our ability to raise funds through the issuance of shares of our common stock and the risks of such borrowings within the context of our investment outlook. Ultimately, we only intend to use leverage if the expected returns from borrowing to make investments will exceed the cost of such borrowing. We are currently targeting a debt to equity ratio of 0.85x (i.e., we aim to have one dollar of equity for each $0.85 of debt outstanding).

As a RIC, we generally will not have to pay corporate-level federal income taxes on any net ordinary income or realized net capital gains that we distribute to our stockholders if we meet certain source-of-income, annual distribution and asset diversification requirements.

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

Recent Developments

The outstanding balance under the Credit Facility as of August 12, 2014 was $83.4 million.

TABLE OF CONTENTS

See “Risk Factors” beginning on page 17 of the accompanying prospectus for a more robust discussion of these and other risks you should carefully consider before deciding to invest in our common stock.

Corporate Information

Our principal executive office is located at 777 West Putnam Avenue, 3 ^rd Floor, Greenwich, CT 06830 or by telephone at (203) 681-3600. We maintain a website on the Internet at fsfr.fifthstreetfinance.com . Information contained on our website is not incorporated by reference into this prospectus supplement or the accompanying prospectus, and you should not consider that information to be part of this prospectus supplement or the accompanying prospectus.

TABLE OF CONTENTS

ABOUT THE OFFERING

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

FEES AND EXPENSES

The following table is intended to assist you in understanding the costs and expenses that an investor in our common stock will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever this prospectus supplement contains a reference to fees or expenses paid by “you,” “us” or “Fifth Street,” or that “we” will pay fees or expenses, stockholders will indirectly bear such fees or expenses as investors in us.

Stockholder Transaction Expenses:
Sales load (as a percentage of offering price)			6.00	% (1)
Offering expenses (as a percentage of offering price)			0.10	% (2)
Dividend reinvestment plan fees			—	(3)
Total stockholder transaction expenses (as a percentage of offering price)			6.10	%
Annual Expenses (as a percentage of net assets attributable to common stock):
Management fees			1.27	% (4)
Incentive fees under Investment Advisory Agreement (20%)			1.25	% (5)
Interest payments on borrowed funds (including other costs of servicing and offering debt securities)			0.57	% (6)
Other expenses			0.65	% (7)
Total annual expenses			3.74	% (8)

(1)

Represents the expected underwriting discount with respect to the shares of our common stock sold by us in this offering.

(2)

The expenses of this offering payable by us (other than the underwriting discount) are estimated to be approximately $300,000. The amount of offering expenses, as a percentage of the offering price of shares to be sold in this offering, is based on a public offering price of $12.91 per share. If the underwriters exercise their over-allotment option in full, the offering expenses borne by our stockholders (as a percentage of the offering price) will be approximately 0.09%.

(3)

The expenses of administering our dividend reinvestment plan are included in “other expenses.”

(4)

Reflects the aggregate amount of base management fees we estimate will be payable under our investment advisory agreement during the next twelve months, or $4.8 million, which, as required by SEC rules, is calculated based on our net assets (i.e., gross assets held after deduction of all liabilities) rather than our gross assets. Our base management fee under the investment advisory agreement is calculated at an annual rate of 1% of our gross assets (i.e., total assets held before deduction of any liabilities), which includes the assets of our consolidated subsidiary and investments acquired with the use of leverage, and excludes cash and cash equivalents (as defined in the notes to our financial statements). See “Investment Advisory Agreement — Overview of Our Investment Adviser —  Management Fee” in the accompanying prospectus. The base management fee is calculated based on the average value of our gross assets at the end of the two most recently completed quarters. The fact that our base management fee is payable based upon our gross assets (i.e., total assets held before deduction of any liabilities, including borrowings) may encourage Fifth Street Management to use debt to make additional investments, thereby increasing the base management fee as a percentage of net assets attributable to common stock. For purposes of this table, we have assumed gross assets of $208.7 million, as of June 30, 2014, as adjusted for this offering and any other change in borrowings since such date, excluding an assumed cash and cash equivalents balance of $1.0 million. The use of borrowings for investment purposes increases our gross assets upon which our base management fees are calculated, while our net assets remain unchanged. See “Investment Advisory Agreement — Overview of Our Investment Adviser — Management Fee” in the accompanying prospectus.

TABLE OF CONTENTS

The second part of the incentive fee equals 20% of our “Incentive Fee Capital Gains,” which equals our realized capital gains on a cumulative basis from inception through the end of the year, if any, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees. The second part of the incentive fee is payable, in arrears, at the end of each fiscal year (or upon termination of the investment advisory agreement, as of the termination date).

TABLE OF CONTENTS

Example

The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we have assumed that our annual operating expenses would remain at the levels set forth in the table above. In the event that shares to which this prospectus relates are sold to or through underwriters, a corresponding prospectus supplement will restate this example to reflect the applicable sales load.

		1 Year				3 Year				5 Year				10 Year
You would pay the following expenses on a 1,000 investment, assuming a 5% annual return		$	74			$	149			$	227			$	437

The example and the expenses in the tables above should not be considered a representation of our future expenses, and actual expenses may be greater or less than those shown. While the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. The example assumes that the 5% annual return is generated entirely through the realization of capital gains on our assets and, as a result, triggers the payment of an incentive fee on such capital gains under our investment advisory agreement. If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an incentive fee of a greater amount, our expenses, and returns to our investors, would be higher. In addition, while the example assumes reinvestment of all distributions at net asset value, participants in our dividend reinvestment plan will receive a number of shares of our common stock, determined by dividing the total dollar amount of the cash distribution payable to a participant by either (i) the greater of (a) the current net asset value per share of our common stock and (b) 95% of the market price per share of our common stock at the close of trading on the payment date fixed by our Board of Directors in the event that we use newly issued shares to satisfy the share requirements of the dividend reinvestment plan or (ii) the average purchase price, excluding any brokerage charges or other charges, of all shares of common stock purchased by the administrator of the dividend reinvestment plan in the event that shares are purchased in the open market to satisfy the share requirements of the dividend reinvestment plan, which may be at, above or below net asset value. See “Dividend Reinvestment Plan” for additional information regarding our dividend reinvestment plan.

TABLE OF CONTENTS

USE OF PROCEEDS

Our net proceeds from the sale of shares of our common stock in this offering are estimated to be $276.4 million, or $317.9 million if the underwriters exercise the option to purchase additional shares of our common stock solely to cover over-allotments, after deducting underwriting discounts and commissions and estimated expenses payable by us.

We intend to use the net proceeds from this offering to repay debt outstanding under the Credit Facility and to make investments in accordance with our investment objective and strategies described in this prospectus supplement and the accompanying prospectus and may also use such funds for general corporate purposes, including for working capital requirements. As of August 12, 2014, we had $83.4 million of borrowings outstanding under the Credit Facility. Borrowings under the Credit Facility are subject to certain customary advance rates and accrue interest at a rate equal to either the applicable commercial paper rate (subject to an overall cap) plus 1.90% per annum in the case of a lender that is a commercial paper conduit or otherwise the three-month LIBOR plus 2.00% per annum. The Credit Facility will mature on November 1, 2021.

We estimate that it will take six months for us to substantially invest the net proceeds of this offering, depending on the availability of attractive opportunities and market conditions. However, we can offer no assurance that we will be able to achieve this goal.

We will invest any idle funds primarily in high quality, short-term debt securities, consistent with our business development company election and our election to be taxed as a RIC, at yields significantly below those we expect to earn on investments in small and mid-sized companies.

TABLE OF CONTENTS

CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2014:

		As of June 30, 2014
		Actual				As Adjusted
Assets:
Cash and cash equivalents, including restricted cash		$	7,361,864			$	193,922,074
Total investments at fair value			191,524,140				191,524,140
Other assets			9,777,464				9,777,464
Total Assets			208,663,468				395,223,678
Long-term debt, including current maturities
Credit Facility payable			89,826,910				—	(1)
Total long-term debt			89,826,910				—
Other liabilities			17,998,674				17,998,674
Total liabilities			107,825,584				17,998,674
Net Assets:
Common stock, $0.01 par value (150,000,000 shares authorized; 6,666,768 shares outstanding actual, 29,466,768 shares outstanding as adjusted			66,668				294,668
Additional paid-in-capital			99,934,852				376,093,972
Net unrealized depreciation on investments			(626,766	)			(626,766	)
Net realized gain on investments			198,481				198,481
Accumulated undistributed net investment income			1,264,649				1,264,649
Total Net Assets		$	100,837,884			$	377,225,004
Total Capitalization		$	190,664,794			$	377,225,004

TABLE OF CONTENTS

SELECTED FINANCIAL AND OTHER DATA

The following selected financial data should be read together with our financial statements and the related notes and the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are included elsewhere in this prospectus. The financial information as of and for the period ended September 30, 2013 set forth below was derived from our audited financial statements and related notes included herein. The financial information as of and for the nine months ended June 30, 2014 was derived from our unaudited consolidated financial statements and related notes included herein. In the opinion of management, all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of financial statements for the interim period, have been included. The historical financial information below may not be indicative of our future performance. Our results for the interim period may not be indicative of our results for the full year.

		As of and for the Nine Months Ended June 30, 2014				As of and for the Period Ended September 30, 2013 (2)
Statement of Operations data:
Total investment income		$	9,557,675			$	1,144,460
Base management fee			1,127,180				61,379
Part I Incentive Fee			630,432				—
All other expenses			2,643,367				241,723
Net investment income			5,156,696				841,358
Realized and unrealized losses on investments			(428,285	)			—
Net increase in net assets resulting from operations			4,728,411				841,358
Per share data:
Net asset value per common share at period end		$	15.13			$	15.13
Market price at period end			14.03				13.54
Net investment income			0.77				0.16
Realized and unrealized losses on investments			(0.06	)			—
Net increase in net assets resulting from operations			0.71				0.16
Distributions to stockholders from ordinary income			0.71				—
Balance Sheet data at period end:
Total investments at fair value		$	191,524,140			$	48,653,617
Cash and cash equivalents, including restricted cash			7,361,864				52,346,831
Other assets			9,777,464				449,596
Total assets			208,663,468				101,450,044
Total liabilities			107,825,584				607,166
Total net assets			100,837,884				100,842,878
Other data:
Weighted average yield on debt investments (1)			7.00	%			6.81	%
Number of investments at period end			42				8

TABLE OF CONTENTS

TABLE OF CONTENTS

Critical Accounting Policies

Basis of Presentation

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make certain estimates and assumptions affecting amounts reported in the Financial Statements. We have identified investment valuation and revenue recognition as our most critical accounting estimates. We continuously evaluate our estimates, including those related to the matters described below. These estimates are based on the information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from those estimates under different assumptions or conditions. A discussion of our critical accounting policies follows.

Investment Valuation

We are required to report our investments that are not publicly traded or for which current market values are not readily available at fair value. The fair value is deemed to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

In accordance with authoritative accounting guidance, we perform detailed valuations of our debt and equity investments on an individual basis, using bond yield, market and income approaches as appropriate. In general, we utilize a bond yield method for the majority of our investments, as long as it is appropriate. If, in our judgment, the bond yield approach is not appropriate, we may use the market approach, income approach, or, in certain cases, an alternative methodology potentially including market quotations, asset liquidation model, expected recovery model or other alternative approaches.

Under the bond yield approach, we use bond yield models to determine the present value of the future cash flow streams of our debt investments. We review various sources of transactional data, including private mergers and acquisitions involving debt investments with similar characteristics, and assess the information in the valuation process.

Under the market approach, we estimate the enterprise value of the portfolio companies in which we invest. There is no one methodology to estimate enterprise value and, in fact, for any one portfolio company, enterprise value is best expressed as a range of fair values from which we derive a single estimate of enterprise value. To estimate the enterprise value of a portfolio company, we analyze various factors, including the portfolio company’s historical and projected financial results. Typically, private companies are valued based on multiples of EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization), cash flows, net income or revenues. We generally require portfolio companies to provide annual audited and quarterly and monthly unaudited financial statements, as well as annual projections for the upcoming fiscal year.

Under the income approach, we generally prepare and analyze discounted cash flow models based on our projections of the future free cash flows of the business.

Our Board of Directors undertakes a multi-step valuation process each quarter in connection with determining the fair value of our investments:

TABLE OF CONTENTS

The fair value of all of our investments at June 30, 2014 and September 30, 2013 was determined by our Board of Directors. Our Board of Directors has engaged independent valuation firms to provide us with valuation assistance; however, our Board of Directors is ultimately and solely responsible for the valuation of our portfolio investments at fair value as determined in good faith pursuant to our valuation policy and a consistently applied valuation process.

A portion of the portfolio valued by an independent third party is on a quarterly basis, with a substantial portion being valued over the course of each fiscal year.

The percentages of our portfolio, at fair value, valued by independent valuation firms each period during the current fiscal year were as follows:

For the quarter ended December 31, 2013			34.1	%
For the quarter ended March 31, 2014			30.5	%
For the quarter ended June 30, 2014			56.6	%

As of June 30, 2014 and September 30, 2013, approximately 91.8% and 48.0%, respectively, of our total assets represented investments in portfolio companies valued at fair value.

Revenue Recognition

Interest and Dividend Income

Interest income, adjusted for accretion of original issue discount, or OID, is recorded on the accrual basis to the extent that such amounts are expected to be collected. We stop accruing interest on investments when it is determined that interest is no longer collectible. Distributions from portfolio companies are recorded as dividend income when the distribution is received.

Fee Income

We receive a variety of fees in the ordinary course of business including servicing, advisory, structuring and prepayment fees which are classified as fee income and recognized as they are earned.

Payment-in-Kind (PIK) Interest

Although none of our investments bore PIK interest as of June 30, 2014, a portion of our loans may contain contractual PIK interest provisions in the future. The PIK interest, which represents contractually deferred interest, will be added to the loan balance that is generally due at the end of the loan term, and would generally be recorded on the accrual basis to the extent such amounts are expected to be collected. We would generally cease accruing PIK interest if there is insufficient value to support the accrual or if we do not expect the portfolio company to be able to pay all principal and interest due. Our decision to cease accruing PIK interest would involve subjective judgments and determinations based on available information about a particular portfolio company, including whether the portfolio company is current with respect to its payment of principal and interest on its loans and debt securities; monthly and quarterly financial statements and financial projections for the portfolio company; our assessment of the portfolio company’s business development success, including product development, profitability and the portfolio company’s overall adherence to its business plan; information obtained by us in connection with periodic formal update interviews with the portfolio company’s management and, if appropriate, the private equity sponsor; and

TABLE OF CONTENTS

information about the general economic and market conditions in which the portfolio company operates. Based on this and other information, we would determine whether to cease accruing PIK interest on a loan or debt security. Our determination to cease accruing PIK interest on a loan or debt security would generally be made well before our full write-down of such loan or debt security.

For a discussion of risks we are subject to if we were to acquire loans that bear PIK interest, see “Risk Factors — Risks Relating to Our Business and Structure — We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income,” “— We may in the future choose to pay dividends in our own stock, in which case you may be required to pay tax in excess of the cash you receive” and “— Our incentive fee may induce our investment adviser to make speculative investments” in the accompanying prospectus. In addition, if it is subsequently determined that we will not be able to collect any previously accrued PIK interest, the fair value of our loans or debt securities would decline by the amount of such previously accrued, but uncollectible, PIK interest. The accrual of PIK interest on our debt investments would increase the recorded cost basis of these investments in our financial statements and, as a result, would increase the cost basis of these investments for purposes of computing the capital gains incentive fee payable by us to our Investment Adviser.

To qualify as a RIC, PIK income must be paid out to our stockholders in the form of dividends even though we have not yet collected the cash and may never collect the cash relating to the PIK interest. We did not have any accumulated PIK interest as of June 30, 2014 and September 30, 2013.

Portfolio Composition

Our investments principally consist of senior secured loans in privately-held companies. Our loans are typically secured by a first or second lien on the assets of the portfolio company and generally have terms of up to six years (but an expected average life of between three and four years). We are currently focusing our origination efforts on a prudent mix of first lien and second lien loans which we believe will provide superior risk-adjusted returns while maintaining adequate credit protection. The mix may change over time based on market conditions and management’s view of where the best risk-adjusted returns are available.

As of June 30, 2014 and September 30, 2013, 100.0% of our investment portfolio (at cost and fair value) was invested in senior secured debt investments that bore interest at floating rates.

The industry composition of our portfolio at cost and fair value as a percentage of total investments was as follows:

		June 30, 2014				September 30, 2013
Cost:
Healthcare services			13.01	%			53.44	%
Internet software & services			12.10				—
Healthcare technology			6.75				—
Advertising			5.71				—
Pharmaceuticals			5.18				—
Application software			5.15				16.86
Hotels, resorts & cruise lines			5.07				—
Integrated telecommunication services			4.37				—
Electrical components & equipment			4.16				—
Food distributors			3.89				—
Education services			3.48				—
Diversified capital markets			2.84				10.28
Computer hardware			2.60				—
Alternative carriers			2.60				—
Research & consulting services			2.59				—
Personal products			2.59				—
Oil & gas equipment & services			2.50				10.28

TABLE OF CONTENTS

		June 30, 2014				September 30, 2013
Electronic components			2.40				—
IT consulting & other services			2.34				—
Auto parts & equipment			2.08				—
Fertilizers & agricultural chemicals			1.87				—
Diversified support services			1.81				—
Movies & entertainment			1.68				—
Specialized consumer services			1.67				—
Wireless telecommunication services			1.56				—
Packaged foods & meats			—				9.14
Total			100.00	%			100.00	%
Fair value:
Healthcare services			12.97	%			53.44	%
Internet software & services			12.11				—
Healthcare technology			6.79				—
Advertising			5.76				—
Application software			5.12				16.86
Pharmaceuticals			5.11				—
Hotels, resorts & cruise lines			5.09				—
Integrated telecommunication services			4.39				—
Electrical components & equipment			4.11				—
Food distributors			3.91				—
Education services			3.52				—
Diversified capital markets			2.86				10.28
Computer hardware			2.61				—
Alternative carriers			2.61				—
Personal products			2.59				—
Research & consulting services			2.57				—
Oil & gas equipment & services			2.48				10.28
Electronic components			2.40				—
IT consulting & other services			2.31				—
Auto parts & equipment			2.09				—
Fertilizers & agricultural chemicals			1.88				—
Diversified support services			1.80				—
Movies & entertainment			1.68				—
Specialized consumer services			1.67				—
Wireless telecommunication services			1.57				—
Packaged foods & meats			—				9.14
Total			100.00	%			100.00	%

TABLE OF CONTENTS

Portfolio Asset Quality

We employ a ranking system to assess and monitor the credit risk of our investment portfolio. We rank all investments on a scale from 1 to 4. The system is intended to reflect the performance of the borrower’s business, the collateral coverage of the loan, and other factors considered relevant to making a credit judgment. We have determined that there should be an individual ranking assigned to each tranche of securities in the same portfolio company where appropriate. This may arise when the perceived risk of loss on the investment varies significantly between tranches due to their respective seniority in the capital structure.

The following table shows the distribution of our investments on the 1 to 4 investment ranking scale at fair value as of June 30, 2014 and September 30, 2013:

		June 30, 2014												September 30, 2013
		Fair Value				% of Portfolio				Leverage Ratio				Fair Value				% of Portfolio				Leverage Ratio
1			—				—				—				—				—				—
2		$	191,524,140				100.00	%			4.14			$	48,653,617				100.00	%			4.32
3			—				—				—				—				—				—
4			—				—				—				—				—				—
Total		$	191,524,140				100.00	%			4.14			$	48,653,617				100.00	%			4.32

We may from time to time modify the payment terms of our investments, either in response to current economic conditions and their impact on certain of our portfolio companies or in accordance with tier pricing provisions in certain loan agreements. Such modified terms may include increased PIK interest provisions and reduced cash interest rates. Any future modifications to our loan agreements, may limit the amount of interest income that we recognize from the modified investments, which may, in turn, limit our ability to make distributions to our stockholders. As of June 30, 2014 and September 30, 2013, we had modified the payment terms of our investments in two portfolio companies.

Loans and Debt Securities on Non-Accrual Status

As of June 30, 2014 and September 30, 2013, there were no investments on which we had stopped accruing interest income. For the nine months ended June 30, 2014, there were no income non-accrual amounts.

Discussion and Analysis of Results and Operations

Results of Operations

The principal measure of our financial performance is the net increase (decrease) in net assets resulting from operations, which includes net investment income (loss), net realized gain (loss) and net unrealized appreciation (depreciation). Net investment income is the difference between our income from interest,

TABLE OF CONTENTS

dividends, fees and other investment income and total expenses. Net realized gain (loss) on investments is the difference between the proceeds received from dispositions of portfolio investments and their stated costs. Net unrealized appreciation (depreciation) is the net change in the fair value of our investment portfolio.

Three and nine months ended June 30, 2014

Total Investment Income

Total investment income includes interest and dividend income on our investments, fee income and other investment income. Fee income consists principally of loan and arrangement fees, administrative fees, unused fees, amendment fees, advisory fees, structuring fees, exit fees, prepayment fees and waiver fees.

Total investment income for the three months ended June 30, 2014 was $3.8 million and primarily consisted of $3.0 million of interest income from portfolio investments and $0.8 million of fee income. Total investment income for the nine months ended June 30, 2014 was $9.6 million and primarily consisted of $6.9 million of interest income from portfolio investments and $2.7 million of fee income. The weighted average cash yield on our debt investments at June 30, 2014 was 6.96%.

TABLE OF CONTENTS

For the nine months ended June 30, 2014, we experienced a net decrease in cash and cash equivalents of $47.2 million. During that period, we used $132.3 million of cash in operating activities, primarily for the funding of $264.2 million of investments and net revolvers, partially offset by $121.0 million of amortization payments and proceeds from the sale of investments and $5.2 million of net investment income. During the same period, cash provided by financing activities was $85.1 million, primarily consisting of $89.8 million of borrowings under our credit facility, net of $1.8 million of deferred financing costs paid and $2.9 million of dividends paid.

As of June 30, 2014, we had $5.1 million of cash and cash equivalents, $2.3 million of restricted cash, portfolio investments (at fair value) of $191.5 million, $7.0 million of receivables from unsettled transactions, dividend payable of $1.8 million, $89.8 million of borrowings under our credit facility and unfunded commitments of $11.7 million.

As of September 30, 2013, we had $52.3 million of cash and cash equivalents, portfolio investments (at fair value) of $48.7 million, $0.4 million of interest and fees receivable and unfunded commitments of $5.8 million.

Other Sources of Liquidity

We intend to continue to generate cash primarily from cash flows from operations, including interest earned, future borrowings and future offerings of securities. Our primary use of funds is investments in our targeted asset classes and cash distributions to holders of our common stock. In the future, we may also securitize a portion of our investments in first and second lien senior loans or unsecured debt or other assets. To securitize loans, we would likely create a wholly-owned subsidiary and contribute a pool of loans to the subsidiary. We would then sell interests in the subsidiary on a non-recourse basis to purchasers and we would retain all or a portion of the equity in the subsidiary. We may also from time to time enter into joint ventures with other investors to invest in similar securities.

Although we expect to fund the growth of our investment portfolio through the net proceeds from future equity offerings, including our dividend reinvestment plan, and issuances of senior securities or future borrowings to the extent permitted by the 1940 Act, our plans to raise capital may not be successful. In this regard, because our common stock has at times traded at a price below our then-current net asset value per share and we are limited in our ability to sell our common stock at a price below net asset value per share, we may be limited in our ability to raise equity capital.

In addition, we intend to distribute between 90% and 100% of our taxable income to our stockholders in order to satisfy the requirements applicable to RICs under Subchapter M of the Code. See “Regulated Investment Company Status and Distributions” below. Consequently, we may not have the funds or the ability to fund new investments, to make additional investments in our portfolio companies, to fund our unfunded commitments to portfolio companies or to repay borrowings. In addition, the illiquidity of our portfolio investments may make it difficult for us to sell these investments when desired and, if we are required to sell these investments, we may realize significantly less than their recorded value.

Also, as a business development company, we generally are required to meet a coverage ratio of total assets, less liabilities and indebtedness not represented by senior securities, to total senior securities, which include all of our borrowings and any outstanding preferred stock, of at least 200%. This requirement limits the amount that we may borrow. As of June 30, 2014, we were in compliance with this requirement. The amount of leverage that we employ will depend on our assessment of market conditions and other factors at the time of any proposed borrowing, such as the maturity, covenant package and rate structure of the proposed borrowings, our ability to raise funds through the issuance of shares of our common stock and the risks of such borrowings within the context of our investment outlook. Ultimately, we only intend to use leverage if the expected returns from borrowing to make investments will exceed the cost of such borrowing. To fund growth in our investment portfolio in the future, we anticipate needing to raise additional capital from various sources, including the equity markets and the securitization or other debt-related markets, which may or may not be available on favorable terms, if at all.

TABLE OF CONTENTS

Significant Capital Transactions That Have Occurred Since Inception

The following table reflects the dividend distributions per share that our Board of Directors has declared on our common stock since inception:

Date Declared		Record Date				Payment Date				Amount per Share				Cash Distribution				DRIP Shares Issued (1)				DRIP Shares Value
October 8, 2013			October 21, 2013				October 31, 2013			$	0.01			$	66,667				—				—
October 8, 2013			December 16, 2013				January 31, 2014				0.20				1,333,354				606			$	8,288
January 3, 2014			March 31, 2014				April 15, 2014				0.23				1,533,357				469				6,734
February 11, 2014			June 30, 2014				July 15, 2014				0.27				1,800,027				1,279				17,924
May 12, 2014			September 15, 2014				October 15, 2014				0.30

On July 17, 2013, we completed an initial public offering of 6,666,668 shares of our common stock at the public offering price of $15.00 per share. The proceeds totaled $100.0 million and all offering costs were borne by Fifth Street Management LLC, our investment adviser, including $5.3 million of underwriting commissions and $0.4 million of other offering related expenses. Our common stock is listed on the NASDAQ Global Select Market, where it trades under the symbol “FSFR.”

On July 10, 2014, our stockholders voted to allow us to issue common stock at a price below net asset value per share the period ending on the earlier of (i) the one year anniversary of the date of the stockholder approval or (ii) the date of our 2015 annual meeting of stockholders, which is expected to be held in March 2015.

Borrowings

On November 1, 2013, FS Senior Funding LLC, our wholly-owned, special purpose financing subsidiary entered into a $100 million revolving credit facility (the “Natixis facility”) with the lenders referred to therein, Natixis, New York Branch, as administrative agent, and U.S. Bank National Association, as collateral agent and custodian.

Borrowings under the Natixis facility are subject to certain customary advance rates and accrue interest at a rate equal to either the applicable commercial paper rate (subject to an overall cap) plus 1.90% in the case of a lender that is a commercial paper conduit or otherwise the three-month LIBOR plus 2.00% per annum. In addition, there is a commitment fee payable on the undrawn amount under the credit facility equal to 1.00% (or 0.50% for the first six months after the closing date) of such undrawn amount. Interest and commitment fees are payable quarterly in arrears. The reinvestment period under the credit facility ends 18 months after the closing date and the credit facility will mature on November 1, 2021.

As of June 30, 2014, we had $89.8 million of borrowings outstanding under the Natixis facility, which had a fair value of $89.8 million. The borrowings under the Natixis facility are secured by all of the assets of FS Senior Funding LLC and all of our equity interest in FS Senior Funding LLC. We may use the Natixis facility to fund a portion of FS Senior Funding LLC’s loan origination activities and for general corporate purposes. Each loan origination under the Natixis facility is subject to the satisfaction of certain conditions. Our borrowings under the Natixis facility bore interest at a weighted average interest rate of 2.205% for the nine months ended June 30, 2014. For the three and nine months ended June 30, 2014, we recorded interest expense of $0.5 million and $1.1 million, respectively, related to the Natixis facility.

Off-Balance Sheet Arrangements

We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. As of June 30, 2014 and September 30, 2013, our only off-balance sheet arrangements consisted of $11.7 million and $5.8 million, respectively, of unfunded commitments to provide debt financing to certain of our portfolio companies. Such commitments are subject to our portfolio companies’ satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees, elements of credit risk in excess of the amount recognized in the Consolidated Statements of Assets and Liabilities and are not reflected on our Consolidated Statements of Assets and Liabilities.

TABLE OF CONTENTS

A summary of the composition of unfunded commitments (consisting of revolvers & term loans) as of June 30, 2014 and September 30, 2013 is shown in the table below:

		June 30, 2014				September 30, 2013
Landslide Holdings, Inc.		$	5,000,000			$	5,000,000
Triple Point Group Holdings, Inc.			4,959,375				—
NextCare, Inc.			1,437,716				—
Quorum Business Solutions (USA), Inc.			333,333				—
Bellisio Foods, Inc.			—				800,847
Total		$	11,730,424			$	5,800,847

Contractual Obligations

The following table reflects information pertaining to our debt outstanding under the Natixis facility:

		Debt Outstanding as of September 30, 2013				Debt Outstanding as of June 30, 2014				Weighted average debt outstanding for the nine months ended June 30, 2014				Maximum debt outstanding for the nine months ended June 30, 2014
Credit facility payable		$	—			$	89,826,910			$	50,475,640			$	92,954,210
Total debt		$	—			$	89,826,910			$	50,475,640			$	92,954,210

The following table reflects our contractual obligations arising from the Natixis facility:

		Payments due by period as of June 30, 2014
		Total				< 1 year				1 – 3 years				3 – 5 years				> 5 years
Natixis facility		$	89,826,910			$	—			$	—			$	—			$	89,826,910
Interest due on the Natixis facility			14,383,577				1,958,227				3,916,454				3,916,454				4,592,442
Total		$	104,210,487			$	1,958,227			$	3,916,454			$	3,916,454			$	94,419,352

Regulated Investment Company Status and Dividends

We have elected to be treated and qualified as a RIC under Subchapter M of the Code, commencing with our first taxable year ended September 30, 2013. As long as we qualify as a RIC, we will not be taxed on our investment company taxable income or realized net capital gains, to the extent that such taxable income or gains are distributed, or deemed to be distributed, to stockholders on a timely basis.

Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation until realized. Dividends declared and paid by us in a year may differ from taxable income for that year as such dividends may include the distribution of current year taxable income or the distribution of prior year taxable income carried forward into and distributed in the current year. Distributions also may include returns of capital.

To maintain RIC tax treatment, we must, among other things, distribute, with respect to each taxable year, at least 90% of our investment company net taxable income (i.e., our net ordinary income and our realized net short-term capital gains in excess of realized net long-term capital losses, if any). As a RIC, we are also subject to a federal excise tax, based on distributive requirements of our taxable income on a calendar year basis (e.g., calendar year 2014). We anticipate timely distribution of our taxable income within the tax rules; however, we incurred a de minimis federal excise tax for calendar year 2013. We do not expect to incur a federal excise tax for calendar year 2014. We may incur a federal excise tax in future years.

We intend to distribute to our stockholders between 90% and 100% of our annual taxable income (which includes our taxable interest and fee income). In addition, we may retain for investment some or all of our net taxable capital gains (i.e., realized net long-term capital gains in excess of realized net short-term capital losses) and treat such amounts as deemed distributions to our stockholders. If we do this, our stockholders

TABLE OF CONTENTS

will be treated as if they received actual distributions of the capital gains we retained and then reinvested the net after-tax proceeds in our common stock. Our stockholders also may be eligible to claim tax credits (or, in certain circumstances, tax refunds) equal to their allocable share of the tax we paid on the capital gains deemed distributed to them. To the extent our taxable earnings for a fiscal taxable year fall below the total amount of our dividends for that fiscal year, a portion of those dividend distributions may be deemed a return of capital to our stockholders.

We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, we may be limited in our ability to make distributions due to the asset coverage test for borrowings applicable to us as a business development company under the 1940 Act and due to provisions in our credit facilities. If we do not distribute a certain percentage of our taxable income annually, we will suffer adverse tax consequences, including possible loss of our status as a RIC. We cannot assure stockholders that they will receive any distributions or distributions at a particular level.

In accordance with certain applicable Treasury regulations and private letter rulings issued by the Internal Revenue Service, a RIC may treat a distribution of its own stock as fulfilling its RIC distribution requirements if each stockholder may elect to receive his or her entire distribution in either cash or stock of the RIC, subject to a limitation that the aggregate amount of cash to be distributed to all stockholders must be at least 20% of the aggregate declared distribution. If too many stockholders elect to receive cash, each stockholder electing to receive cash must receive a pro rata amount of cash (with the balance of the distribution paid in stock). In no event will any stockholder, electing to receive cash, receive less than 20% of his or her entire distribution in cash. If these and certain other requirements are met, for U.S federal income tax purposes, the amount of the dividend paid in stock will be equal to the amount of cash that could have been received instead of stock. We have no current intention of paying dividends in shares of our stock in accordance with these Treasury regulations or private letter rulings.

Related Party Transactions

We have entered into an investment advisory agreement with Fifth Street Management LLC, our investment adviser. Fifth Street Management LLC is controlled by Leonard M. Tannenbaum, its managing member and the vice chairman of our Board of Directors and our chief executive officer. Pursuant to the investment advisory agreement, fees payable to our investment adviser will be equal to (a) a base management fee of 1.0% of the average value of our gross assets at the end of the two most recently completed quarters, which includes any borrowings for investment purposes and excludes cash, cash equivalents and restricted cash and (b) an incentive fee based on our performance. The incentive fee consists of two parts. The Part I incentive fee is calculated and payable quarterly in arrears and equals 20% of our “Pre-Incentive Fee Net Investment Income” for the immediately preceding quarter, subject to a preferred return, or “hurdle,” and a “catch up” feature. The Part II incentive fee is determined and payable in arrears as of the end of each fiscal year (or upon termination of the investment advisory agreement) and equals 20% of our “Incentive Fee Capital Gains,” which equals our realized capital gains on a cumulative basis from inception through the end of the year, if any, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fee. The investment advisory agreement may be terminated by either party without penalty upon no fewer than 60 days’ written notice to the other. During the three and nine months ended June 30, 2014, we incurred fees of $0.8 million and $1.8 million, respectively, under the investment advisory agreement.

Pursuant to the administration agreement entered into as of January 1, 2014 with FSC CT, Inc., which is controlled by Mr. Tannenbaum, we are furnished with the facilities and administrative services necessary to conduct our day-to-day operations, including equipment, clerical, bookkeeping and recordkeeping services at such facilities. In addition, FSC CT, Inc. assists us in connection with the determination and publishing of our net asset value, the preparation and filing of tax returns and the printing and dissemination of reports to our stockholders. We will reimburse our allocable portion of overhead and other expenses incurred in performing the obligations under the administration agreement, including a portion of the rent and the compensation of our chief financial officer and chief compliance officer and their respective staffs. The administration agreement may be terminated by either party without penalty upon no fewer than 60 days’ written notice to the other. The administration agreement with FSC CT, Inc. has terms substantially similar to the terms of our

TABLE OF CONTENTS

prior administration agreement with FSC, Inc. During the three and nine months ended June 30, 2014, we incurred expenses of $0.2 million and $0.5 million, respectively, under the administration agreements.

We have also entered into a license agreement with Fifth Street Capital LLC pursuant to which Fifth Street Capital LLC has agreed to grant us a non-exclusive, royalty-free license to use the name “Fifth Street.” Under this agreement, we will have a right to use the “Fifth Street” name for so long as Fifth Street Management LLC or one of its affiliates remains our investment adviser. Other than with respect to this limited license, we will have no legal right to the “Fifth Street” name. Fifth Street Capital LLC is controlled by Mr. Tannenbaum, its managing member.

Recent Developments

TABLE OF CONTENTS

Basis point increase (1)		Interest Income				Interest Expense				Net Increase (Decrease)
500		$	7,470,832			$	(4,491,346	)		$	2,979,486
400			5,555,591				(3,593,076	)			1,962,515
300			3,640,350				(2,694,807	)			945,543
200			1,725,109				(1,796,538	)			(71,429	)
100			—				(898,269	)			(898,269	)

We regularly measure exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. Based on this review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates. The following table shows a comparison of the interest rate base for our interest-bearing cash (excluding restricted cash) and outstanding investments, at principal as of June 30, 2014 and September 30, 2013:

		June 30, 2014								September 30, 2013
		Interest Bearing Cash & Investments				Borrowings				Interest Bearing Cash & Investments				Borrowings
Money market rate		$	5,104,352			$	—			$	52,346,831			$	—
Prime rate			3,354,368				—				—				—
Commercial paper rate			—				89,826,910				—				—
LIBOR:
30 day			15,629,688				—				9,449,153				—
90 day			168,358,074				—				29,229,464				—
180 day			4,962,500				—				9,975,000				—
Fixed rate			—				—				—				—
Total		$	197,408,982			$	89,826,910			$	101,000,448			$	—

TABLE OF CONTENTS

TABLE OF CONTENTS

Sales by us of our common stock at a discount from net asset value per share pose potential risks for our existing stockholders whether or not they participate in the offering, as well as for new investors who participate in the offering. Any sale of common stock at a price below net asset value per share will result in an immediate dilution to many of our existing common stockholders even if they participate in such sale. See “Risk Factors — Risks Relating to Our Common Stock — Shareholders may incur dilution if we sell shares of our common stock in one or more offerings at prices below the then current net asset value per share of our common stock” in the accompanying prospectus.

TABLE OF CONTENTS

UNDERWRITING

Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc., UBS Securities LLC, and Goldman, Sachs & Co. are acting as lead book-running managers of the offering and as representatives of the underwriters named below. Subject to the terms and conditions stated in the underwriting agreement dated, August 14, 2014, each underwriter named below severally agrees to purchase the number of shares indicated in the following table:

Underwriters		Number of Shares
Morgan Stanley & Co. LLC			7,341,600
Deutsche Bank Securities Inc.			3,420,000
UBS Securities LLC			1,979,040
Goldman, Sachs & Co.			2,225,280
Barclays Capital Inc.			1,938,000
Credit Suisse Securities (USA) LLC			1,402,200
J.P. Morgan Securities LLC			1,402,200
Janney Montgomery Scott LLC			741,000
Ladenburg Thalmann & Co. Inc.			807,120
Oppenheimer & Co. Inc.			371,640
Maxim Group LLC			556,320
National Securities Corporation			118,560
MLV & Co. LLC			255,360
Wunderlich Securities, Inc.			241,680
Total			22,800,000

The underwriters are committed to take and pay for all of the shares being offered, if any are purchased, other than the shares covered by the over-allotment option described below.

Over-allotment Option

The underwriters have an option to buy up to an additional 3,420,000 shares from us solely to cover over-allotments. They may exercise that option for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

Commissions and Discounts

The following table shows the per share and total underwriting discounts and commissions to be paid by us to the underwriters. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.

Paid by Fifth Street Senior Floating Rate Corp.		No Exercise				Full Exercise
Per Share		$	0.7746			$	0.7746
Total		$	17,660,880			$	20,310,012

Shares sold by the underwriters to the public will initially be offered at the public offering price set forth on the cover of this prospectus supplement. If all the shares are not sold at the public offering price, the representatives may change the offering price and the other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

We estimate that our share of the total expenses of the offering, excluding underwriting discounts, will be approximately $300,000, including up to $10,000 of reimbursement of underwriters’ counsel fees.

We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act.

TABLE OF CONTENTS

TABLE OF CONTENTS

investment management, investment research, principal investment, derivatives, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the issuer, for which they received or will receive customary fees and expenses, including acting as underwriters for our securities offerings. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Sales Outside the United States

No action has been taken in any jurisdiction (except in the United States) that would permit a public offering of the common shares, or the possession, circulation or distribution of this prospectus supplement, the accompanying prospectus or any other material relating to us or the common shares in any jurisdiction where action for that purpose is required. Accordingly, the common shares may not be offered or sold, directly or indirectly, and none of this prospectus supplement, the accompanying prospectus or any other offering material or advertisements in connection with the common shares may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction.

Each of the underwriters may arrange to sell common shares offered hereby in certain jurisdictions outside the United States, either directly or through affiliates, where they are permitted to do so.

Notice to Prospective Investors in Australia

This prospectus supplement and accompanying prospectus are not formal disclosure documents and have not been, nor will be, lodged with the Australian Securities and Investments Commission. They do not purport to contain all information that an investor or its professional advisers would expect to find in a prospectus or other disclosure document (as defined in the Corporations Act 2001 (Australia)) for the purposes of Part 6D.2 of the Corporations Act 2001 (Australia) or in a product disclosure statement for the purposes of Part 7.9 of the Corporations Act 2001 (Australia), in either case, in relation to the securities.

The securities are not being offered in Australia to “retail clients” as defined in sections 761G and 761GA of the Corporations Act 2001 (Australia). This offering is being made in Australia solely to “wholesale clients” for the purposes of section 761G of the Corporations Act 2001 (Australia) and, as such, no prospectus, product disclosure statement or other disclosure document in relation to the securities has been, or will be, prepared.

This prospectus supplement and accompanying prospectus do not constitute an offer in Australia other than to persons who do not require disclosure under Part 6D.2 of the Corporations Act 2001 (Australia) and who are wholesale clients for the purposes of section 761G of the Corporations Act 2001 (Australia). By submitting an application for our securities, you represent and warrant to us that you are a person who does not require disclosure under Part 6D.2 and who is a wholesale client for the purposes of section 761G of the Corporations Act 2001 (Australia). If any recipient of this prospectus supplement or accompanying prospectus is not a wholesale client, no offer of, or invitation to apply for, our securities shall be deemed to be made to such recipient and no applications for our securities will be accepted from such recipient. Any offer to a recipient in Australia, and any agreement arising from acceptance of such offer, is personal and may only be accepted by the recipient. In addition, by applying for our securities you undertake to us that, for a period of 12 months from the date of issue of the securities, you will not transfer any interest in the securities to any person in Australia other than to a person who does not require disclosure under Part 6D.2 and who is a wholesale client.

Notice to Prospective Investors in Hong Kong

The contents of this prospectus supplement and accompanying prospectus have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this prospectus supplement or accompanying prospectus, you should obtain independent professional advice. Please note that (i) our securities may not be offered or sold in

TABLE OF CONTENTS

Hong Kong, by means of this prospectus supplement or accompanying prospectus or any document other than to “professional investors” within the meaning of Part I of Schedule 1 of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) (SFO) and any rules made thereunder, or in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong) (CO) or which do not constitute an offer or invitation to the public for the purpose of the CO or the SFO, and (ii) no advertisement, invitation or document relating to our securities may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere) which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the SFO and any rules made thereunder.

Electronic Delivery

The underwriters may make prospectuses available in electronic format. A prospectus in electronic format may be made available on the website maintained by any of the underwriters, and underwriters may distribute such prospectuses electronically. The underwriters may agree with us to allocate a limited number of shares for sale to their online brokerage customers. Any such allocation for online distributions will be made by the underwriters on the same basis as other allocations.

The underwriters do not expect sales to discretionary accounts to exceed five percent of the total number of shares offered.

The addresses of the lead book-running managers are: Morgan Stanley & Co. LLC, 1585 Broadway, New York, NY 10036; Deutsche Bank Securities Inc., 60 Wall Street, New York, NY 10005; UBS Securities LLC, 299 Park Avenue, New York, NY 10171; and Goldman, Sachs & Co. 200 West Street, New York, NY 10282.

TABLE OF CONTENTS

LEGAL MATTERS

The validity of the shares of common stock offered by this prospectus supplement and certain other legal matters will be passed upon for us by Sutherland Asbill & Brennan LLP, Washington DC. Certain legal matters related to the offering will be passed upon for the underwriters by Fried, Frank, Harris, Shriver & Jacobson LLP, New York, NY.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The financial statements as of September 30, 2013 and for the period from June 29, 2013 to September 30, 2013, included in this Registration Statement, have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report appearing in the accompanying prospectus.

TABLE OF CONTENTS

INDEX TO FINANCIAL STATEMENTS

Consolidated Financial Statements (unaudited):
Consolidated Statements of Assets and Liabilities as of June 30, 2014 and September 30, 2013			F-2
Consolidated Statements of Operations for the three and nine months ended June 30, 2014			F-3
Consolidated Statement of Changes in Net Assets for the nine months ended June 30, 2014			F-4
Consolidated Statement of Cash Flows for the nine months ended June 30, 2014			F-5
Consolidated Schedule of Investments as of June 30, 2014			F-8
Schedule of Investments as of September 30, 2013			F-11
Notes to Consolidated Financial Statements			F-13

TABLE OF CONTENTS

Fifth Street Senior Floating Rate Corp.
 
Consolidated Statements of Assets and Liabilities
(unaudited)

		June 30, 2014				September 30, 2013
ASSETS
Investments at fair value:
Non-control/Non-affiliate investments (cost June 30, 2014: $192,150,906; cost September 30, 2013: $48,653,617)		$	191,524,140			$	48,653,617
Total investments at fair value (cost June 30, 2014: $192,150,906; cost September 30, 2013: $48,653,617)			191,524,140				48,653,617
Cash and cash equivalents			5,104,352				52,346,831
Restricted cash			2,257,512				—
Interest and fees receivable			727,154				394,023
Due from portfolio company			29,368				8,333
Receivables from unsettled transactions			7,002,881				—
Deferred financing costs			1,683,318				—
Other assets			334,743				47,240
Total assets		$	208,663,468			$	101,450,044
LIABILITIES AND NET ASSETS
Liabilities:
Accounts payable, accrued expenses and other liabilities		$	1,200,083			$	484,066
Base management fee payable			485,544				61,379
Part I incentive fee payable			349,835				—
Due to FSC CT, Inc.			199,617				61,721
Interest payable			333,568				—
Dividend payable			1,800,027				—
Payables from unsettled transactions			13,630,000				—
Credit facility payable			89,826,910				—
Total liabilities			107,825,584				607,166
Commitments and contingencies (Note 3)
Net assets:
Common stock, $0.01 par value, 150,000,000 shares authorized, 6,666,768 shares issued and outstanding at June 30, 2014 and September 30, 2013			66,668				66,668
Additional paid-in-capital			99,934,852				99,934,852
Net unrealized depreciation on investments			(626,766	)			—
Net realized gain on investments			198,481				—
Accumulated undistributed net investment income			1,264,649				841,358
Total net assets (equivalent to $15.13 per common share at June 30, 2014 and September 30, 2013) (Note 12)			100,837,884				100,842,878
Total liabilities and net assets		$	208,663,468			$	101,450,044

 
 
See notes to Consolidated Financial Statements.

TABLE OF CONTENTS

Fifth Street Senior Floating Rate Corp.
 
Consolidated Statements of Operations
(unaudited)

		Three months ended June 30, 2014				Nine months ended June 30, 2014
Interest income:
Non-control/Non-affiliate investments		$	2,979,029			$	6,849,976
Interest on cash and cash equivalents			353				2,570
Total interest income			2,979,382				6,852,546
Fee income:
Non-control/Non-affiliate investments			866,030				2,705,129
Total fee income			866,030				2,705,129
Total investment income			3,845,412				9,557,675
Expenses:
Base management fee			485,544				1,127,180
Part I incentive fee			349,835				630,432
Professional fees			247,967				573,667
Board of Directors fees			31,750				129,250
Interest expense			537,006				1,112,999
Administrator expense			142,965				361,589
General and administrative expenses			187,833				465,862
Total expenses			1,982,900				4,400,979
Net investment income			1,862,512				5,156,696
Unrealized depreciation on investments:
Non-control/Non-affiliate investments			(13,387	)			(626,766	)
Net unrealized depreciation on investments			(13,387	)			(626,766	)
Realized gain (loss) on investments:
Non-control/Non-affiliate investments			(56,332	)			198,481
Net realized gain (loss) on investments			(56,332	)			198,481
Net increase in net assets resulting from operations		$	1,792,793			$	4,728,411
Net investment income per common share – basic and diluted		$	0.28			$	0.77
Earnings per common share – basic and diluted		$	0.27			$	0.71
Weighted average common shares outstanding – basic and diluted			6,666,768				6,666,768
Distributions per common share		$	0.27			$	0.71

 
 
See notes to Consolidated Financial Statements.

TABLE OF CONTENTS

Fifth Street Senior Floating Rate Corp.
 
Consolidated Statement of Changes in Net Assets
For the nine months ended June 30, 2014
(unaudited)

Operations:
Net investment income		$	5,156,696
Net unrealized depreciation on investments			(626,766	)
Net realized gain on investments			198,481
Net increase in net assets resulting from operations			4,728,411
Stockholder transactions:
Distributions to stockholders from ordinary income			(4,733,405	)
Net decrease in net assets from stockholder transactions			(4,733,405	)
Capital share transactions:
Issuance of common stock under dividend reinvestment plan			15,022
Repurchases of common stock under dividend reinvestment plan			(15,022	)
Net increase (decrease) in net assets from capital share transactions			—
Total decrease in net assets			(4,994	)
Net assets at beginning of period			100,842,878
Net assets at end of period		$	100,837,884
Net asset value per common share		$	15.13
Common shares outstanding at end of period			6,666,768

 
 
See notes to Consolidated Financial Statements.

TABLE OF CONTENTS

Fifth Street Senior Floating Rate Corp.
 
Consolidated Statement of Cash Flows
For the nine months ended June 30, 2014
(unaudited)

Cash flows from operating activities:
Net increase in net assets resulting from operations		$	4,728,411
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:
Net unrealized depreciation on investments			626,766
Net realized gains on investments			(198,481	)
Accretion of original issue discount on investments			(29,897	)
Amortization of deferred financing costs			153,029
Changes in operating assets and liabilities:
Increase in restricted cash			(2,257,512	)
Increase in interest and fees receivable			(333,131	)
Increase in due from portfolio company			(21,035	)
Increase in receivables from unsettled transactions			(7,002,881	)
Increase in other assets			(287,503	)
Increase in accounts payable, accrued expenses and other liabilities			716,015
Increase in base management fee payable			424,165
Increase in Part I incentive fee payable			349,835
Increase in due to FSC CT, Inc.			137,896
Increase in interest payable			333,568
Increase in payables from unsettled transactions			13,630,000
Purchases of investments and net revolver activity			(264,234,393	)
Principal payments applied to investments (scheduled payments)			3,934,589
Principal payments applied to investments (payoffs)			14,937,659
Proceeds from the sale of investments			102,093,236
Net cash used in operating activities			(132,299,664	)
Cash flows from financing activities:
Dividends paid in cash			(2,918,356	)
Repurchases of common stock under dividend reinvestment plan			(15,022	)
Borrowings under credit facility			105,821,610
Repayments of borrowings under credit facility			(15,994,700	)
Deferred financing costs paid			(1,836,347	)
Net cash provided by financing activities			85,057,185
Net decrease in cash and cash equivalents			(47,242,479	)
Cash and cash equivalents, beginning of period			52,346,831
Cash and cash equivalents, end of period		$	5,104,352
Supplemental information:
Cash paid for interest		$	649,389
Non-cash financing activities
Issuance of shares of common stock under dividend reinvestment plan		$	15,022

 
 
See notes to Consolidated Financial Statements.

TABLE OF CONTENTS

Fifth Street Senior Floating Rate Corp.
 
Consolidated Schedule of Investments
June 30, 2014
(unaudited)

Portfolio Company/Type of Investment (1) (2)		Industry				Principal (5)				Cost				Fair Value
Control Investments (3)										$	—			$	—
Affiliate Investments (4)										$	—			$	—
Non-Control/Non-Affiliate Investments (6)
Triple Point Group Holdings, Inc.			Application software
First Lien Term Loan, LIBOR+4.25% (1% floor) cash due 7/10/2020 (8) (10)						$	2,348,422			$	2,241,279			$	2,127,618
First Lien Revolver, LIBOR+4.25% (1% floor) cash due 7/10/2018 (8)											—				—
											2,241,279				2,127,618
BioScrip, Inc.			Healthcare services
First Lien Term Loan B, LIBOR+5.25% (1.25% floor) cash due 7/31/2020 (8) (10)							1,670,678				1,670,678				1,687,651
											1,670,678				1,687,651
Blackhawk Specialty Tools, LLC			Oil & gas equipment & services
First Lien Term Loan, LIBOR+5.25% (1.25% floor) cash due 8/1/2019 (8) (10)							4,812,495				4,812,495				4,755,534
											4,812,495				4,755,534
New Trident Holdcorp, Inc.			Healthcare services
First Lien Term Loan B, LIBOR+5.25% (1.25% floor) cash due 7/31/2019 (8) (10)							4,962,500				4,962,500				4,962,696
Second Lien Term Loan, LIBOR+9% (1.25% floor) cash due 7/31/2020 (8)							1,000,000				1,000,000				1,001,219
											5,962,500				5,963,915
Landslide Holdings, Inc.			Application software
Second Lien Term Loan, LIBOR+7.25% (1% floor) cash due 2/25/2021 (8) (9)							3,000,000				3,000,000				3,010,019
First Lien Revolver, LIBOR+4.25% (1% floor) cash due 8/9/2018 (8)											—				—
											3,000,000				3,010,019
Smile Brands Group Inc.			Healthcare services
First Lien Term Loan B, LIBOR+6.25% (1.25% floor) cash due 8/16/2019 (8) (10)							4,962,500				4,962,500				4,859,038
											4,962,500				4,859,038
NXT Capital, LLC			Diversified capital markets
First Lien Term Loan, LIBOR+5.25% (1% floor) cash due 9/4/2018 (8) (10)							5,461,244				5,461,244				5,472,362
											5,461,244				5,472,362
Quorum Business Solutions (USA), Inc.			IT consulting & other services
First Lien Term Loan, LIBOR+4.5% (1.25% floor) cash due 11/8/2018 (8) (10)							4,491,667				4,491,667				4,431,239
First Lien Revolver, LIBOR+4.5% (1.25% floor) cash due 11/8/2018 (8)											—				—
											4,491,667				4,431,239

 
 
See notes to Consolidated Financial Statements.

TABLE OF CONTENTS

Fifth Street Senior Floating Rate Corp.
 
Consolidated Schedule of Investments
June 30, 2014
(unaudited)

Portfolio Company/Type of Investment (1) (2)		Industry				Principal (5)				Cost				Fair Value
Vitera Healthcare Solutions, LLC			Healthcare technology
First Lien Term Loan, LIBOR+5.0% (1% floor) cash due 11/4/2020 (8) (10)						$	4,975,000			$	4,975,000			$	4,982,992
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 11/4/2021 (8)							3,000,000				3,000,000				3,025,161
											7,975,000				8,008,153
The Active Network, Inc.			Internet software & services
Second Lien Term Loan, LIBOR+8.5% (1% floor) cash due 11/15/2021 (8)							2,400,000				2,400,000				2,408,576
											2,400,000				2,408,576
Accruent, LLC			Internet software & services
First Lien Term Loan, LIBOR+4.5% (1.25% floor) cash due 11/25/2019 (8) (10)							4,975,000				4,975,000				4,908,375
											4,975,000				4,908,375
Travel Leaders Group, LLC			Hotels, resorts & cruise lines
First Lien Term Loan B, LIBOR+6% (1% floor) cash due 12/5/2018 (8) (10)						$	9,750,000			$	9,750,000			$	9,743,531
											9,750,000				9,743,531
Pacific Architects and Engineers Incorporated			Diversified support services
First Lien Term Loan B, LIBOR+6.25% (1% floor) cash due 7/17/2018 (8) (10)							3,482,500				3,482,500				3,454,285
											3,482,500				3,454,285
Power Products, LLC			Electrical components & equipment
First Lien Term Loan, LIBOR+4.5% (1% floor) cash due 12/13/2019 (8) (10)							4,987,500				4,987,500				4,862,508
											4,987,500				4,862,508
Survey Sampling International, LLC			Research & consulting services
First Lien Term Loan, LIBOR+4.5% (1% floor) cash due 12/12/2019 (8) (10)							4,968,750				4,968,750				4,924,515
											4,968,750				4,924,515
Therakos, Inc.			Healthcare services
First Lien Term Loan, LIBOR+6.25% (1.25% floor) cash due 12/27/2017 (8) (10)							1,946,028				1,946,028				1,922,794
											1,946,028				1,922,794
Answers Corporation			Internet software & services
First Lien Term Loan, LIBOR+5.5% (1% floor) cash due 12/20/2018 (8) (10)							4,875,000				4,875,000				4,881,797
Second Lien Term Loan, LIBOR+10% (1% floor) cash due 6/19/2020 (8) (10)							2,000,000				2,000,000				2,004,272
											6,875,000				6,886,069
Maxor National Pharmacy Services, LLC			Pharmaceuticals
First Lien Term Loan, LIBOR+5.25% (1.25% floor) cash due 1/31/2020 (8) (10)							9,950,000				9,950,000				9,792,177
											9,950,000				9,792,177

 
 
See notes to Consolidated Financial Statements.

TABLE OF CONTENTS

Fifth Street Senior Floating Rate Corp.
 
Consolidated Schedule of Investments
June 30, 2014
(unaudited)

Portfolio Company/Type of Investment (1) (2)		Industry				Principal (5)				Cost				Fair Value
NextCare, Inc.			Healthcare services
Senior Term Loan, LIBOR+5.75% (1.25% floor) cash due 10/10/2017 (8) (10)						$	5,452,306			$	5,452,306			$	5,394,642
Delayed Draw Term Loan, LIBOR+5.75% (1.25% floor) cash due 10/10/2017 (8) (10)											—				—
Senior Revolver, LIBOR+5.75% (1.25% floor) cash due 10/10/2017 (8) (10)							187,410				187,410				187,410
Acquisition Line, LIBOR+5.75% (1.25% floor) cash due 10/10/2017 (8) (10)							516,707				516,707				516,707
											6,156,423				6,098,759
J.A. Cosmetics Holdings, Inc.			Personal products
First Lien Term Loan, LIBOR+5% (1.25% floor) cash due 1/31/2019 (8) (10)							4,968,750				4,968,750				4,965,946
											4,968,750				4,965,946
TriMark USA LLC			Food distributors
First Lien Term Loan, LIBOR+6.25% (1% floor) cash due 5/11/2019 (8) (10)							7,481,250				7,481,250				7,486,236
											7,481,250				7,486,236
Aegis Acquisition, Inc.			Healthcare services
Second Lien Term Loan, LIBOR+8.5% (1% floor) cash due 8/24/2021 (8)							3,100,000				3,100,000				3,101,252
											3,100,000				3,101,252
B&H Education, Inc.			Education services
First Lien Term Loan, LIBOR+5.25% (1.5% floor) cash due 5/3/2015 (8) (10)							6,731,043				6,690,268				6,733,731
											6,690,268				6,733,731
Deluxe Entertainment Services Group Inc.			Movies & entertainment
First Lien Term Loan, LIBOR+5.5% (1% floor) cash due 2/28/2020 (8) (10)							3,229,688				3,229,688				3,223,973
											3,229,688				3,223,973
Aptean, Inc.			Application software
Second Lien Term Loan, LIBOR+7.5% (1% floor) cash due 2/24/2021 (8)							1,250,000				1,250,000				1,261,701
											1,250,000				1,261,701
Extreme Reach, Inc.			Advertising
First Lien Term Loan, LIBOR+5.75% (1% floor) cash due 1/24/2020 (8) (10)							5,586,000				5,586,000				5,651,955
											5,586,000				5,651,955
Aricent Technologies			Application software
First Lien Term Loan, LIBOR+4.5% (1% floor) cash due 4/14/2021 (8) (10)							3,400,000				3,400,000				3,400,000
											3,400,000				3,400,000
CM Delaware LLC			Advertising
First Lien Term Loan, LIBOR+4.5% (1% floor) cash due 3/18/2021 (7) (8) (9) (10)						$	2,194,500			$	2,194,500			$	2,194,500
											2,194,500				2,194,500
Stratus Technologies, Inc.			Computer hardware
First Lien Term Loan, LIBOR+5.0% (1% floor) cash due 4/28/2021 (8) (10)							5,000,000				5,000,000				5,000,000
											5,000,000				5,000,000

 
 
See notes to Consolidated Financial Statements.

TABLE OF CONTENTS

Fifth Street Senior Floating Rate Corp.
 
Consolidated Schedule of Investments
June 30, 2014
(unaudited)

Portfolio Company/Type of Investment (1) (2)		Industry				Principal (5)				Cost				Fair Value
TravelCLICK, Inc.			Internet software & services
First Lien Term Loan, LIBOR+4.5% (1% floor) cash due 5/6/2019 (8) (10)						$	5,000,000			$	5,000,000			$	5,000,000
Second Lien Term Loan, LIBOR+7.75% (1% floor) cash due 11/8/2021 (8)							4,000,000				4,000,000				4,000,000
											9,000,000				9,000,000
LTI Flexible Products, Inc.			Electronic components
First Lien Term Loan, LIBOR+4.5% (1% floor) cash due 5/1/2021 (8) (10)							4,600,000				4,600,000				4,600,000
											4,600,000				4,600,000
Language Line, LLC			Integrated telecommunication services
Second Lien Term Loan, LIBOR+8.75% (1.75% floor) cash due 12/20/2016 (8)							4,400,000				4,394,194				4,400,000
											4,394,194				4,400,000
Ability Network Inc.			Healthcare technology
First Lien Term Loan, LIBOR+5.0% (1% floor) cash due 5/14/2021 (8) (10)							5,000,000				5,000,000				5,000,000
											5,000,000				5,000,000
IPC Systems, Inc.			Alternative carriers
First Lien Term Loan, LIBOR+5.0% (1% floor) cash due 11/8/2020 (8) (10)							5,000,000				5,000,000				5,000,000
											5,000,000				5,000,000
LTCG Holdings Corp.			Healthcare services
First Lien Term Loan, LIBOR+5.0% (1% floor) cash due 6/5/2020 (8) (10)							1,200,000				1,200,000				1,200,000
											1,200,000				1,200,000
GTCR Valor Companies, Inc.			Advertising
First Lien Term Loan, LIBOR+5.0% (1% floor) cash due 5/15/2021 (8) (10)							3,187,692				3,187,692				3,187,692
											3,187,692				3,187,692
Henniges Automotive Holdings, Inc.			Auto parts & equipment
First Lien Term Loan, LIBOR+5.0% (1% floor) cash due 6/12/2021 (8) (10)							4,000,000				4,000,000				4,000,000
											4,000,000				4,000,000
Trojan Battery Company, LLC			Electrical components & equipment
First Lien Term Loan, LIBOR+4.75% (1% floor) cash due 6/7/2021 (8) (10)							3,000,000				3,000,000				3,000,000
											3,000,000				3,000,000
ConvergeOne Holdings Corp.			Integrated telecommunication services
First Lien Term Loan, LIBOR+5.0% (1% floor) cash due 6/17/2020 (8) (10)							4,000,000				4,000,000				4,000,000
											4,000,000				4,000,000