FSFR Fifth Str SR Floating Rate Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

 

FORM 8-K

 

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

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 12, 2014 (September 9, 2014)

 

Fifth Street Senior Floating Rate Corp.

(Exact name of registrant as specified in its charter)

 

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

 

777 West Putnam Avenue, 3^rd Floor

Greenwich, CT 06830

(Address of principal executive offices and zip code)

 

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

 

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

 

 

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

 

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

 

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

 

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

 

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

 

 

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

 

On September 9, 2014, Leonard M. Tannenbaum announced his resignation as Chief Executive Officer, Vice Chairman of the Board of Directors and as a director of Fifth Street Senior Floating Rate Corp. (the “Company”), effective September 9, 2014. Mr. Tannenbaum will continue to serve as the Chief Executive Officer of Fifth Street Finance Corp. and the Company’s investment adviser, Fifth Street Management LLC.

 

Following Mr. Tannenbaum’s resignation, the Board of Directors announced that it appointed Ivelin M. Dimitrov to serve on the Board of Directors as a Class III interested director from September 9, 2014 until the Company’s 2016 Annual Meeting of Stockholders or until his successor is duly elected and qualified. The Board of Directors of the Company also announced Mr. Dimitrov’s promotion to Chief Executive Officer of the Company, effective September 10, 2014. Mr. Dimitrov will step down from his other positions as President and Chief Investment Officer of the Company, effective September 28, 2014.

 

In addition, the Board of Directors announced that beginning on September 29, 2014, Todd G. Owens will serve as President of the Company. Prior to his appointment as President of the Company, Mr. Owens spent 24 years at Goldman, Sachs & Co., where he became a Managing Director in 2001 and a partner in 2008. While at Goldman, Sachs & Co. he also served as Head of the West Coast Financial Institutions Group (FIG) for 15 years, Head of the Specialty Finance Group for nearly 10 years and was a senior member of its Bank Group. Mr. Owens brings with him experience in a broad range of industries including commercial finance, asset management, alternative asset management, commercial banking and business development companies. Mr. Owens received his B.A. in History and Political Economy from Williams College.

 

The Board of Directors also announced it increased the size of the Board of Directors by one director and filled the vacancy created by such increase by appointing Douglas F. Ray to serve on the Company’s Board of Directors as a Class I independent director from September 9, 2014 until the Company’s 2017 Annual Meeting of Stockholders or until his successor is duly elected and qualified.

 

Since August 1995, Mr. Ray has worked for Seavest Inc., a private investment and wealth management firm based in White Plains, New York. He currently serves as the President of Seavest Inc. Mr. Ray has more than 15 years of experience acquiring, developing, financing and managing a diverse portfolio of real estate investments, including three healthcare properties funds. Mr. Ray previously served on the Board of Directors of Nat Nast, Inc., a luxury men’s apparel company and currently serves on the Board of Directors of Fifth Street Finance Corp. Prior to joining Seavest, Mr. Ray worked in Washington, D.C. on the staff of U.S. Senator Arlen Specter and as a research analyst with the Republican National Committee. Mr. Ray holds a B.A. from the University of Pittsburgh.

 

There are no arrangements or understandings between Mr. Ray and any other persons pursuant to which he was selected as a director. There are no current or proposed transactions between the Company and Mr. Ray or his immediate family members that would require disclosure under Item 404(a) of Regulation S-K promulgated by the SEC.

 

The Company issued a press release on September 12, 2014 to announce these changes, a copy of which is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

 

Exhibit No.	Description
99.1	Press Release dated September 12, 2014

 

 

 

 

SIGNATURES

 

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

 

Date: September 12, 2014	FIFTH STREET SENIOR FLOATING RATE CORP.
	By:	/s/ David H. Harrison
		Name:    David H. Harrison
		Title:      Chief Compliance Officer

 

 

Fifth Street Senior Floating Rate Corp. Strengthens Senior Leadership

 

GREENWICH, CT, September 12, 2014 – Fifth Street Senior Floating Rate Corp. (NASDAQ:FSFR) (“FSFR”) announced that its Board of Directors has promoted Ivelin M. Dimitrov to Chief Executive Officer from President and Chief Investment Officer, while also appointing him as a member of the Board of Directors. Additionally, the Board appointed industry veteran Todd G. Owens as President and Douglas F. Ray as an independent director to serve on the Board of Directors in a newly created seat. Leonard M. Tannenbaum, who stepped down as a director, Vice Chairman of the Board of Directors and CEO, will continue to serve as CEO of Fifth Street Finance Corp. (NASDAQ:FSC) (“FSC”) and Fifth Street Management LLC, FSFR’s and FSC’s investment adviser.

 

“These strategic appointments provide FSFR with a strong team to manage the company’s recent gains in size and scale,” said Leonard M. Tannenbaum, adding, “Ivelin is deeply familiar with the company’s investment activities through his roles as President and Chief Investment Officer and can utilize that experience as he continues to grow FSFR into a market leader. After working with Ivelin for almost 10 years, I believe this transition reflects both confidence in Ivelin’s leadership, as well as the depth and breadth of our team.”

 

Mr. Dimitrov joined Fifth Street in May 2005 and is a partner and investment committee member of Fifth Street Management. He is also a member of FSC’s Board of Directors and Chairman of the Board of Directors of Healthcare Finance Group, LLC, a portfolio company of FSC.

 

Mr. Owens is a 24-year veteran of Goldman, Sachs & Co. and brings with him a breadth of experience in a number of financial service sectors including commercial finance, asset management, alternative asset management, commercial banking and business development companies. At Goldman Sachs, Mr. Owens served in various roles including Head of the West Coast Financial Institutions Group, Head of the Specialty Finance Group and was a senior member of its Bank Group. Mr. Owens’ appointment will take effect on September 29, 2014.

 

Mr. Ray, a member of the Board of Directors of FSC since December 2007, currently serves as President of Seavest Inc., a private investment and wealth management firm based in White Plains, NY. Mr. Ray brings with him a deep expertise in acquiring, developing, financing and managing a diverse portfolio of real estate investments. Mr. Ray has also served on the Board of Directors of Nat Nast, Inc., a luxury men’s apparel company.

 

About Fifth Street Senior Floating Rate Corp.

 

Fifth Street Senior Floating Rate Corp. is a specialty finance company that provides financing solutions in the form of floating rate senior secured loans to mid-sized companies, primarily in connection with investments by private equity sponsors. FSFR’s investment objective is to maximize its portfolio’s total return by generating current income from its debt investments while seeking to preserve its capital. The company has elected to be regulated as a business development company and is externally managed by Fifth Street Management LLC, an SEC-registered investment adviser and leading alternative asset manager with over $5 billion in assets under management. With a track record of more than 16 years, Fifth Street’s nationally recognized platform has the ability to hold loans up to $250 million and structure and syndicate transactions up to $500 million. Fifth Street received the 2014 ACG New York Champion’s Award for “Senior Lender Firm of the Year” and was named both 2013 “Lender Firm of the Year” by The M&A Advisor and “Lender of the Year” by Mergers & Acquisitions. FSFR’s website can be found at fsfr.fifthstreetfinance.com.

 

 

Forward-Looking Statements

 

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

 

CONTACT:

 

Investor Contact:
Robyn Friedman, Vice President, Investor Relations
(203) 681-3720
ir@fifthstreetfinance.com

 

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