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): November 25, 2014 (November 20, 2014)

 

Fifth Street Senior Floating Rate Corp.

(Exact name of registrant as specified in its charter)

 

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

 

777 West Putnam Avenue, 3^rd Floor

Greenwich, CT 06830

(Address of principal executive offices and zip code)

 

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

 

 

 

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 November 20, 2014, the Board of Directors of Fifth Street Senior Floating Rate Corp. (the “Company”) increased the size of the Board of Directors by one director and filled the vacancy created by such increase by appointing the Company’s former Chief Operating Officer and Chief Financial Officer, Alexander C. Frank. Mr. Frank will serve on the Company’s Board of Directors as a Class I interested director from November 20, 2014 until the Company’s 2017 Annual Meeting of Stockholders or until his successor is duly elected and qualified.

 

Mr. Frank, age 56, brings over 30 years of experience in finance, accounting, tax and risk management to the Board of Directors. Mr. Frank served as Chief Operating Officer of the Company from November 2013 to July 2014 and previously served as the Company’s Chief Operating Officer. He currently serves as Chief Operating Officer and Chief Financial Officer of Fifth Street Asset Management Inc., and Chief Financial Officer and Chief Risk Officer of Fifth Street Opportunities Fund, L.P. Prior to joining the Company, he served as a managing director and chief financial officer of Chilton Investment Company LLC, a global investment management firm, from September 2008 to March 2011, where he was responsible for finance and operations infrastructure. Prior to that, Mr. Frank spent over 22 years at Morgan Stanley, having served as global head of institutional operations, global corporate controller and chief financial officer of U.S. broker/dealer operations and global treasurer. In his roles, he oversaw various securities infrastructure services, creating efficiencies throughout the organization, and managed all aspects of the internal and external financial control and reporting functions. He also oversaw the firm’s financing, capital planning, cash management and rating agency functions. Mr. Frank began his career in audit and tax accounting at Arthur Andersen LLP before joining Morgan Stanley in 1985. He received an M.B.A. from the University of Michigan and a B.A. from Dartmouth College.

 

There are no arrangements or understandings between Mr. Frank 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. Frank or his immediate family members that would require disclosure under Item 404(a) of Regulation S-K promulgated by the SEC.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.	Description
99.1	Press Release dated November 25, 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:

November 25, 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. Appoints

Alexander C. Frank to the Board of Directors

 

GREENWICH, CT, November 25, 2014 – Fifth Street Senior Floating Rate Corp. (NASDAQ:FSFR) (“FSFR”) today announced that Alexander C. Frank has been appointed to its Board of Directors, effective November 20, 2014. His appointment brings the number of directors on the Board to seven, four of whom are independent.

 

“We are delighted to announce the addition of Alex to FSFR’s Board of Directors and believe his appointment continues to strengthen the corporate governance of our growing company,” commented Ivelin M. Dimitrov, Chief Executive Officer, adding, “With more than 30 years of experience in financial and operational infrastructure, including over 15 years in executive positions, we believe that Alex will provide valuable perspective to our Board of Directors.”

 

Mr. Frank joined Fifth Street in 2011 and currently serves as Chief Operating Officer and Chief Financial Officer of Fifth Street Asset Management Inc. (NASDAQ:FSAM) (“FSAM”). He is also Chief Financial Officer and Chief Risk Officer of the firm’s hedge fund, Fifth Street Opportunities Fund, L.P. Mr. Frank served as Chief Operating Officer of FSFR from November 2013 to July 2014 and previously served as the company’s Chief Financial Officer.

 

Prior to joining Fifth Street, from 2008 to 2011, Mr. Frank served as Managing Director and Chief Financial Officer of Chilton Investment Company, a global multi-strategy investment manager. Prior to Chilton, Mr. Frank spent 22 years at Morgan Stanley in a variety of capacities, including as Global Head of Institutional Operations.

 

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 a subsidiary of Fifth Street Asset Management Inc. (NASDAQ:FSAM), a rapidly growing credit-focused asset manager with nearly $6 billion in assets under management across multiple public and private vehicles. 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