Additional Proxy Soliciting Materials (definitive) (defa14a)
December 22 2015 - 9:05AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A
PROXY
STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
|
Filed by the Registrant |
x |
|
Filed by a Party other than the Registrant |
¨ |
Check
the appropriate box:
| o | Preliminary Proxy Statement |
| o | Confidential, for Use
of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| ¨ | Definitive Additional
Materials |
| x | Soliciting Material Pursuant
to §240.14a-12 |
Fifth
Street Senior Floating Rate Corp.
(Name
of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| o | Fee computed on table
below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|
(1) |
Title of each class of securities to which transaction applies: |
|
|
|
|
|
|
|
|
(2) |
Aggregate number of securities to which transaction applies: |
|
|
|
|
|
|
|
|
(3) |
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
|
|
|
|
|
|
|
|
(4) |
Proposed maximum aggregate value of transaction: |
|
|
|
|
|
|
|
|
o |
Fee paid previously with preliminary materials. |
|
o |
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
|
(1) |
Amount Previously Paid: |
|
|
|
|
|
|
|
|
(2) |
Form, Schedule or Registration Statement No.: |
|
|
|
|
|
|
|
The
following material was filed by Fifth Street Senior Floating Rate Corp. in a Form 8-K filed on December 22, 2015:
Item 8.01. Other Events.
On December 18, 2015, Fifth Street Senior
Floating Rate Corp. (the “Registrant” or the “Company”) received a letter from Ironsides
Partners Special Situations Master Fund II L.P. (“Ironsides”), in which Ironsides states that it will, at the
Company’s 2016 Annual Meeting of Stockholders, (i) nominate for election to the Company’s Board of Directors Robert
C. Knapp and Richard W. Cohen, (ii) put forth a binding proposal to terminate the Investment Advisory Agreement (the “Investment
Advisory Agreement”) between the Company and Fifth Street Management LLC (“FSM”) and (iii) put forth
an advisory proposal, if the proposal to terminate the Investment Advisory Agreement is successful, advising the Company’s
Board of Directors that none of FSM or any of its principals or other affiliates should be engaged to manage or advise any of the
assets of the Company in any capacity. Prior to the submission of the nominations and proposals, Ironsides had not contacted the
Company or had any dialogue with the Company regarding the nominations and proposals.
The Company’s Board of Directors will
review the nominations and proposals in due course.
Participants in the Solicitation
The Company, its directors and certain of
its executive officers, the directors and executive officers and employees of Fifth Street Management LLC that provide services
to the Company and its subsidiaries pursuant to the Investment Advisory Agreement, dated June 27, 2013, between the Company and
FSM, the employees of FSC CT LLC and Fifth Street Asset Management Inc. (“FSAM”) (the
indirect parent company of FSM) and the executive officers of FSAM,
may be deemed to be participants in the solicitation of proxies from stockholders in connection
with the Company’s 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”).
Additional Information and Where to Find It
The Company plans to file a proxy statement
with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the
2016 Annual Meeting (the “2016 Proxy Statement”). Additional information regarding the identity of these potential
participants, none of whom owns in excess of 2.0% of the shares of Company common stock (other than Leonard M. Tannenbaum, the
Chairman and Chief Executive Officer of FSAM who, according to Amendment No. 5 to the Schedule 13D filed by Mr. Tannenbaum on December
2, 2015, beneficially owns approximately 8.0% of the shares of Company common stock), and their direct or indirect interests, by
security holdings or otherwise, will be set forth in the 2016 Proxy Statement and other materials to be filed with the SEC in connection
with the 2016 Annual Meeting. This information can also be found in (i) the Company’s definitive proxy statement for its
2015 Annual Meeting of Stockholders (the “2015 Proxy Statement”), filed with the SEC on February 5, 2015, (ii)
the Company’s Annual Report on Form 10-K for the year ended September 30, 2015, filed with the SEC on December 14, 2015 (the
“Form 10-K”), (iii) FSAM’s definitive proxy statement for its 2015 Annual Meeting of Stockholders (the
“FSAM 2015 Proxy Statement”), filed with the SEC on April 21, 2015, and (iv) FSAM’s Annual Report on Form
10-K for the year ended December 31, 2014, filed with the SEC on March 30, 2015 (the “FSAM Form 10-K”). To the
extent holdings by the directors and executive officers of the Company of the shares of Company common stock have changed since
the amounts printed in the 2015 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership
on Form 4 filed with the SEC.
STOCKHOLDERS ARE URGED TO READ THE 2016
PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE 2015 PROXY STATEMENT, THE FORM 10-K, THE FSAM 2015 PROXY
STATEMENT AND THE FSAM FORM 10-K AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY OR FSAM HAS FILED OR WILL FILE WITH THE SEC
BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
Stockholders will be able to obtain, free
of charge, copies of the 2016 Proxy Statement (when available), the 2015 Proxy Statement, the Form 10-K and any other documents
(including the WHITE proxy card) filed or to be filed by the Company with the SEC in connection with the 2016 Annual Meeting at
the SEC’s website (http://www.sec.gov) or at the Company’s website (http://fsfr.fifthstreetfinance.com/) or by writing
to the Company’s Secretary at 777 West Putnam Avenue, 3rd Floor, Greenwich, Connecticut 06830. In addition, copies of the
proxy materials, when available, may be requested from the Company’s proxy solicitor, Innisfree M&A Incorporated, 501
Madison Avenue, 20th Floor, New York, New York 10022 or toll-free at 888-750-5834.
Fifth Str SR Floating Rate Corp (NASDAQ:FSFR)
Historical Stock Chart
From May 2024 to Jun 2024
Fifth Str SR Floating Rate Corp (NASDAQ:FSFR)
Historical Stock Chart
From Jun 2023 to Jun 2024