Additional Proxy Soliciting Materials (definitive) (defa14a)
March 04 2016 - 4:54PM
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 ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | 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):
| ☐ | 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: |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | 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.: |
![](http://www.sec.gov/Archives/edgar/data/1577791/000114420416086148/image_001.jpg)
DELIVERING VALUE STRONG EXTERNAL MANAGER IN FSM STEADY LEADERSHIP IN VOLATILE
MARKETS Vote FOR the company’s nominees and AGAINST Ironsides’ proposals to terminate the investment advisory relationship with
FSM FSFR Director Nominees are Essential Members of the Board Strong 17-year track record of creating value, with over $7 billion
invested Allows FSFR to be part of a larger direct origination platform with access to FSM’s strong relationships Maintains active
involvement with credits in FSFR’s portfolio Instrumental in funding FSFR’s Glick joint venture Proactively limited FSFR’s exposure
to energy, with year-end 2015 exposure only 0.7% of total investments – one of the lowest among peers FSFR’s Advisory Agreement
with FSM Is the Result of a Robust Annual Review Process by the FSFR Board The Board’s annual review involves a thorough evaluation,
including: • Investment performance of FSFR and other portfolios with similar strategies to FSFR • Comparative information on
peer group fees and expenses • Comparative BDC performance and other competitive factors Ivelin M. Dimitrov Director and CEO •
As FSFR’s CEO, he focuses on executing FSFR’s strategy in order to enhance stockholder value • Significant experience and expertise
working with companies in the areas of financial analysis, valuation and investment research • CIO of the entire Fifth Street
platform Brian S. Dunn Director • Brings unique expertise and perspective to the FSFR Board, with more than 19 years of marketing,
logistical and entrepreneurial experience • Provides invaluable guidance to our investor relations efforts and also skilled in
leading committees requiring substantive expertise Vote the WHITE Proxy Card today. Paying One of the Lowest Base Management Fees
in Its Peer Group 1.0% FSFR UP TO 2.0% Peer Group Range Only one of 18 companies in the peer group pays a lower base management
fee than FSFR’s 1%.1 Expense Ratio That Beats its Peers 2.5% FSFR 3.5% Peer Median Peer group median ratio of 3.5%, with only
three of 18 peers with lower ratios.2 Efficiency Ratio That Beats its Peers 37.6% 2 FSFR 40.2% Peer Median Ranks Among the Best
in Class in Management Fees vs. Dividends 23% 3 FSFR 34% Peer Median 1 As of December 31, 2015. 2 As of September 30, 2015. 3
LTM as of September 30, 2015. Protect the value of your investment. Vote the WHITE Proxy Card today. Fifth Street Senior Floating
Rate Corp. INNISFREE M & A INCORPORATED Stockholders Call Toll-Free: (877) 717-3923 Banks and Brokers Call Collect: (212) 750-5833
If you have questions about how to vote your shares, or need additional assistance, please contact the firm assisting us in the
solicitation of proxies:
Fifth Str SR Floating Rate Corp (NASDAQ:FSFR)
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