Fifth Street Senior Floating Rate Corp. (NASDAQ:FSFR) (“FSFR” or
the “Company”) announced today that it is mailing a letter to
stockholders in connection with the Company’s 2016 Annual Meeting
of Stockholders to be held on April 7, 2016. The letter will also
be filed with the Securities and Exchange Commission (SEC).
The FSFR Board unanimously urges stockholders to vote the
WHITE proxy card by phone or Internet today in
support of FSFR’s highly qualified and experienced directors,
Ivelin Dimitrov and Brian Dunn.
The full text of the letter follows:
Dear Fellow Stockholder,
This is a critical time for Fifth Street Senior Floating Rate
Corp. (“FSFR” or the “Company”) with FSFR’s Annual Meeting on April
7, 2016 just days away.
VOTE THE WHITE PROXY CARD BY PHONE OR
INTERNET
TODAY
SUPPORT THE FSFR BOARD OF DIRECTORS AS IT CONTINUES
TOADVANCE THE INTERESTS OF ALL FSFR
STOCKHOLDERS
The FSFR Board of Directors, including Ivelin
Dimitrov and Brian Dunn, who are up for
election at the 2016 Annual Meeting, are committed to driving
strong performance and profitable growth across the Company. Under
the Board’s guidance, FSFR has continually taken steps to enhance
value for all stockholders and distinguish itself amongst its
peers, including:
- One of the lowest base management fees among
its BDC peers, with only one out of 18 peer companies paying a
lower fee;
- A best-in-class management fee vs. dividend
ratio of 23% as compared to a median ratio of 34% for its
peer group;
- An expense ratio of total non-interest
expenses to average assets of only 2.5%, with only three of 18
peers reporting a lower ratio; and
- An efficiency ratio of total non-interest
expenses to total investment income of 37.6%, well below the 40.2%
median ratio for its peer group.
The FSFR Board has the diversity, experience and
qualifications necessary to continue to provide effective and
independent oversight and direction critical to FSFR’s
success.
FSM IS THE RIGHT INVESTMENT ADVISOR FOR
FSFR
FSFR’s investment advisory agreement with its external asset
manager, Fifth Street Management LLC (“FSM”), is the result of a
comprehensive annual review. With FSM’s deep understanding of
FSFR’s business, leading credit origination platform, crucial
relationships with financial sponsors and demonstrated ability to
manage our portfolio, the Board unanimously determined that
FSM is the best investment advisor for FSFR.
A VOTE FOR IRONSIDES COULD BE EXTREMELY
DETRIMENTAL TO THE COMPANY AND ITS STOCKHOLDERS
Ironsides’ proposal to terminate FSM’s investment advisory
agreement could have potentially disastrous consequences for FSFR
and all of its stockholders, including: an event of default on the
Company’s credit facility; a negative effect on 2015 debt
securitization; loss of administrative services and the Fifth
Street name; and a disruption of FSFR’s day-to-day operations.
Additionally, Ironsides’ proposal that FSFR should sell the
Company or seek a business combination with another BDC would only
benefit stockholders of the acquiring company. Such a transaction
would be potentially detrimental to FSFR stockholders for a number
of reasons, including:
- A permanent dilution to NAV for FSFR stockholders;
- A potential increase in management fees; and
- Exposure to another BDC’s credit book, which may include
volatile energy and CLO exposure.
Moreover, Ironsides’ nominees – Robert Knapp and Richard Cohen –
would only bring their poor track records to FSFR, including: the
tumultuous history of MVC Capital, Inc. during Robert Knapp’s
lengthy leadership on its board of directors; and Richard Cohen’s
repeated rejections as a nominee to other boards of directors.
Don’t let Ironsides destroy the value of your investment in
FSFR with their ill-conceived proposals.
TIME IS SHORT
VOTE THE WHITE PROXY CARD TODAY, BY
TELEPHONE OR BY INTERNET
We urge stockholders – do not sign or return any Green
proxy card. Simply discard it to ensure the value of your
investment. If you have inadvertently returned a
Green proxy card, you have every legal right to change your vote.
To ensure your vote is recorded before the meeting, VOTE
TODAY by telephone or Internet, by following the
easy instructions on the enclosed WHITE proxy card.
On behalf of your Board of Directors, we thank you for your
continued support.
Sincerely,
/s/ Bernard D.
Berman
/s/ Ivelin M. Dimitrov
Bernard D.
Berman
Ivelin M.
DimitrovChairman
Chief Executive Officer
TIME IS SHORT AND YOUR VOTE IMPORTANT! |
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If you have questions about how to vote your shares, or need
additional assistance, |
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please contact the firm assisting us in the solicitation of
proxies: |
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INNISFREE M&A INCORPORATED |
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Stockholders May Call: (877) 717-3923 (TOLL-FREE from the
U.S. and Canada) |
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or +(412) 232-3651 (from other locations) |
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Banks and Brokers May Call Collect: (212) 750-5833 |
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REMEMBER: |
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We urge you NOT to vote using any Green proxy card sent to you
by |
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Ironsides, as doing so will revoke your vote on the
WHITE proxy card. |
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If you have previously submitted a Green proxy card sent to you by
Ironsides, you can revoke that proxy and vote for your Board of
Directors’ nominees and on the other matters to be voted on at the
2016 Annual Meeting by voting on the enclosed
WHITE proxy card. |
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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
nationally recognized credit-focused asset manager with over $5
billion in assets under management across multiple public and
private vehicles. With a track record of over 17 years, Fifth
Street's platform has the ability to hold loans up to $250 million
and structure and syndicate transactions up to $500 million. Fifth
Street received the 2015 ACG New York Champion's Award for "Lender
Firm of the Year," and other previously received accolades include
the ACG New York Champion's Award for "Senior Lender Firm of the
Year," "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
Certain of the statements in this press release, and certain
oral statements made by our representatives from time to time, may
constitute forward-looking statements, because they relate to
future events or our future performance or financial
condition. Forward-looking statements may include statements
as to the future operating results, dividends and business
prospects of FSFR. Words such as “anticipates,” “believes,”
“expects,” “seeks,” “plans,” “should,” “estimates,” “projects,” and
“intends” indicate forward-looking statements, although not all
forward-looking statements include these words. These
forward-looking statements involve risks and uncertainties.
Actual results could differ materially from those implied or
expressed in these forward-looking statements for any reason.
Such factors are identified from time to time in FSFR’s filings
with the Securities and Exchange Commission and include
changes in the economy and the financial markets and future changes
in laws or regulations and conditions in the Company’s operating
areas. FSFR undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
CONTACT:
Investor Contact:
Robyn Friedman, Senior Vice President, Head of Investor Relations
(203) 681-3720
ir@fifthstreetfinance.com
Media Contact:
Michael Freitag / James Golden / Andrew Squire
Joele Frank Wilkinson Brimmer Katcher
(212) 355-4449
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