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
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Filed by a Party other than the Registrant
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Preliminary
Proxy Statement
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for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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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)
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fee required.
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computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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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
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FIFTH STREET SENIOR FLOATING RATE CORP.
TO MAIL LETTER TO STOCKHOLDERS
Urges Stockholders to Protect the Value
of Their Investment by
Voting the WHITE Proxy Card by Phone
or Internet TODAY
GREENWICH, CT, March 29, 2016 –
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
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VOTE THE
WHITE
PROXY
CARD BY PHONE OR INTERNET
TODAY
SUPPORT THE FSFR BOARD OF DIRECTORS
AS IT CONTINUES TO
ADVANCE 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:
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One of the
lowest base management fees
among its BDC peers,
with only one out of 18 peer companies paying a lower fee;
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A best-in-class
management fee vs. dividend ratio
of 23% as
compared to a median ratio of 34% for its peer group;
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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
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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.
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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
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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:
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A permanent dilution to NAV for FSFR stockholders;
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A potential increase in management fees; and
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Exposure to another BDC’s credit book, which may include volatile
energy and CLO exposure.
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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
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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
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/s/ Ivelin M. Dimitrov
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Bernard D. Berman
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Ivelin M. Dimitrov
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Chairman
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Chief Executive Officer
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TIME IS SHORT AND YOUR VOTE IMPORTANT!
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:
INNISFREE M&A INCORPORATED
Stockholders
May Call:
(877) 717-3923 (TOLL-FREE from the U.S. and Canada)
or +(412) 232-3651 (from other locations)
Banks and
Brokers May Call Collect:
(212) 750-5833
REMEMBER:
We urge you NOT to vote using any Green
proxy card sent to you by
Ironsides, as doing so will revoke your
vote on the
WHITE
proxy card.
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.
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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