Current Report Filing (8-k)
December 14 2016 - 7:11AM
Edgar (US Regulatory)
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):
December 14, 2016 (December 8, 2016)
Fifth Street Senior Floating Rate Corp.
(Exact name of registrant as specified in
its charter)
Delaware
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001-35999
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61-1713295
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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777 West Putnam Avenue, 3rd Floor, Greenwich, CT
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06830
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including
area code:
(203) 681-3600
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02. Results of Operations and Financial Condition.
On December 14, 2016, Fifth Street Senior Floating Rate Corp.
(the “Company”) issued a press release announcing its financial results for the fourth fiscal quarter and year ended
September 30, 2016. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information disclosed under this Item 2.02, including
Exhibit 99.1 hereto, is being “furnished” and is not deemed “filed” by the Company for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that Section, nor is it deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 8, 2016, the Board of Directors of the Company appointed
Patrick J. Dalton as Chief Executive Officer and to serve as a director of the Company, effective as of January 2, 2017. Mr. Dalton
will also join Fifth Street Asset Management Inc. (NASDAQ: FSAM) as Co-President, effective January 2, 2017, succeeding Todd Owens
who will be stepping down, and will join Fifth Street Finance Corp. (NASDAQ: FSC) as Chief Executive Officer and a director, effective
January 2, 2017.
On December 14, 2016, the Company also announced that Ivelin
M. Dimitrov will step down from his roles as Chief Executive Officer and a member of the Board of Directors, effective January
2, 2017, and that Todd G. Owens will step down from his roles as President and a member of the Board of Directors, effective January
2, 2017.
Mr. Dalton, 48, has over 20 years of credit and investment experience.
Mr. Dalton joins the Company from Gordon Brothers Finance Company, where he served as the President, Chief Executive Officer, Chair
of the Investment Committee and member of the board of directors from September 2012 to February 2016. Prior to that role, he served
as President and Chief Operating Officer at Apollo Investment Corporation, a publicly-traded business development company (NASDAQ:
AINV), from November 2008 to February 2012; Chief Investment Officer and Portfolio Manager at Apollo Investment Management, L.P.
from 2007 to 2012; and a partner at Apollo Global Management from 2004 to 20012. Before joining Apollo, Mr. Dalton was a Vice President
with Goldman, Sachs & Co., Chase Securities, Inc. and Chase Manhattan Bank. Mr. Dalton received an M.B.A. in 1997 from Columbia
University Graduate School of Business and a B.S. in Finance from Boston College in 1990. Mr. Dalton’s prior credit and investment
experience, including his experience as an officer of a publicly-traded business development company, led to the Board of Director’s
conclusion that Mr. Dalton should be a member of the Company’s Board of Directors.
There are no arrangements or understandings between Mr. Dalton
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. Dalton or his immediate family members that would require disclosure under Item 404(a) of Regulation S-K promulgated
by the Securities and Exchange Commission.
The Company issued a press release on December 14, 2016 to announce
these changes, a copy of which is attached hereto as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Press release
dated December 14, 2016
99.2 Press release
dated December 14, 2016
SIGNATURE
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.
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FIFTH STREET SENIOR FLOATING RATE CORP.
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Date: December 14, 2016
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By:
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/s/ Kerry S. Acocella
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Name: Kerry S. Acocella
Title: Chief Compliance Officer
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