Additional Proxy Soliciting Materials (definitive) (defa14a)
28 Juli 2017 - 3:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, 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
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Fifth
Street Senior Floating Rate Corp.
(Name of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
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(1)
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Title of each class of securities to which transaction
applies:
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(2)
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Aggregate number of securities to which transaction
applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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July 28, 2017
To All Fifth Street Senior Floating Rate
Corp. (“FSFR”) Stockholders:
Fifth Street Asset Management Inc. (“FSAM”) announced
on July 14, 2017 that it has entered into a definitive asset purchase agreement with Oaktree Capital Management, L.P. (“Oaktree”),
an affiliate of Oaktree Capital Group, LLC, under which Oaktree will acquire the BDC investment advisory business, currently conducted
by an indirect, partially owned subsidiary of FSAM. Under the terms of the agreement, at the closing of the transaction:
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Oaktree will replace Fifth Street Management LLC (“FSM”) as the
investment adviser to FSFR and an Oaktree affiliate will become FSFR’s administrator, and;
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FSFR will be renamed Oaktree Strategic Income Corporation (new ticker symbol:
OCSI), and will continue to be publicly-traded on Nasdaq.
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The new investment advisory agreement has been
unanimously approved by the Board of Directors of FSFR. As detailed in the enclosed proxy materials, your Board of Directors
believes that the pending transaction is in the best interests of FSFR stockholders.
We are inviting you to attend a
Special Meeting of Stockholders to be held on September 7, 2017 at 11:30 a.m., Eastern Time, at the Courtyard Rye to vote on
the new investment advisory agreement with Oaktree and the election of five new directors. For the reasons included below and
discussed in the enclosed proxy statement, we encourage stockholders to vote FOR the new investment advisory agreement and
five proposed director nominees.
Attractive Fee Structure
As part of the transaction, Oaktree has proposed to
adjust the fee structure of FSFR, which we believe will benefit BDC investors over the long-term.
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Under Oaktree’s proposed investment advisory agreement, the incentive
fee rate for FSFR will be reduced from 20.0% to 17.5% with respect to both income and capital gains. The current FSFR management
fee rate of 1.0% will remain unchanged.
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Over the next two years, Oaktree has committed to waive management and incentive
fees that, in the aggregate, are in excess of what stockholders would have paid during the period under the current FSFR fee structure.
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Additional information regarding the revised fee structure is
provided in the enclosed Proxy Statement.
Creating a Platform for Long-Term Value
The transaction also presents FSFR stockholders with the
opportunity for future growth potential of the portfolio as part of a larger, more diversified manager led by a highly experienced
team.
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Oaktree is the ideal firm to grow and stabilize the BDC portfolios. With approximately $100 billion of assets under management,
a demonstrated focus on disciplined credit investing, and over 20 years of experience investing in non-investment grade credit
to middle-market companies in the United States, Oaktree has the investment acumen to manage the BDCs effectively and maximize
value for their investors over time.
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We are confident that this is an excellent outcome for
our stockholders and that the transition to Oaktree’s highly experienced team will be a smooth one. We believe Oaktree’s
long-term strategy of emphasizing return consistency and downside protection, along with the proposed changes to FSFR’s fee
structure, should be beneficial to FSFR stockholders going forward.
Thank you for your continued support.
Bernard D. Berman
Chairman and Chief Executive Officer
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Vote
FOR
the Proposal and
Director Nominees
TODAY
Your vote is
extremely important, no matter how many shares you own. Please take a moment to vote FOR the proposal set forth in this Proxy
Statement and FOR the director nominees named in this Proxy Statement today—
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by telephone toll-free at
1-866-804-9616
by Internet at
www.AALVote.com/FSFRSM
or by signing, dating and returning the enclosed proxy
card in the postage-paid envelope provided.
If you have any questions about executing or delivering
your proxy card or require assistance, please contact our proxy solicitor, Alliance Advisors, toll-free at 1-888-991-1291
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