Page 8 of 13 – SEC Filing
Holdings, Inc., in its capacity as the general partner of Oaktree, has the ability to direct
the management of Oaktrees business, including the power to direct the decisions of Oaktree regarding the voting and disposition of securities beneficially owned by Oaktree. Therefore, Holdings, Inc. may be deemed to have indirect
beneficial ownership of the Subject Equity.
OCG, in its capacity as the sole stockholder of Holdings, Inc., has the ability to
appoint and remove directors of Holdings, Inc. and, as such, may indirectly control the decisions of Holdings, Inc. regarding the voting and disposition of securities beneficially owned by Oaktree. Additionally, OCG, in its capacity as the
sole stockholder of Holdings, Inc., has the ability to direct the management of Holdings, Inc.s business, including the power to direct the decisions of Holdings, Inc. regarding the voting and disposition of securities beneficially owned by
Oaktree. Therefore, OCG may be deemed to have indirect beneficial ownership of the Subject Equity.
OCGH GP, in its capacity as the
manager of OCG, has the ability to appoint and remove directors of OCG and, as such, may indirectly control the decisions of OCG regarding the voting and disposition of securities beneficially owned by Oaktree. Therefore, OCGH GP may be deemed to
have indirect beneficial ownership of the Subject Equity.
None of the Covered Persons beneficially owns any shares of Common Stock.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Person is the
beneficial owner of the shares of Common Stock referred to herein for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
(c)
Except for the transactions
described in this Schedule 13D, there have been no other transactions in the securities of the Issuer effected by any Reporting Person, or, to the best knowledge of the Reporting Persons, any of the Covered Persons, within the last 60 days.
(d) and (e)
Not
applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Items 3 of this Schedule 13D is incorporated by reference into this Item 6.
Asset Purchase Agreement
On July 13, 2017, Fifth Street Management LLC (FSM), Oaktree, Fifth Street Asset Management Inc.
(FSAM) (solely for the purposes set forth therein) and FSH (solely for the purposes set forth therein) entered into an Asset Purchase Agreement (the Asset Purchase Agreement), pursuant to which, and upon the
terms and subject to the conditions set forth therein, FSM has agreed to sell, convey, assign and transfer to Oaktree and Oaktree has agreed to purchase, acquire and accept from FSM all of FSMs right, title and interest in specified business
records with respect to FSMs existing investment advisory agreements with each of the Issuer and Fifth Street Senior Rate Floating Corp. (FSFR and together with the Issuer, the BDCs) for a purchase price
of $320.0 million in cash. The Asset Purchase Agreement also provides for the entry by Oaktree into new investment advisory agreements with each of the Issuer and FSFR.
FSM and Oaktree have agreed to use commercially reasonable efforts to facilitate (i) the appointment of Oaktree as the new investment
adviser of each of the BDCs and the approval by the respective boards of directors of the BDCs of such appointment and their recommendation to stockholders of each BDC that they vote to approve such investment advisory agreements, (ii) the
appointment or election of the New Director Nominees (as defined below) to the board of directors of each of the BDCs and (iii) the calling of a special meeting of stockholders of each BDC to vote on and approve the actions described in the
aforementioned clauses (i) and (ii). FSM has also agreed to recommend to the boards of directors of the BDCs to approve the proposed new investment advisory agreements
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