Page 5 of 9 SEC Filing
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D, as specifically set forth herein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by each of RNCP and RNIP were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 882,817 Shares beneficially owned by RNCP is approximately $7,536,873, excluding brokerage commissions. The aggregate purchase price of the 884,003 Shares beneficially owned by RNIP is approximately $7,873,815, excluding brokerage commissions.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On February 18, 2016, the Reporting Persons entered into a Purchase and Settlement Agreement (the “Purchase Agreement”) with Fifth Street Finance Corp. (“FSC”), Fifth Street Asset Management Inc, Fifth Street Holdings L.P., and Leonard M. Tannenbaum, Chairman and Chief Executive Officer of FSAM.
Pursuant to the Purchase Agreement the Reporting Persons agreed, among other things, to (i) standstill provisions, pursuant to which the Reporting Persons agreed not to take certain actions with respect to the securities of each of the Issuer and FSC, for a period ending on the date of the latter of the certification of votes for the 2017 Annual Meeting of Stockholders of the Issuer or the certification of votes for the 2017 Annual Meeting of Stockholders of FSC; (ii) appear, or cause each of the Shares and FSC shares of common stock beneficially owned by such Reporting Person to be counted as present at the Issuer’s 2016 Annual Meeting of Stockholders (the “Annual Meeting”) and FSC’s 2016 Annual Meeting of Stockholders, as applicable; and (iii) vote (or cause to be voted) each of 1,263,549 Shares and FSC shares of common stock beneficially owned or controlled by the Reporting Persons in accordance with the recommendation of each of the Issuer’s and FSC’s board of directors, as applicable, and to observe other obligations in respect of the Annual Meeting and FSC’s 2016 Annual Meeting of Stockholders, at the Annual Meeting and FSC’s 2016 Annual Meeting of Stockholders, also as applicable.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a)-(c) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 29,466,768 Shares outstanding, as of December 31, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Preliminary Proxy on Form 14A, filed with the Securities and Exchange Commission on February 26, 2016.
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