Page 10 of 20 SEC Filing
The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D (the “Initial 13D”), as specifically set forth herein.
| Item 2. | Source and Amount of Funds or Other Consideration. |
Item 2 is hereby amended and restated to read as follows:
In connection with the Purchase Agreement defined and described in Item 4 below, Messrs. Rochman, Steingraber and Wise are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 4. The remaining Reporting Persons will continue filing statements as a group on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement, as further described in Item 6 below.
| 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 4,389,409 Shares beneficially owned by RNCP is approximately $26,357,847, excluding brokerage commissions.1 The aggregate purchase price of the 4,498,887 Shares beneficially owned by RNIP is approximately $27,637,629, excluding brokerage commissions.
The Shares purchased by Mr. Rochman were purchased by an affiliate using 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 in the open market with personal funds. The aggregate purchase price of the 255,804 Shares owned directly by Mr. Rochman is approximately $1,470,829, excluding brokerage commissions. The Shares purchased by Mr. Wise were purchased in the open market with personal funds, except as otherwise noted in Schedule A annexed hereto. The aggregate purchase price of the 116,500 Shares owned directly by Mr. Wise is approximately $242,072, excluding brokerage commissions.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On February 18, 2016, the Reporting Persons (the “Sellers”) entered into a Purchase and Settlement Agreement (the “Purchase Agreement”) with Fifth Street Finance Corp. (“FSC” or, the “Company”) Fifth Street Asset Management Inc. (“FSAM”), Fifth Street Holdings L.P. (“Holdings”), Leonard M. Tannenbaum, Chairman and Chief Executive Officer of FSAM (together with Holdings, the “Buyers”), pursuant to which, the Buyers agreed to purchase 9,220,600 Shares from the Sellers, which Shares (when combined with the Shares Sellers are economically exposed to via cash-settled total return swaps, and other than as indicated on Schedule A hereto) constitute all of the Shares beneficially owned by the Sellers, for a per-share purchase price of $6.25, without interest, and an aggregate price of $57,628,750. In connection with the Purchase Agreement, if the Buyers fail to deliver to the Sellers at least $46,103,000 of the total purchase consideration by the outside closing date of March 31, 2016 (the “Closing Date”), then Holdings and Mr. Tannenbaum are liable for a $5,000,000 fee payable to Sellers, unless the Sellers have failed to perform their obligations under the Purchase Agreement.
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