13D Filing: Rivernorth Capital Management to Purchase 9.22 Million Shares of Fifth Street Finance Corp. (FSC)

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(b)
1. Sole power to vote or direct vote: 76,700
 
2. Shared power to vote or direct vote: 39,700
 
3. Sole power to dispose or direct the disposition: 76,700
 
4. Shared power to dispose or direct the disposition: 39,700
 
(c)
The transactions in the Shares by Mr. Wise during the past sixty (60) days are as set forth in Schedule A and are incorporated herein by reference.
As of the close of business on February 22, 2016, the Reporting Persons collectively beneficially owned an aggregate of 13,092,142 Shares, constituting approximately 8.7% of the Shares outstanding.7
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended to add the following:
On February 18, 2016, each Reporting Person, the Issuer and other named parties entered into the Purchase Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto.  Also on February 18, 2016, FSAM issued the Warrant to RiverNorth Management, such Warrant defined and described in Item 4 above.
On February 22, 2016, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons remaining Reporting Persons subsequent to this Amendment No. 4 agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law.  A copy of this agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 7.
Material to be Filed as Exhibits.
Item 7 is hereby amended to add the following exhibits:
 
99.1
Purchase and Settlement Agreement, dated as of February 18, 2016, by and among Fifth Street Finance Corp., Fifth Street Holdings L.P., Leonard M. Tannenbaum, Fifth Street Asset Management Inc., RiverNorth Capital Management, LLC, RiverNorth Capital Partners, L.P., RiverNorth Institutional Partners, L.P., RiverNorth Core Opportunity Fund, RiverNorth/DoubleLine Strategic Income Fund, Randy I. Rochman, Fred G. Steingraber and Murray R. Wise.
 
99.2
Joint Filing Agreement, dated as of February 22, 2016, by and among RiverNorth Capital Management, LLC, RiverNorth Capital Partners, L.P., RiverNorth Institutional Partners, L.P., RiverNorth Core Opportunity Fund, RiverNorth/DoubleLine Strategic Income Fund.


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