Filing Details

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Fifth Street Senior Floating Rate Corp.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

	31679F101
	(CUSIP Number)

Abbe L. Dienstag, Esq. Kramer, Levin, Naftalis & Frankel LLP 1177 Avenue of the Americas New York, New York 10036 (212) 715-9280

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

	September 30, 2016
	(Date of Event which Requires Filing of this Statement)

Schedule 13D

Amendment No. 1

This Amendment No. 1 to the Statement on Schedule 13D relating to the common stock, $0.01 par value (the “Common Stock”), of Fifth Street Senior Floating Rate Corp., a Delaware corporation (the “Issuer”), is being filed by Ironsides Partners LLC (“Ironsides Partners”), Ironsides Partners Special Situations Master Fund II L.P. (“Master Fund”), Ironsides P Fund L.P. (“P Fund”) and Robert C. Knapp.

Item 4.

Purpose of the Transaction

Item 4 is amended by adding the following:

On September 30, 2016, Ironsides Partners, Master Fund and P Fund (collectively, “Ironsides”) entered into the Purchase and Settlement Agreement (the “PSA”) by and among (i) Fifth Street Holdings L.P. (“FSH”), Leonard M. Tannenbaum (together with FSH, the “Buyers”) and (ii) Ironsides.

On the terms and subject to the conditions of the PSA, the Buyers have agreed to purchase 1,942,641 shares of Common Stock of the Issuer (the “Shares”), from Ironsides for a per-share purchase price of $9.00, without interest (the “Purchase”). The closing of the Purchase is contemplated to occur on November 30, 2016.

In the PSA, Ironsides agreed to observe certain standstill provisions in respect of the Issuer, Fifth Street Finance Corp. and Fifth Street Asset Management Inc. until the earlier of (i) certification of voting results with respect to each company’s 2018 annual meeting of stockholders, (ii) July 6, 2018 and (iii) the closing date, if the closing of the Purchase has not occurred on November 30, 2016 (other than by reason of the failure of Ironsides to deliver the Shares, free and clear of any liens, at the closing).  Ironsides disclaims that they are a group with the Buyers.  See Amendment No. 13, dated October 5, 2016, to the Statement on Schedule 13D/A filed by Leonard M. Tannenbaum et al., with respect to the Common Stock (the “Tannenbaum 13D”).

The summary of the PSA and the Purchase in this Item 4 is qualified in its entirety by reference to the complete text of the PSA, a copy of which is incorporated by reference to Exhibit 2 hereof.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is amended and restated as follows:

The summary of the PSA and the Purchase in Item 4 is incorporated by reference in its entirety into this Item 6. Such summary is qualified in its entirety by reference to the complete text of the PSA, a copy of which is incorporated by reference to Exhibit 2 hereof.

Item 7.

Material to be Filed as Exhibits.

2.	Purchase and Settlement Agreement, dated as of September 30, 2016, by and among Fifth Street Holdings L.P., Leonard M. Tannenbaum, Ironsides Partners, Master Fund and P Fund (incorporated by reference to Exhibit 4 of the Tannenbaum 13D).

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 6, 2016