SC 13D/A 1 v462644_sc13da.htm SC 13D/A

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 8)*

 

Fifth Street Finance Corp.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

31678A 10 3

(CUSIP Number)

 

Leonard M. Tannenbaum

777 West Putnam Avenue, 3rd Floor

Greenwich, CT 06830

(203) 681-3600

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

March 15, 2017

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

CUSIP No.   31678A 10 3
 
  1.

Names of Reporting Persons.

 

Leonard M. Tannenbaum

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) þ
 
  3. SEC Use Only
 
  4. Source of Funds (See Instructions)
PF, AF, OO
 
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
 
  6. Citizenship or Place of Organization
United States of America
         

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
17,620,976
 
8. Shared Voting Power
8,610,570
 
9. Sole Dispositive Power
17,620,976
 
10. Shared Dispositive Power
8,610,570

 

  11. Aggregate Amount Beneficially Owned by Each Reporting Person
26,231,546
 
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
 
  13. Percent of Class Represented by Amount in Row (11)
18.6%
 
  14. Type of Reporting Person (See Instructions)
IN

 

 

 

 

CUSIP No.   31678A 10 3
 
  1.

Names of Reporting Persons.

Fifth Street Asset Management Inc.

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) þ
 
  3. SEC Use Only
 
  4. Source of Funds (See Instructions)
WC, BK
 
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
 
  6. Citizenship or Place of Organization
Delaware
         

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
0
 
8. Shared Voting Power
8,399,520
 
9. Sole Dispositive Power
0
 
10. Shared Dispositive Power
8,399,520

 

  11. Aggregate Amount Beneficially Owned by Each Reporting Person
8,399,520
 
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
 
  13. Percent of Class Represented by Amount in Row (11)
6.0%
 
  14. Type of Reporting Person (See Instructions)
CO

 

 

 

 

CUSIP No.   31678A 10 3
 
  1.

Names of Reporting Persons.

Fifth Street Holdings L.P.

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) þ
 
  3. SEC Use Only
 
  4. Source of Funds (See Instructions)
WC, BK
 
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
 
  6. Citizenship or Place of Organization
Delaware
         

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
0
 
8. Shared Voting Power
8,399,520
 
9. Sole Dispositive Power
0
 
10. Shared Dispositive Power
8,399,520

 

  11. Aggregate Amount Beneficially Owned by Each Reporting Person
8,399,520
 
  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
 
  13. Percent of Class Represented by Amount in Row (11)
6.0%
 
  14. Type of Reporting Person (See Instructions)
PN

 

 

 

 

This Schedule 13D/A constitutes Amendment No. 6 to the Schedule 13D by Fifth Street Holdings L.P. on February 24, 2016, as amended on March 29, 2016, September 12, 2016, December 21, 2016, March 7, 2017 and March 10, 2017. This Schedule 13D/A also constitutes Amendment No. 8 to the Schedule 13D filed by each of Leonard M. Tannenbaum and Fifth Street Asset Management Inc. on December 31, 2015, as amended on January 29, 2016, February 24, 2016, March 29, 2016, September 12, 2016, December 21, 2016, March 7, 2017 and March 10, 2017.

 

Item 2. Identity and Background

 

The second sentence of the second paragraph of Item 2 is amended and restated as follows:

 

The name, citizenship, present principal occupation or employment and business address of each director and executive officer of FSAM are set forth in Schedule A.

 

Item 5. Interest in Securities of the Issuer

 

Item 5 is amended and restated as follows:

 

(a)-(b) The information set forth in rows 7 through 13 of the cover page to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 140,960,651 outstanding Shares as of February 16, 2017, as reported in the Issuer’s definitive proxy statement on Schedule 14A as filed on February 21, 2017. Of the Shares over which Mr. Tannenbaum has sole voting and dispositive power (i) 15,246,743.404 Shares are held by him directly; (ii) 1,251,952 Shares are held by the Leonard M. Tannenbaum Foundation (the “Foundation”), an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, for which Mr. Tannenbaum serves as the President and (iii) 1,122,281 shares are held by 777 West Putnam Avenue LLC (“Building LLC”), for which Mr. Tannenbaum holds a majority of the equity interest of the sole member. Of the Shares over which Mr. Tannenbaum has shared voting and dispositive power, (i) 1,050 Shares are directly held by his spouse, (ii) 8,399,520 are directly held by FSH and (iii) 210,000 shares are directly held by the Tannenbaum Family 2012 Trust (the “Trust”) for the benefit of certain members of Mr. Tannenbaum’s family for which Mr. Bernard D. Berman is a trustee. The information with respect to Mr. Berman set forth in Item 2 and Schedule A to this Schedule 13D is incorporated by reference. Of the Shares over which FSAM and FSH have shared voting and dispositive power, all are directly held by FSH.

 

(c) Schedule B sets forth all transactions by the Reporting Persons with respect to Shares since the most recent filing by the Reporting Persons on Schedule 13D, which was made on March 10, 2017.

 

(d) The Foundation has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 1,251,952 Shares beneficially owned by Mr. Tannenbaum. Building LLC has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 1,122,281 Shares beneficially owned by Mr. Tannenbaum. FSH has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 8,399,520 Shares beneficially owned by Mr. Tannenbaum and FSAM. To Mr. Tannenbaum’s knowledge, Mr. Tannenbaum’s spouse has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 1,050 Shares that are beneficially owned by Mr. Tannenbaum. The Trust has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 210,000 Shares beneficially owned by Mr. Tannenbaum.

 

 

 

Schedule A

 

Name

 

Position at FSAM

 

Business Address /
Address of
Employer

 

Principal
Occupation or
Employment

 

Name and
Principal
Business of
Employer

 

Beneficial
Ownership 
of Shares1

Leonard M.
Tannenbaum
  Chairman of the Board and Chief Executive Officer  

777 West Putnam Avenue, 3rd Floor

Greenwich, CT 06830

  N/A   N/A   See Item 5
                     
Bernard D. Berman   Co-President and Chief Compliance Officer  

777 West Putnam Avenue, 3rd Floor

Greenwich, CT 06830

  N/A   N/A   55,968 Shares <0.1%
                     
Patrick J. Dalton   Co-President  

777 West Putnam Avenue, 3rd Floor

Greenwich, CT 06830

  N/A   N/A  

22,500

Shares

<0.1%

                     
Alexander C. Frank   Chief Operating Officer, Chief Financial Officer and Director  

777 West Putnam Avenue, 3rd Floor

Greenwich, CT 06830

  N/A   N/A  

15,223

Shares

<0.1%

                     
Michael Arthur   Director  

437 South Bristol Ave.

Los Angeles, CA 90049

  Owner   Michael Arthur & Associates, a consulting firm   None
                     
Nathaniel August   Director  

645 Madison Avenue

14th Floor

New York, NY 10022

  President and Portfolio Manager   Mangrove Partners, an investment manager   None
                     
Thomas H. Brandt   Director  

87 Main Street

New Haven, CT 06840

  Co-Owner and Director
of Real Estate
  College Street Foods, LLC, a restaurant business   None
                     
Thomas L. Harrison   Director  

437 Madison Avenue

New York, NY 10022

  Chairman Emeritus   Diversified Agency Services, a division of Omnicom Group Inc., a marketing communications services company   None
                     
James F. Velgot   Director  

777 West Putnam Avenue, 3rd Floor

Greenwich, CT 06830

  N/A   N/A   None

 

(1) Unless otherwise noted, each person has sole voting power and sole dispositive power over the Shares.

  

 

 

Schedule B

 

All transactions were effected in the open market and the price per share includes commissions paid.

 

Name   Type of
Transaction
  Date of Transaction   Amount of Securities     Price per Share  
Mr. Tannenbaum   Purchase   March 10, 2017     389,571     $ 4.43 (1)
                         
Mr. Tannenbaum   Purchase   March 13, 2017     176,476     $ 4.50 (2)
                         
Mr. Tannenbaum   Purchase   March 14, 2017     356,492     $ 4.51 (3)
                         
Mr. Tannenbaum   Purchase   March 15, 2017     1,273,000     $ 4.51 (4)
                         
Mr. Tannenbaum   Purchase   March 17, 2017     170,000     $ 4.59 (5)
                         
Mr. Tannenbaum   Purchase   March 20, 2017     175,000     $ 4.64 (6)
                         
Mr. Tannenbaum   Purchase   March 21, 2017     207,613     $ 4.63 (7)
                         
Mr. Tannenbaum   Purchase   March 22, 2017     269,871     $ 4.64 (8)
                         
Tannenbaum Family 2012 Trust   Purchase   March 23, 2017     210,000     $ 4.66 (9)

 

(1) The purchases were executed in multiple transactions ranging from $4.39 to $4.45. The price above reflects the weighted average price per share. The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price upon request by the Staff of the Securities and Exchange Commission.

 

(2) The purchases were executed in multiple transactions ranging from $4.47 to $4.51. The price above reflects the weighted average price per share. The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price upon request by the Staff of the Securities and Exchange Commission.

 

(3) The purchases were executed in multiple transactions ranging from $4.48 to $4.53. The price above reflects the weighted average price per share. The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price upon request by the Staff of the Securities and Exchange Commission.

 

(4) The purchases were executed in multiple transactions ranging from $4.46 to $4.51. The price above reflects the weighted average price per share. The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price upon request by the Staff of the Securities and Exchange Commission.

 

(5) The purchases were executed in multiple transactions ranging from $4.55 to $4.60. The price above reflects the weighted average price per share. The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price upon request by the Staff of the Securities and Exchange Commission.

 

(6) The purchases were executed in multiple transactions ranging from $4.56 to $4.66. The price above reflects the weighted average price per share. The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price upon request by the Staff of the Securities and Exchange Commission.

 

(7) The purchases were executed in multiple transactions ranging from $4.61 to $4.65. The price above reflects the weighted average price per share. The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price upon request by the Staff of the Securities and Exchange Commission.

 

(8) The purchases were executed in multiple transactions ranging from $4.60 to $4.65. The price above reflects the weighted average price per share. The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price upon request by the Staff of the Securities and Exchange Commission.

 

(9) The purchases were executed in multiple transactions ranging from $4.64 to $4.67. The price above reflects the weighted average price per share. The Reporting Persons undertake to provide full information regarding the number of shares sold at each separate price upon request by the Staff of the Securities and Exchange Commission.

 

 

SIGNATURES

 

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: March 24, 2017

 

/s/ Leonard M. Tannenbaum    
LEONARD M. TANNENBAUM  

 

FIFTH STREET ASSET MANAGEMENT INC.  
     
By: /s/ Leonard M. Tannenbaum    
Name: Leonard M. Tannenbaum  
Title: Chief Executive Officer  

 

FIFTH STREET HOLDINGS L.P.  
     
By:  Fifth Street Asset Management Inc., its general partner  
     
By: /s/ Leonard M. Tannenbaum    
Name: Leonard M. Tannenbaum  
Title: Chief Executive Officer