8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 3, 2017

American Capital Senior Floating, Ltd.

(Exact Name of Registrant as Specified in Charter)

Maryland	814-01025	46-1996220
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2 Bethesda Metro Center, 14th Floor, Bethesda, MD	20814
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (301) 968-9310

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On January 3, 2017, ACSF Funding I, LLC (“ACSF Funding”), a wholly owned special purpose financing vehicle of American Capital Senior Floating, Ltd. (the “Registrant”), entered into an amendment (the “Credit Facility Amendment”) to the documents governing ACSF Funding’s secured revolving credit facility (the “ACSF Credit Facility”) with Bank of America, N.A. The Credit Facility Amendment amends the relevant provisions of the ACSF Credit Facility to reflect the appointment of Ivy Hill Asset Management, L.P. (“IHAM”) as the Registrant’s new investment adviser.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 4, 2017, the Registrant announced that the appointment of IHAM as the Registrant’s new investment manager became effective on January 3, 2017 (the “IHAM Appointment”).  In connection therewith, on January 3, 2017, the Registrant’s board of directors (the “Board”) appointed Kevin Braddish as a director of the Registrant, effective immediately, to fill the vacant seat created by Malon Wilkus’s previously announced resignation from the Registrant. Mr. Braddish’s initial term will expire at the 2017 annual meeting of stockholders of the Registrant.  As previously announced, on January 3, 2017, Stan Lundine resigned from the Board.  The vacant seat created by Mr. Lundine’s resignation from the Board currently remains unfilled.

On January 3, 2017, the previously announced resignations of Mark Pelletier from his positions as President and Chief Investment Officer of the Registrant (Principal Executive Officer) and John Erickson from his positions as Executive Vice President and Chief Financial Officer of the Registrant (Principal Financial Officer and Principal Accounting Officer) became effective.  Also on January 3, 2017, the Board appointed (i) Kevin Braddish as President and Chief Executive Officer of the Registrant, (ii) Penni F. Roll as Chief Financial Officer of the Registrant, and (iii) Scott Lem as Chief Accounting Officer of the Registrant, in each case, effective immediately.

Mr. Braddish serves as a director of and the President and Chief Executive Officer of the Registrant.  He also serves as President of IHAM, which is the Registrant’s investment adviser, where he has been employed since July 2010.  Additionally, he is a member of the IHAM Investment Committee.  Prior to joining IHAM in 2010, Mr. Braddish was a Founder and Chief Investment Officer of Emporia Capital Management, LLC. Previously, Mr. Braddish was a Managing Director and Group Head for Commercial Lending at PB Capital, where he focused on portfolio management. In addition, he was Managing Director of the Leveraged Finance Group, where he focused on the unit’s origination, underwriting and syndication of middle market loans to private equity groups.  In addition, Mr. Braddish was a Senior Originator in the Commercial Finance Group of GE Capital Group.  Mr. Braddish began his career at The Bank of New York, where he focused on a range of lending areas, including middle market lending and leveraged finance. Mr. Braddish is a holds a B.A. from The College of William & Mary in Business Administration and holds an M.B.A. from Adelphi University in Finance.

Ms. Roll serves as Chief Financial Officer of the Registrant. She also serves as the Chief Financial Officer of the Ares Credit Group of Ares Management, L.P. (“Ares”), Ares Capital Corporation (NASDAQ:ARCC) (“ARCC”), and Ares Dynamic Credit Allocation Fund, Inc. (NYSE:ARDC) (“ARDC”). She is also Chief Financial Officer, Vice President and Treasurer of IHAM and Chief Financial Officer of Ivy Hill Asset Management GP, LLC (“IHAM GP”), IHAM’s general partner. She joined Ares in April 2010 and now serves as Partner—Chief Financial Officer of Ares Credit Group.  She may additionally from time to time serve as an officer, director or principal of entities affiliated with Ares or of investment funds managed by Ares and its affiliates. Prior to joining Ares, Ms. Roll served as Chief Financial Officer of Allied Capital Corporation from 1998 until April 2010. Ms. Roll joined Allied Capital Corporation in 1995 as its Controller after serving as a Manager in KPMG LLP’s financial services practice. She also serves on the Board of Managers of IHAM GP. Ms. Roll graduated magna cum laude with a B.S.B.A. in Accounting from West Virginia University.

Mr. Lem serves as Chief Accounting Officer of the Registrant. He also serves as Controller of IHAM, Controller and Treasurer of IHAM GP, Chief Accounting Officer, Vice President and Treasurer of ARCC and Treasurer of ARDC. Mr. Lem previously served as Assistant Treasurer of ARCC from May 2009 to May 2013. Additionally, Mr. Lem is a Managing Director and Chief Accounting Officer, Credit (Direct Lending) in the Ares Finance Department. He may from time to time serve as an officer, director or principal of entities affiliated with Ares or of investment funds managed by Ares and its affiliates. From July 2003 to December 2008, Mr. Lem served as Controller of Ares. Prior to joining Ares in July 2003, Mr. Lem was with Ernst & Young LLP and Arthur Andersen LLP, most recently as a Senior Associate conducting audits for clients across several industries including entertainment, hospitality and real estate. Mr. Lem graduated summa cum laude with a B.S. in Accounting from the University of Southern California’s Leventhal School of Accounting and summa cum laude with a B.S. in Business Administration from the University of Southern California’s Marshall School of Business. Mr. Lem has also received an M.B.A. in Finance from UCLA’s Anderson School of Management. Mr. Lem is a Certified Public Accountant (Inactive).

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Item 7.01 Regulation FD Disclosure.

On January 4, 2017, the Registrant issued a press release, included herewith as Exhibit 99.1, and by this reference incorporated herein.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 9.01  Financial Statements and Exhibits.

(d)           Exhibits:

Exhibit Number	Description
99.1	Press Release, dated as of January 4, 2017

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		AMERICAN CAPITAL SENIOR FLOATING, LTD.
Date: January 4, 2017
	By:	/s/ Penni F. Roll
	Name:	Penni F. Roll
	Title:	Chief Financial Officer

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Exhibit Index

Exhibit Number	Description
99.1	Press Release, dated as of January 4, 2017

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EX-99.1

Exhibit 99.1

Ivy Hill Asset Management Appointed Investment Manager of
American Capital Senior Floating, Ltd.

Ivy Hill, a Wholly Owned Portfolio Company of Ares Capital Corporation, Invests Primarily in Middle Market Loans and has $3.6 Billion in AUM

Kevin Braddish Appointed as Chief Executive Officer and a Director of American Capital Senior Floating, Ltd.

NEW YORK, NY—January 4, 2017— American Capital Senior Floating, Ltd. (NASDAQ:ACSF) announced today that the appointment of  Ivy Hill Asset Management, L.P., a wholly owned portfolio company of Ares Capital Corporation (NASDAQ: ARCC), as ACSF’s new investment manager became effective on January 3, 2017.  In addition, Kevin Braddish, the President of Ivy Hill, has been appointed as Chief Executive Officer and a Director of ACSF.

On December 19, 2016, ACSF’s Board of Directors approved both interim and regular investment management agreements with Ivy Hill, as permitted under SEC rules, and an administration agreement with Ares Operations LLC, a subsidiary of Ares Management, L.P. (NYSE: ARES), subject to the completion of Ares Capital’s acquisition of American Capital, Ltd.  On January 3, 2017, upon consummation of Ares Capital’s acquisition of American Capital, Ltd., the interim investment management agreement became effective and will remain in effect pending stockholder approval of the regular investment management agreement.  The regular investment management agreement is expected to be submitted to ACSF stockholders at a special stockholder meeting during the first half of 2017.

Ivy Hill is an SEC-registered investment adviser with total assets under management of approximately $3.6 billion across approximately 20 vehicles as of September 30, 2016, including collateralized loan obligations (CLOs) and separately managed accounts. The experienced and dedicated team is focused on investing in and managing primarily middle market senior secured loans. Additionally, Ivy Hill leverages the experience, investment expertise, market knowledge and back office infrastructure of Ares Management, L.P., a global alternative asset manager with approximately $100 billion in assets under management as of September 30, 2016, pro forma for Ares Capital’s acquisition of American Capital, Ltd.

As an experienced investment executive with more than 30 years of experience, Mr. Braddish has been the President of Ivy Hill Asset Management since 2010.  Prior to joining Ivy Hill, Mr. Braddish was a Founder and Chief Investment Officer of Emporia Capital Management, LLC, an asset management subsidiary of Allied Capital Corporation that focused on broadly syndicated and middle market loans.  Mr. Braddish was also a Managing Director and Group Head for Commercial Lending at PB Capital and a Senior Originator in the Commercial Finance Group of GE Capital.  Mr. Braddish began his career at the Bank of New York, where he focused in a variety of commercial lending areas.

“We would like to thank the ACSF Board of Directors for its support and confidence in us,” said Kevin Braddish, President of Ivy Hill and Chief Executive Officer of ACSF. “We look forward to managing the company’s investment portfolio in a manner consistent with its existing investment strategy and in the best interests of our stockholders.”

About American Capital Senior Floating, Ltd.

American Capital Senior Floating, Ltd. (NASDAQ:ACSF) is a non-diversified closed-end investment management company that invests primarily in senior first lien and second lien floating rate loans to large-market U.S. based companies (“Senior Floating Rate Loans”) and in debt and equity tranches of collateralized loan obligations collateralized by Senior Floating Rate Loans.  The Company has elected to be treated as a business development company under the Investment Company Act of 1940, as amended.  The Company is externally managed by Ivy Hill Asset Management, L.P. For further information, please refer to www.ACSF.com.

About Ivy Hill Asset Management L.P.

Ivy Hill Asset Management, L.P., a wholly owned portfolio company of Ares Capital Corporation (NASDAQ:ARCC), is an SEC-registered investment adviser, comprised of an experienced team of investment professionals focused on investing in and managing primarily middle market senior secured assets through structured investment vehicles and managed accounts. As of September 30, 2016, Ivy Hill had total assets under management of approximately $3.6 billion across approximately 20 vehicles.

Forward-Looking Statements

Statements included herein may constitute “forward-looking statements,” which relate to future events or our future performance or financial condition. These statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results and conditions may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the Securities and Exchange Commission (“SEC”). American Capital Senior Floating, Ltd. undertakes no duty to update any forward-looking statements made herein.

Additional Information and Where to Find It

ACSF plans to file with the SEC and mail to its stockholders a proxy statement on Schedule 14A (the “Proxy Statement”) soliciting stockholder approval of the regular investment management agreement. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, CAREFULLY AND IN THEIR ENTIRETY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain the Proxy Statement and other documents filed with the SEC by ACSF, free of charge, from the SEC’s web site at www.sec.gov and from ACSF’s web site at www.acsf.com. Investors and security holders may also obtain free copies of the Proxy Statement and other documents filed with the SEC from ACSF by contacting ACSF’s Investor Relations Department at 888-818-5298.

Participants in the Solicitation

ACSF and its directors, executive officers, other members of its management and employees may be deemed to be participants in the solicitation of proxies. Information regarding ACSF’s directors and executive officers is available in its definitive proxy statement for its 2016 annual meeting of stockholders filed with the SEC on November 7, 2016. To the extent holdings of securities by such directors or executive officers have changed since the amounts printed in ACSF’s 2016 proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed by such directors or executive offices, as the case may be, with the SEC. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement when it becomes available. These documents may be obtained free of charge from the sources indicated above.

Media Relations:
Mendel Communications
Bill Mendel, 212-397-1030
bill@mendelcommunications.com
or
Investor Relations:

Jana Markowicz, 888-818-5298
markowicz@aresmgmt.com
or
Carl Drake, 888-818-5298
cdrake@aresmgmt.com

or

Veronica Mendiola, 212-808-1150

vmendiola@aresmgmt.com