X0206 3 2017-07-13 0 0001577791 Fifth Street Senior Floating Rate Corp. FSFR 0000949509 OAKTREE CAPITAL MANAGEMENT LP 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403382 Oaktree Holdings, Inc. 333 SOUTH GRAND AVENUE, 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403528 Oaktree Capital Group, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403525 Oaktree Capital Group Holdings GP, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 Common Stock, par value $0.01 per share 0 I See Footnotes On July 13, 2017, Oaktree Capital Management, L.P. ("Oaktree") entered into a Voting Agreement, dated as of July 13, 2017 (the "Voting Agreement"), with Fifth Street Holdings, L.P., Leonard M. Tannenbaum, the Leonard M. Tannenbaum Foundation and the Tannenbaum Family 2012 Trust (collectively, the "Stockholders") with respect to the shares of common stock, par value $0.01 per share, of the Issuer (the "Common Stock") owned by the Stockholders. As a result, Oaktree may be deemed to beneficially own, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in excess of 10% of the issued and outstanding Common Stock, and Oaktree is filing this Form 3. (Continued from footnote 1) This Form 3 is also being filed by each of (i) Oaktree Holdings, Inc. ("Holdings, Inc.") as the general partner of Oaktree; (ii) Oaktree Capital Group, LLC ("OCG") as the sole stockholder of Holdings, Inc.; and (iv) Oaktree Capital Group Holdings GP, LLC ("OCGH GP", and, together with Oaktree, Holdings, Inc. and OCG, the "Reporting Persons") as the duly elected manager of OCG. Pursuant to the Voting Agreement, each of the Stockholders agreed to vote their shares of Common Stock (i) in favor of approving the proposed new investment advisory agreements between Oaktree and the Issuer and the election of certain nominees for election to the Issuer's board of directors and (ii) otherwise at the direction of Oaktree. The Voting Agreement terminates upon the earliest of Oaktree no longer advising the Issuer, the termination of the Asset Purchase Agreement, dated as of July 13, 2017 (the "APA"), among Fifth Street Management LLC, Oaktree and the other parties thereto and, with respect to any Stockholder, when such Stockholder no longer owns shares of Common Stock. If the APA terminates under certain circumstances where the stockholders of Fifth Street Asset Management Inc. have not approved the transactions contemplated by the APA, then the Voting Agreement will not terminate until six months after the termination of the APA. Each Stockholder has agreed not to transfer shares of Common Stock prior to the closing of the transactions contemplated by the APA. Following such closing, subject to a right of first refusal for the benefit of Oaktree, a Stockholder may transfer shares of Common Stock to third parties, subject to certain volume restrictions under certain circumstances. Based on representations given by the Stockholders, as of July 13, 2017, the Stockholders beneficially own 8,011,303.62 shares of Common Stock. The Reporting Persons expressly disclaim beneficial ownership of the securities beneficially owned by the Stockholders, and the filing of this Form 3 shall not be deemed an admission of beneficial ownership by the Reporting Persons of such securities for purposes of Section 13 or 16 of the Exchange Act or for any other purpose. See Signatures Included in Exhibit 99.1 2017-07-21