American Capital Senior Floating, Ltd. (NASDAQ:ACSF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Senior Floating, Ltd. (the “Company”) approved the appointment
of Ivy Hill Asset Management, L.P., a wholly-owned portfolio
company of Ares Capital Corporation (“ARCC”), as the Company’s
new external manager. The appointment will be effective upon the
automatic termination of the Company’s existing management
agreement with an affiliate of American Capital, Ltd. (“ACAS”)
following an assignment of the agreement under the Investment
Company Act of 1940, as amended (the “1940 Act”) as a result of
ARCC’s acquisition of ACAS. The acquisition transaction is
expected to close as early as the first week of January 2017. In
addition, on December 19, 2016, Malon Wilkus, Chair of the Board
of Directors of the Company, and Director Stan Lundine, each an
interested person of the Company, as defined in Section 2(a)(19)
of the 1940 Act, notified the Company that they plan to resign
from the Board of Directors following effectiveness of the
Company’s new management agreement. At such time, Mr. Wilkus,
who is also Chief Executive Officer (Principal Executive Officer)
of the Company, along with Mark Pelletier, the Companys President
and Chief Investment Officer and John R. Erickson, the Companys
Executive Vice President and Chief Financial Officer (Principal
Financial Officer and Principal Accounting Officer), will no
longer hold such offices. Messrs. Wilkus, Lundine, Pelletier and
Erickson are all affiliated persons of ACAS, as defined in
Section 2(a)(3) of the 1940 Act.
Stockholders (the “Annual Meeting”), at the Company’s offices
at 2 Bethesda Metro Center, 14th Floor, Bethesda, Maryland 20814,
at 9:00 a.m. (ET). The record date for the Annual Meeting was
November 3, 2016. As of the record date, a total of 10,000,100
shares of the Company’s common stock were entitled to vote at
the Annual Meeting. There were 8,886,067 shares of common stock
present in person or by proxy at the Annual Meeting. Set forth
below are the matters acted upon by the stockholders, and the
final voting results of each such proposal.
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1.
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Election of Directors. The Company’s stockholders voted to
elect five (5) Director Nominees to hold office for a term of one (1) year and until his or her successor is duly elected and qualified. |
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Nominee
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For
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Against
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Abstain
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Non Votes
|
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Phyllis R. Caldwell
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4,353,114
|
255,312
|
53,008
|
4,224,633
|
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Gil Crawford
|
4,360,350
|
249,957
|
51,127
|
4,224,633
|
|
Larry K. Harvey
|
4,362,520
|
248,368
|
50,546
|
4,224,633
|
|
Stan Lundine
|
4,218,707
|
394,621
|
48,106
|
4,224,633
|
|
Malon Wilkus
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4,243,352
|
331,937
|
86,145
|
4,224,633
|
|
2.
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Approval of an amendment and restatement of management
agreement. As abstentions and broker non-votes had the effect of a vote against this proposal, this proposal failed to receive sufficient affirmative votes of (i) 67% or more of the outstanding shares of our common stock present at the Annual Meeting or represented by proxy if the holders of more than 50% of the shares of our common stock are present or represented by proxy or (ii) more than 50% of our outstanding shares of common stock, whichever is less. |
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For
|
Against
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Abstain
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Non Votes
|
|
4,340,013
|
223,098
|
98,323
|
4,224,633
|
|
3.
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Approval and ratification of certain payments made to manager
under management agreement. As abstentions and broker non-votes had the effect of a vote against this proposal, this proposal failed to receive sufficient affirmative votes of (i) 67% or more of the outstanding shares of our common stock present at the Annual Meeting or represented by proxy if the holders of more than 50% of the shares of our common stock are present or represented by proxy or (ii) more than 50% of our outstanding shares of common stock, whichever is less. |
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For
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Against
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Abstain
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Non Votes
|
|
3,966,576
|
581,273
|
113,585
|
4,224,633
|
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4.
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Ratification of appointment of Ernst Young LLP. The
Company’s stockholders voted to ratify the appointment of Ernst Young LLP as the Company’s independent public accountant for the year ending December 31, 2016. |
|
For
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Against
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Abstain
|
|
8,627,077
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198,833
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60,157
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announcing the results of the Annual Meeting and that its Board
of Directors approved the appointment of Ivy Hill Asset
Management, L.P. as the Company’s new external manager,
effective upon the automatic termination of the Companys existing
management agreement with an affiliate of ACAS following ARCC’s
acquisition of ACAS.
Current Report on Form 8-K and is incorporated by reference into
this Item 8.01.
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Exhibit 99.1
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Press Release, dated December 19, 2016
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About American Capital Senior Floating, Ltd. (NASDAQ:ACSF)
American Capital Senior Floating, Ltd. is a non-diversified closed-end investment management company. The Company’s investment objective is to provide attractive, risk-adjusted returns over the long term primarily through current income while seeking to preserve its capital. It manages a leveraged portfolio composed primarily of diversified investments in first lien and second lien floating rate loans principally to the United States-based companies (collectively, Senior Floating Rate Loans or SFRLs), which are referred to as leveraged loans. It invests in equity tranches of collateralized loan obligations (CLOs), which are securitized vehicles collateralized primarily by SFRLs, and it may invest in debt tranches of CLOs. In addition, it may selectively invest in loans issued by middle market companies, mezzanine and unitranche loans and high yield bonds. It has over 80% of its assets in Senior Floating Rate Loans. The Company is managed by American Capital ACSF Management, LLC. American Capital Senior Floating, Ltd. (NASDAQ:ACSF) Recent Trading Information
American Capital Senior Floating, Ltd. (NASDAQ:ACSF) closed its last trading session down -0.25 at 11.80 with 27,477 shares trading hands.
