AMERICAN CAPITAL SENIOR FLOATING,LTD. (NASDAQ:ACSF) Files An 8-K Entry into a Material Definitive Agreement
Item1.01Entry into a Material Definitive Agreement.
On May19, 2017, American Capital Senior Floating,Ltd. (the
Company) entered into a new investment advisory and management
agreement (the New Management Agreement) with its current
investment adviser,Ivy Hill Asset Management, L.P. (IHAM). The
terms of the New Management Agreement are substantially similar
to those of the Companys prior management agreement with American
Capital ACSF Management, LLC (ACSF Management), except for the
name of the investment adviser and the date of effectiveness. The
description of the New Management Agreement is qualified in its
entirety by reference to a copy of the New Management Agreement,
which is filed as Exhibit10.1 hereto and is incorporated by
reference herein.
Item 5.07 Submission of Matters to a Vote of Security
Holders.
Special Meeting of Stockholders
On May19, 2017, the Company held a special meeting of
stockholders (the Special Meeting) at the offices of Proskauer
Rose LLP, Eleven Times Square, New York, New York 10036. The
issued and outstanding shares of stock of the Company entitled to
vote at the Special Meeting consisted of the 10,000,100 shares of
common stock outstanding on the record date, March14, 2017. At
the Special Meeting, the Companys stockholders voted on the
following proposals and the Companys inspector of election
certified the vote tabulations indicated below.
Proposal 1
The proposal to approve the New Management Agreement between the
Company and IHAM, the Companys current investment adviser was
approved, based on the following votes:
|
FOR |
|
AGAINST |
|
ABSTAIN |
|
|
4,171,703 |
826,892 |
148,190 |
Proposal 2
The proposal to approve and ratify certain payments made to ACSF
Management, the Companys prior investment adviser, under the
Companys prior management agreement was approved, based on the
following votes:
|
FOR |
|
AGAINST |
|
ABSTAIN |
|
|
4,098,396 |
888,661 |
159,728 |
Proposal 3
The proposal to approve any adjournment of the Special Meeting,
if necessary or appropriate, to solicit additional proxies if
there are not sufficient votes to approve proposals 1 and 2 was
approved, based on the following votes:
|
FOR |
|
AGAINST |
|
ABSTAIN |
|
|
4,104,622 |
917,189 |
124,974 |
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits:
|
ExhibitNumber |
|
Description |
|
10.1 |
Management Agreement, dated as of May19, 2017, by and |
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 up +0.10 at 13.50 with 38,474 shares trading hands.