American Capital Senior Floating,Ltd. (NASDAQ:ACSF) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement.
On January3, 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
Fundings 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 Registrants new investment adviser.
Item5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On January4, 2017, the Registrant announced that the appointment
of IHAM as the Registrants new investment manager became
effective on January3, 2017 (the IHAM Appointment). In connection
therewith, on January3, 2017, the Registrants board of directors
(the Board) appointed Kevin Braddish as a director of the
Registrant, effective immediately, to fill the vacant seat
created by Malon Wilkuss previously announced resignation from
the Registrant. Mr.Braddishs initial term will expire at the 2017
annual meeting of stockholders of the Registrant. As previously
announced, on January3, 2017, Stan Lundine resigned from the
Board. The vacant seat created by Mr.Lundines resignation from
the Board currently remains unfilled.
On January3, 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
January3, 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 Registrants investment adviser, where he
has been employed since July2010. 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 units 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),IHAMs
general partner. She joined Ares in April2010 and now serves as
PartnerChief 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 April2010. Ms.Roll joined Allied
Capital Corporation in 1995 as its Controller after serving as a
Manager in KPMG LLPs 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 May2009 to May2013.
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 July2003 to
December2008, Mr.Lem served as Controller of Ares. Prior to
joining Ares in July2003, 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 Californias Leventhal School of Accounting and summa cum
laude with a B.S. in Business Administration from the University
of Southern Californias Marshall School of Business. Mr.Lem has
also received an M.B.A. in Finance from UCLAs Anderson School of
Management. Mr.Lem is a Certified Public Accountant (Inactive).
Item7.01 Regulation FD Disclosure.
On January4, 2017, the Registrant issued a press release,
included herewith as Exhibit99.1, and by this reference
incorporated herein.
The information disclosed under this Item 7.01, including
Exhibit99.1 hereto, is being furnished and shall not be deemed
filed for purposes of Section18 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:
ExhibitNumber |
|
Description |
99.1 |
Press Release, dated as of January4, 2017 |
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 00.00 at 11.90 with 50,005 shares trading hands.