Fifth Street Asset Management Inc. (NASDAQ:FSAM) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07. Submission of Matters to a Vote of Security Holders.
On October 13, 2017, Fifth Street Asset Management Inc. (the “Company”) held a special meeting (the “Special Meeting”) of its stockholders to consider certain proposals related to the Asset Purchase Agreement (the “Asset Purchase Agreement”), dated as of July 13, 2017, by and among Fifth Street Management LLC (“FSM”), Oaktree Capital Management, L.P. (“Oaktree”), the Company (solely for the purposes set forth therein) and Fifth Street Holdings L.P. (“FSH”) (solely for the purposes set forth therein), to which, and upon the terms and subject to the conditions set forth therein, FSM will sell, convey, assign and transfer to Oaktree and Oaktree will purchase, acquire and accept from FSM all of FSM’s right, title and interest in specified business records with respect to FSM’s existing investment advisory agreements with each of Fifth Street Finance Corp. (“FSC”) and Fifth Street Senior Floating Rate Corp. (“FSFR”) for a purchase price of $320 million in cash. The Asset Purchase Agreement also provides for the entry by Oaktree into new investment advisory agreements with each of FSC and FSFR.
Each of the three proposals considered at the Special Meeting (as described below) was approved by the requisite vote of the stockholders of the Company.
As of the close of business on September 8, 2017, the record date for the Special Meeting, there were 15,649,686 shares of Class A common stock and 34,285,484 shares of Class B common stock, each of the Company, outstanding and entitled to vote at the Special Meeting. A total of 47,528,108 shares of common stock of the Company, representing approximately 95.18% of such shares outstanding and entitled to vote thereat, were present at the Special Meeting in person or by proxy, constituting a quorum to conduct business.
The final voting results for each proposal are described below. For more information regarding each of these proposals, please see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 18, 2017.
The Company held a special meeting (the “Special Meeting”) of its stockholders on October 13, 2017, and the following matters were voted on at that meeting:
1.As reflected below, the Company’s stockholders approved the Asset Purchase Agreement and the transactions contemplated thereby:
|
For |
Against |
Abstain |
| 47,488,209 | 26,568 | 13,331 |
2.As reflected below, the Company’s stockholders approved the proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the Asset Purchase Agreement and the transactions contemplated thereby:
|
For |
Against |
Abstain |
| 47,303,765 | 212,561 | 11,782 |
3.As reflected below, the Company’s stockholders approved the Second Amended and Restated Certificate of Incorporation of the Company:
|
For |
Against |
Abstain |
| 45,963,165 | 1,552,233 | 12,710 |
About Fifth Street Asset Management Inc. (NASDAQ:FSAM)
Fifth Street Asset Management Inc. is an alternative asset manager. The Company provides asset management services to its investment funds (the Fifth Street Funds or the funds), which consist of Fifth Street Finance Corp. (FSC) and Fifth Street Senior Floating Rate Corp. (FSFR), both publicly-traded business development companies (together, the BDCs). Its segment provides asset management services to the Fifth Street Funds. The Company conducts all of its operations through its subsidiaries, Fifth Street Management LLC (FSM), Fifth Street CLO Management LLC (CLO Management) and FSCO GP LLC (FSCO GP). The funds, managed by the Company, provide financing solutions to small and mid-sized companies across their capital structures, mainly in connection with investments by private equity sponsors. It provides credit solutions across the capital structure, including one-stop financing, unitranche debt, senior secured debt, mezzanine debt, equity co-investments and venture debt financing.