Fifth Street Senior Floating Rate Corp. (NASDAQ:FSFR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
In connection with the Transaction, on July 13, 2017, the Company entered into an amendment (the “Citibank Amendment”) to its revolving credit facility (the “Citibank facility”) that amends the Loan and Security Agreement, dated as of January 15, 2015, by and among the Company, as the collateral manager and as the seller, FS Senior Funding II LLC, as the borrower, Citibank, N.A., as administrative agent, and Citibank, N.A., as the sole lender (as amended, the “Citibank Agreement”). Under the Citibank Amendment, certain events of default that would result from the closing of the Transaction are waived and the ability to borrow amounts under the Citibank facility for investment was revised to require the consent of the lenders prior to the closing of the Transaction and completion of satisfactory due diligence by the lenders on Oaktree. In addition, the Citibank Amendment provides that if the closing of the Transaction does not occur by December 31, 2017, the reinvestment period for the Citibank facility would terminate and the Company would be required to pay down any amounts outstanding under the Citibank facility as set forth in the Citibank Amendment.
The foregoing description of the Citibank Amendment does not purport to be complete and is qualified in its entirety by reference to the Citibank Amendment, attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
In connection with the Transaction, on July 13, 2017, each of Messrs. Bernard D. Berman, James Castro-Blanco, Richard P. Dutkiewicz, Alexander C. Frank and Jeffrey R. Kay executed resignation letters to which each will resign as a member of the Company’s Board of Directors effective as of the closing of the Transaction. In addition, each of Mr. Berman, the Company’s Chief Executive Officer, Mr. Steven Noreika, the Company’s Chief Financial Officer, and Ms. Kerry Acocella, the Company’s Secretary and Chief Compliance Officer, is expected to resign from his or her respective roles as officers of the Company effective as of the closing of the Transaction.
Item 8.01 Other Events
The information set forth in the introductory note is incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| 10.1 | Fifth Amendment to Loan and Security Agreement and Waiver, dated as of July 13, 2017, by and among Fifth Street Senior Floating Rate Corp., FS Senior Funding II LLC and Citibank, N.A. |
| 99.1 | Press release dated July 14, 2017. |
Fifth Street Senior Floating Rate Corp. ExhibitEX-10.1 2 v470889_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION COPY FIFTH AMENDMENT TO Loan AND SECURITY AGREEMENT AND WAIVER THIS FIFTH AMENDMENT TO Loan AND SECURITY AGREEMENT AND WAIVER (this “Amendment”),…To view the full exhibit click here
About Fifth Street Senior Floating Rate Corp. (NASDAQ:FSFR)
Fifth Street Senior Floating Rate Corp. is a closed-end, non-diversified management investment company. The Company operates as a specialty finance company. The Company’s investment objective is to maximize its portfolio’s total return by generating current income from its debt investments while seeking to preserve its capital. The Company invests in portfolio companies primarily in the form of senior loans. The Company invests in senior secured loans, including first lien, unitranche and second lien debt instruments. The Company may also invest in unsecured loans, including subordinated loans, issued by private middle market companies, and senior and subordinated loans issued by public companies and equity investments. The senior loans that the Company targets have final maturities of 4 to 7 years. The Company seeks to invest in senior loans made primarily to private middle market companies. Fifth Street Management LLC is the investment advisor of the Company.
