UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 23, 2012
Fifth Street Finance Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 1-33901 | 26-1219283 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
10 Bank Street, 12th Floor
White Plains, New York 10606
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (914) 286-6800
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On April 23, 2012, Fifth Street Finance Corp. (“Fifth Street”) amended the terms of its secured credit facility with Wells Fargo Bank, N.A. (the “Wells Fargo facility”) to, among other things:
| • | expand the borrowing capacity under the Wells Fargo facility from $100 million to $150 million; |
| • | increase the accordion feature to allow for potential future expansion from up to a total of $150 million to up to a total of $250 million; |
| • | extend the period during which Fifth Street may make and reinvest borrowings under the Wells Fargo facility from February 25, 2013 to April 23, 2014; and |
| • | extend the maturity date from February 25, 2014 to April 25, 2016. |
The foregoing description of the amendment to the Wells Fargo facility does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 4 to the Amended and Restated Loan and Servicing Agreement, filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
Exhibit | Description | |
| 10.1 | Amendment No. 4 to the Amended and Restated Loan and Servicing Agreement among Fifth Street Finance Corp., Fifth Street Funding, LLC, Wells Fargo Securities, LLC and Wells Fargo Bank, N.A., dated as of April 23, 2012. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 25, 2012 | FIFTH STREET FINANCE CORP. | |||||
| By: | /s/ Bernard D. Berman | |||||
| Name: | Bernard D. Berman | |||||
| Title: | President | |||||