WHITE PLAINS, N.Y., April 12, 2011 (GLOBE NEWSWIRE) -- Fifth Street Finance Corp. (NYSE:FSC) ("Fifth Street") today announced that it closed a private offering of $150 million aggregate principal amount of its 5.375% convertible senior notes due 2016. These convertible senior notes were sold only to qualified institutional buyers (as defined in the Securities Act of 1933) pursuant to Rule 144A under the Securities Act. Fifth Street has granted the initial purchasers for the offering the option to purchase up to an additional $22.5 million aggregate principal amount of the convertible senior notes.
In addition, Leonard M. Tannenbaum, the chief executive officer, purchased $2 million principal amount of convertible senior notes directly from Fifth Street in a concurrent private placement.
The convertible senior notes are unsecured and bear interest at a rate of 5.375% per year, payable semiannually. In certain circumstances, the convertible senior notes are convertible into shares of Fifth Street's common stock at an initial conversion rate of 67.7415 shares of common stock per $1,000 principal amount of convertible senior notes, which is equivalent to an initial conversion price of approximately $14.76 per share of Fifth Street's common stock, subject to customary anti-dilution adjustments. The conversion price is approximately 10% above the $13.42 per share closing price of Fifth Street's common stock on April 6, 2011. Fifth Street does not have the right to redeem the convertible senior notes prior to maturity. The convertible senior notes will mature on April 1, 2016, unless repurchased or converted in accordance with their terms prior to such date.
Fifth Street intends to use substantially all of the net proceeds from this offering to reduce outstanding borrowings, make investments in small and mid-sized companies in accordance with its investment objective and strategies and for general corporate purposes.
Neither the convertible senior notes nor the common stock that may be issued upon conversion thereof will be registered under the Securities Act. Neither the convertible senior notes nor the common stock that may be issued upon conversion thereof may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
This press release does not constitute an offer to sell any securities of Fifth Street and is not soliciting an offer to buy such securities in any state where such offer and sale is not permitted. It is issued pursuant to Rule 135c under the Securities Act.
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Forward-Looking Statements
This press release contains certain forward-looking statements, including statements with regard to Fifth Street Finance Corp.'s securities offering and the anticipated use of the net proceeds of the offering. Words such as "believes," "expects," "projects," "anticipates," "intends," "plans," and "future" or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements, and these factors are identified from time to time in Fifth Street Finance Corp.'s filings with the Securities and Exchange Commission. Fifth Street Finance Corp. undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
CONTACT: Fifth Street Finance Corp. Stacey Thorne, Executive Director, Investor Relations (914) 286-6811 stacey@fifthstreetfinance.com
