SEC Form 3 · accession 0001144204-16-120758
Oaktree Specialty Lending Corp · OCSL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Leonard M Tannenbaum
10% Owner
Fifth Street Asset Management Inc.
10% Owner
Fifth Street Holdings L.P.
10% Owner
Period of report
Feb 18, 2016
Accepted (ET)
Aug 23, 2016 · 4:13 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001414932
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per share | holding | — | — | — | 7,123,544 | D | ||
| Common Stock, par value $0.01 per shareF1 | holding | — | — | — | 80,000 | I | By Foundation | |
| Common Stock, par value $0.01 per shareF2 | holding | — | — | — | 1,122,281 | I | By LLC | |
| Common Stock, par value $0.01 per share | holding | — | — | — | 1,050 | I | By Spouse | |
| Common Stock, par value $0.01 per shareF3,F4 | holding | — | — | — | 13,541,816 | I | By Partnership |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 5.375% Convertible Note due 2016F5 | — | holding | — | — | — | Jan 1, 2016 | Mar 31, 2016 | Common Stock, par value $0.01 per share | 135,483 | — | D |
| PSA in respect of SwapsF6,F7,F8 | — | holding | — | — | — | — | — | Common Stock, par value $0.01 per share | 3,878,542 | — | I |
Explanation of responses
- F1These shares of the common stock, par value $0.01 per share (the "Common Stock"), of Fifth Street Finance Corp. (the "Company") are held by the Leonard M. Tannenbaum Foundation (the "Foundation"). Mr. Tannenbaum serves as the President of the Foundation.
- F2These shares of Common Stock are held by 777 West Putnam Avenue LLC, a limited liability company for which Mr. Tannenbaum holds a majority of the equity interest of the sole member. Mr. Tannenbaum may be deemed a beneficial owner of such shares of Common Stock, but disclaims such beneficial ownership except to the extent of his pecuniary interest.
- F3These shares of Common Stock are held by Fifth Street Holdings L.P. ("FSH"), a Delaware limited partnership. Fifth Street Asset Management Inc. ("FSAM") is the general partner of FSH, and Mr. Tannenbaum is the Chairman and Chief Executive Officer of FSAM. Mr. Tannenbaum is also the controlling stockholder of FSAM. Each of FSH, FSAM and Mr. Tannenbaum may be deemed a beneficial owner of such shares of Common Stock, but disclaims beneficial ownership thereof except to the extent of its or his pecuniary interest.
- F4Includes 9,220,600 shares of Common Stock that Mr. Tannenbaum and FSH have agreed to purchase for a per-share purchase price of $6.25, without interest. Mr. Tannenbaum and FSH are jointly and severally obligated to purchase the 9,220,600 shares of Common Stock from the Sellers (as defined below). Consequently, each of Mr. Tannenbaum, FSH and FSAM, FSH's general partner, may be deemed a beneficial owner of such shares of Common Stock, but disclaims beneficial ownership thereof except to the extent of its or his pecuniary interest.
- F5Convertible at a rate of 67.7415 per $1,000 principal amount.
- F6Each of Mr. Tannenbaum, FSH and FSAM is a party to the Purchase and Settlement Agreement, dated as of February 18, 2016 (as amended, the "PSA"), by and among the Company, Mr. Tannenbaum, FSH, FSAM and the Sellers. The "Sellers" are RiverNorth Capital Management, LLC, RiverNorth Capital Partners, L.P., RiverNorth Institutional Partners, L.P., RiverNorth Core Opportunity Fund, RiverNorth/DoubleLine Strategic Income Fund, Randy I. Rochman, Fred G. Steingraber and Murray R. Wise. Under the PSA, FSH has agreed with the counterparties (the "Counterparties" and each a "Counterparty") to certain cash-settled total return swap agreements in reference to an aggregate 3,878,542 shares of Common Stock (the "Swaps" and each a "Swap") that (i) upon the valuation of any such Swap on a date before December 15, 2016 as FSH shall direct the applicable Counterparty to elect, (continued in footnote 7)
- F7(continued from footnote 6) if any such Swap is valued other than as a result of FSH directing the applicable Counterparty to elect a valuation date, upon the deemed valuation as of December 15, 2016 or any earlier deemed valuation date selected by FSH or (iii) upon the later valuation of any such Swap pursuant to its terms, (A) if in any case the final price applicable to such Swap, as between the applicable Counterparty and the bank with which the applicable Counterparty has entered into such Swap (but determined in the case of clause (ii) as of the applicable deemed valuation date) based on the date selected by FSH, is greater than $6.25 per share, then such Counterparty shall pay to FSH a sum in cash equal to the number of shares referenced by such Swap multiplied by the excess of such final price over $6.25, (continued in footnote 8)
- F8(continued from footnote 7) and (B) if in any case such final price is less than $6.25 per share, then FSH shall pay to such Counterparty a sum in cash equal to the number of shares referenced by such Swap multiplied by the excess of $6.25 over such final price. The final price applicable to any Swap, as between any Counterparty and the bank with which such Counterparty has entered into such Swap, is generally the average of the highest bid and lowest ask prices at the closing time of the principal stock exchange on which the shares are listed. No Swap provides for any valuation date later than January 20, 2017. Each of FSH, FSAM and Mr. Tannenbaum may be deemed a beneficial owner of the foregoing rights and obligations arising under the PSA in respect of the Swaps, but disclaims such beneficial ownership except to the extent of its or his pecuniary interest.
Remarks
On February 25, 2016, due to a good faith clerical and transcription error on the part of a third party, this filing was initially submitted under an incorrect CIK Number. The reporting persons have re-submitted this filing under the correct CIK Number for the Company.