Fifth Street Asset Management Inc. Files Form 12b-25 with Securities and Exchange Commission
15 August 2017 - 9:00PM
Fifth Street Asset Management Inc. (NASDAQ:FSAM) (“FSAM” or the
“Company”) today announced that it has postponed the filing of its
Form 10-Q for the quarter ended June 30, 2017. The Company has
filed a notification of late filing on Form 12b-25 with the U.S.
Securities and Exchange Commission.
The delay in the filing of FSAM’s Form 10-Q is related to delays
in preparing additional financial information required to be
disclosed as a result of the impact to the Company of (1) the
transactions contemplated by the definitive asset purchase
agreement dated July 13, 2017, with Oaktree Capital Management,
L.P. (“Oaktree”), an affiliate of Oaktree Capital Group, LLC
(NYSE:OAK), under which Oaktree will become the new investment
adviser to Fifth Street Finance Corp. (NASDAQ:FSC) (“FSC”) and
Fifth Street Senior Floating Rate Corp. (NASDAQ:FSFR) (“FSFR”) and
(2) the transactions contemplated by that certain Purchase
Agreement by and between Fifth Street Holdings L.P. and New Star
Financial, Inc. (the “Purchase Agreement”), related to the sale of
Fifth Street CLO Management LLC.
The Company is working diligently to complete and file the Form
10-Q within the five-day period provided by Rule 12b-25.
About Fifth Street Asset Management Inc.Fifth
Street Asset Management Inc. (NASDAQ:FSAM) is a nationally
recognized credit-focused asset manager. The firm has over $4
billion of assets under management across two publicly-traded
business development companies, Fifth Street Finance Corp.
(NASDAQ:FSC) and Fifth Street Senior Floating Rate Corp.
(NASDAQ:FSFR). The Fifth Street platform provides innovative and
customized financing solutions to small and mid-sized businesses
across the capital structure through complementary investment
vehicles and co-investment capabilities. With a nearly 20-year
track record focused on disciplined credit investing across
multiple economic cycles, Fifth Street is led by a seasoned
management team that has issued billions of dollars in public
equity, private capital and public debt securities. Fifth Street's
national origination strategy, proven track record and established
platform have allowed the firm to surpass $10 billion of loan
commitments since inception. For more information, please visit
fsam.fifthstreetfinance.com.
Forward-Looking StatementsSome of the
statements in this press release may include forward-looking
statements that reflect current views with respect to future events
and financial performance, and FSAM may make related oral,
forward-looking statements on or following the date hereof.
Statements that include the words “should,” “would,” “expect,”
“intend,” “plan,” “believe,” “project,” “anticipate,” “seek,”
“will,” and similar statements of a future or forward-looking
nature identify forward-looking statements in this press release or
similar oral statements for purposes of the U.S. federal securities
laws or otherwise. Such statements are “forward looking”
statements as such term is defined in the Private Securities
Litigation Reform Act of 1995, including the date that the parties
expect the proposed transaction to be completed. Because
forward-looking statements include risks and uncertainties, actual
results may differ materially from those expressed or implied and
include, but are not limited to, those discussed in filings with
the SEC, and (i) the satisfaction or waiver of certain closing
conditions specified in the definitive agreements relating to the
proposed transaction, including the consents of certain third
parties, (ii) the parties’ ability to successfully close the
proposed transaction and the timing of such closing, (iii) that the
proposed transaction may disrupt current plans and operations of
FSC and FSFR, and (iv) the possibility that competing offers or
acquisition proposals related to the proposed transaction will be
made and if made could be successful. Additional risks and
uncertainties specific to FSAM include (a) that FSAM will have
limited or no revenue generating operations following the closing
of the proposed transaction, (b) the amount and timing of any
release of escrowed transaction proceeds to FSAM and its
subsidiaries, which will depend on the outcome of contingencies set
forth in the asset purchase agreement, (c) the costs and expenses
that FSAM and its subsidiaries have, and may incur, in connection
with the transaction, (d) the impact that any litigation relating
to the transaction may have on FSAM and its subsidiaries, (e) that
future dividends and distributions of proceeds of the proposed
transaction to FSAM Class A stockholders must declared by FSAM’s
Board of Directors subject to applicable law, and could be subject
to FSAM’s Board of Directors determining to approve and seek
stockholder approval of a plan of dissolution with the Secretary of
State of Delaware, (f) that any amounts distributed to FSAM Class A
stockholders may not be reflective of the price at which any
investor has purchased, or may purchase, shares of FSAM Class A
common stock, (g) ongoing operational costs at FSAM and its
subsidiaries and, if applicable, potential wind-down costs, and
their impact on amounts that may be available for distribution by
FSAM to its Class A stockholders and (h) negative effects of the
entering into the asset purchase agreement and consummation of the
transactions contemplated thereby on the trading volume and market
price of FSAM’s Class A common stock. FSAM undertakes no
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
CONTACT:
Investor Contact:
Robyn Friedman, Executive Director, Head of Investor Relations
(203) 681-3720
ir-fsam@fifthstreetfinance.com
Media Contact:
James Golden / Aura Reinhard / Andrew Squire
Joele Frank Wilkinson Brimmer Katcher
(212) 355-4449
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