OCSL 10-Q Quarterly Report March 31, 2015 | Alphaminr
Oaktree Specialty Lending Corp

OCSL 10-Q Quarter ended March 31, 2015

OAKTREE SPECIALTY LENDING CORP
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10-Q 1 fsc10-qended3312015.htm 10-Q FSC 10-Q Ended 3.31.2015


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
(Mark One)
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2015
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 1-33901
Fifth Street Finance Corp.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE
(State or jurisdiction of
incorporation or organization)
26-1219283
(I.R.S. Employer
Identification No.)
777 West Putnam Avenue, 3rd Floor
Greenwich, CT
(Address of principal executive office)
06830
(Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(203) 681-3600
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods as the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES þ NO ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES ¨ NO ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ
Accelerated filer ¨
Non-accelerated filer ¨
Smaller reporting company ¨
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)    YES ¨ NO þ
The registrant had 153,340,371 shares of common stock outstanding as of May 8, 2015.




FIFTH STREET FINANCE CORP.
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2015
TABLE OF CONTENTS






PART I — FINANCIAL INFORMATION
Item 1.
Consolidated Financial Statements.
Fifth Street Finance Corp.
Consolidated Statements of Assets and Liabilities
(in thousands, except per share amounts)
(unaudited)
March 31, 2015
September 30, 2014
ASSETS
Investments at fair value:
Control investments (cost March 31, 2015: $405,500; cost September 30, 2014: $387,625)
$
394,794

$
394,872

Affiliate investments (cost March 31, 2015: $37,444; cost September 30, 2014: $37,757)
40,649

40,764

Non-control/Non-affiliate investments (cost March 31, 2015: $2,144,487; cost September 30, 2014: $2,069,301)
2,102,700

2,060,278

Total investments at fair value (cost March 31, 2015: $2,587,431; cost September 30, 2014: $2,494,683)
2,538,143

2,495,914

Cash and cash equivalents
108,747

86,731

Restricted cash
6,388

22,315

Interest, dividends and fees receivable
15,083

15,224

Due from portfolio companies
3,026

22,950

Receivables from unsettled transactions
38,485

4,750

Deferred financing costs
17,682

20,334

Other assets
409


Total assets
$
2,727,963

$
2,668,218

LIABILITIES AND NET ASSETS
Liabilities:

Accounts payable, accrued expenses and other liabilities
$
4,015

$
3,908

Base management fee payable
12,953

12,372

Part I incentive fee payable
7,340

9,309

Due to FSC CT
2,794

2,464

Interest payable
7,796

5,797

Amounts payable to syndication partners
561

3,817

Credit facilities payable
512,295

317,395

SBA debentures payable
225,000

225,000

Unsecured convertible notes payable
115,000

115,000

Unsecured notes payable
410,187

409,878

Secured borrowings at fair value (proceeds of $22,300 and $84,750 at March 31, 2015 and September 30, 2014, respectively)
22,248

84,803

Total liabilities
1,320,189

1,189,743

Commitments and contingencies (Note 3)

Net assets:
Common stock, $0.01 par value, 250,000 shares authorized; 153,340 shares issued and outstanding at March 31, 2015 and September 30, 2014
1,533

1,533

Additional paid-in-capital
1,649,086

1,649,086

Net unrealized appreciation (depreciation) on investments and secured borrowings
(49,237
)
1,178

Net realized loss on investments, secured borrowings and interest rate swap
(171,896
)
(152,416
)
Accumulated overdistributed net investment income
(21,712
)
(20,906
)
Total net assets (equivalent to $9.18 and $9.64 per common share at March 31, 2015 and September 30, 2014, respectively) (Note 12)
1,407,774

1,478,475

Total liabilities and net assets
$
2,727,963

$
2,668,218

See notes to Consolidated Financial Statements.

1


Fifth Street Finance Corp.
Consolidated Statements of Operations
(in thousands, except per share amounts)
(unaudited)
Three months
ended
March 31, 2015
Three months
ended
March 31, 2014
Six months
ended
March 31, 2015
Six months
ended
March 31, 2014
Interest income:
Control investments
$
6,215

$
3,194

$
12,479

$
5,613

Affiliate investments
1,072

1,098

2,169

1,864

Non-control/Non-affiliate investments
49,626

49,699

94,796

94,995

Interest on cash and cash equivalents
10

3

20

6

Total interest income
56,923

53,994

109,464

102,478

PIK interest income:
Control investments
1,674

2,542

3,439

4,950

Affiliate investments
212

207

427

542

Non-control/Non-affiliate investments
1,669

2,721

4,093

5,592

Total PIK interest income
3,555

5,470

7,959

11,084

Fee income:
Control investments
384

1,967

1,007

2,534

Affiliate investments
12

12

24

181

Non-control/Non-affiliate investments
5,265

10,508

22,532

26,909

Total fee income
5,661

12,487

23,563

29,624

Dividend and other income:
Control investments
1,838


2,976


Non-control/Non-affiliate investments
173

181

480

276

Total dividend and other income
2,011

181

3,456

276

Total investment income
68,150

72,132

144,442

143,462

Expenses:
Base management fee
13,064

13,735

27,219

25,794

Part I incentive fee
7,340

8,500

16,054

17,554

Professional fees
982

887

2,146

1,912

Board of Directors fees
189

141

369

296

Interest expense
14,812

12,833

28,804

23,046

Administrator expense
748

538

1,995

1,391

General and administrative expenses
1,657

1,499

3,438

3,252

Total expenses
38,792

38,133

80,025

73,245

Base management fee waived
(111
)
(234
)
(222
)
(234
)
Net expenses
38,681

37,899

79,803

73,011

Net investment income
29,469

34,233

64,639

70,451

Unrealized appreciation (depreciation) on investments:
Control investments
(7,484
)
2,132

(17,953
)
2,552

Affiliate investments
333

182

198

965

Non-control/Non-affiliate investments
5,207

(4,897
)
(32,764
)
(11,818
)
Net unrealized depreciation on investments
(1,944
)
(2,583
)
(50,519
)
(8,301
)
Net unrealized appreciation (depreciation) on secured borrowings
(227
)
(10
)
105

(10
)
Realized gain (loss) on investments and secured borrowings:
Affiliate investments
29


72


Non-control/Non-affiliate investments
(1,921
)
(1,540
)
(19,552
)
1,666

Net realized gain (loss) on investments and secured borrowings
(1,892
)
(1,540
)
(19,480
)
1,666

Net increase (decrease) in net assets resulting from operations
$
25,406

$
30,100

$
(5,255
)
$
63,806

Net investment income per common share — basic
$
0.19

$
0.25

$
0.42

$
0.51

Earnings (loss) per common share — basic
$
0.17

$
0.22

$
(0.03
)
$
0.46

Weighted average common shares outstanding — basic
153,340

139,138

153,340

139,132

Net investment income per common share — diluted
$
0.19

$
0.24

$
0.42

$
0.50

Earnings (loss) per common share — diluted
$
0.17

$
0.21

$
(0.03
)
$
0.45

Weighted average common shares outstanding — diluted
161,130

146,928

161,130

146,922

Distributions per common share
$
0.15

$
0.25

$
0.43

$
0.49

See notes to Consolidated Financial Statements.

2



Fifth Street Finance Corp.
Consolidated Statements of Changes in Net Assets
(in thousands, except per share amounts)
(unaudited)
Six months
ended
March 31, 2015
Six months
ended
March 31, 2014
Operations:
Net investment income
$
64,639

$
70,451

Net unrealized depreciation on investments
(50,519
)
(8,301
)
Net unrealized appreciation (depreciation) on secured borrowings
105

(10
)
Net realized gain (loss) on investments and secured borrowings
(19,480
)
1,666

Net increase (decrease) in net assets resulting from operations
(5,255
)
63,806

Stockholder transactions:
Distributions to stockholders
(65,446
)
(68,383
)
Net decrease in net assets from stockholder transactions
(65,446
)
(68,383
)
Capital share transactions:
Issuance of common stock under dividend reinvestment plan
3,096

6,189

Repurchase of common stock under stock repurchase program

(406
)
Repurchase of common stock under dividend reinvestment program
(3,096
)
(4,781
)
Net increase (decrease) in net assets from capital share transactions

1,002

Total decrease in net assets
(70,701
)
(3,575
)
Net assets at beginning of period
1,478,475

1,368,872

Net assets at end of period
$
1,407,774

$
1,365,297

Net asset value per common share
$
9.18

$
9.81

Common shares outstanding at end of period
153,340

139,138

See notes to Consolidated Financial Statements.


3

Fifth Street Finance Corp.
Consolidated Statements of Cash Flows
(in thousands, except per share amounts)
(unaudited)


Six months
ended
March 31, 2015
Six months
ended
March 31, 2014
Cash flows used in operating activities:
Net increase (decrease) in net assets resulting from operations
$
(5,255
)
$
63,806

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Net unrealized depreciation on investments
50,519

8,301

Net unrealized appreciation (depreciation) on secured borrowings
(105
)
10

Net realized (gains) losses on investments and secured borrowings
19,480

(1,666
)
PIK interest income
(7,959
)
(11,084
)
Recognition of fee income
(23,563
)
(29,624
)
Accretion of original issue discount on investments
(711
)
(388
)
Accretion of original issue discount on unsecured notes payable
309


Amortization of deferred financing costs
2,652

3,441

Changes in operating assets and liabilities:
Fee income received
23,578

28,922

Decrease in restricted cash
15,927


Increase in interest, dividends and fees receivable
(610
)
(8,298
)
(Increase) decrease in due from portfolio companies
19,924

(4,281
)
Increase in receivables from unsettled transactions
(33,735
)
(14,788
)
(Increase) decrease in other assets
(409
)
187

Increase in accounts payable, accrued expenses and other liabilities
107

2,925

Increase in base management fee payable
581

3,876

Increase (decrease) in Part I incentive fee payable
(1,969
)
1,325

Increase in due to FSC CT
330

1,168

Increase in interest payable
1,999

1,968

Decrease in payables from unsettled transactions

(31,780
)
Increase (decrease) in amounts payable to syndication partners
(3,256
)
8,028

Increase in advances received from portfolio companies

7,729

Purchases of investments and net revolver activity
(920,700
)
(1,108,320
)
Principal payments received on investments (scheduled payments)
12,993

23,992

Principal payments received on investments (payoffs)
322,246

106,710

PIK interest income received in cash
1,102

5,714

Proceeds from the sale of investments
481,411

185,916

Net cash used in operating activities
(45,114
)
(756,211
)
Cash flows from financing activities:
Distributions paid in cash
(62,350
)
(62,194
)
Borrowings under SBA debentures payable

43,250

Borrowings under credit facilities
521,400

804,338

Repayments of borrowings under credit facilities
(326,500
)
(415,657
)
Proceeds from the issuance of unsecured notes

244,403

Proceeds from secured borrowings

47,750

Repayments of secured borrowings
(62,324
)

Repurchases of common stock under stock repurchase program

(406
)
Repurchases of common stock under dividend reinvestment plan
(3,096
)
(4,781
)
Deferred financing costs paid

(1,913
)
Offering costs paid

(542
)
Net cash provided by financing activities
67,130

654,248

Net increase (decrease) in cash and cash equivalents
22,016

(101,963
)
Cash and cash equivalents, beginning of period
86,731

147,359

Cash and cash equivalents, end of period
$
108,747

$
45,396

Supplemental information:
Cash paid for interest
$
23,958

$
17,814

Non-cash financing activities:
Issuance of shares of common stock under dividend reinvestment plan
$
3,096

$
6,189

See notes to Consolidated Financial Statements.

4

Fifth Street Finance Corp.
Consolidated Schedule of Investments
(dollar amounts in thousands)
March 31, 2015
(unaudited)

Portfolio Company/Type of Investment (1)(2)(5)(15)
Industry
Principal (8)

Cost
Fair Value
Control Investments (3)
Traffic Solutions Holdings, Inc.
Construction and engineering
Second Lien Term Loan, 12% cash 3% PIK due 12/31/2016
$
15,170

$
15,164

$
15,133

LC Facility, 8.5% cash due 12/31/2016 (10)
(2
)

746,114 Series A Preferred Units
15,359

18,464

746,114 Common Stock Units
5,316

4,266

35,837

37,863

TransTrade Operators, Inc. (9)
Air freight and logistics
First Lien Term Loan, 11% cash 3% PIK due 5/31/2016
15,973

15,572

9,499

First Lien Revolver, 8% cash due 5/31/2016
965

965

554

596.67 Series A Common Units


4,000,000 Series A Preferred Units in TransTrade Holdings LLC
4,000


5,200,000 Series B Preferred Units in TransTrade Holding LLC
5,200


25,737

10,053

HFG Holdings, LLC (9)(16)
Specialized finance
First Lien Term Loan, 6% cash 4% PIK due 6/10/2019
97,355

97,355

97,351

875,933 Class A Units
22,347

20,769

119,702

118,120

First Star Aviation, LLC
Airlines
First Lien Term Loan, 9% cash 3% PIK due 1/9/2018
15,391

15,391

15,354

10,104,401 Common Units
10,104

11,784

25,495

27,138

First Star Speir Aviation 1 Limited (12)
Airlines
First Lien Term Loan, 9% cash due 12/15/2015
47,823

47,823

48,431

2,058,411.64 Common Units
2,058

2,542

49,881

50,973

First Star Bermuda Aviation Limited (12)
Airlines
First Lien Term Loan, 9% cash 3% PIK due 8/19/2018
24,844

24,844

25,461

4,256,042 Common Units
4,294

4,234

29,138

29,695

Eagle Hospital Physicians, LLC
Healthcare services
First Lien Term Loan A, 8% PIK due 8/1/2016
12,586

12,586

12,448

First Lien Term Loan B, 8.1% PIK due 8/1/2016
3,438

3,438

3,405

First Lien Revolver, 8% cash due 8/1/2016
2,847

2,847

2,847

4,100,000 Class A Common Units
4,100

6,463

22,971

25,163

Senior Loan Fund JV I, LLC (12)(17)
Multi-sector holdings
Subordinated Notes, LIBOR+8% cash due 5/2/2021 (14)
80,985

80,985

80,934

87.5% LLC equity interest (6)
8,998

9,024

89,983

89,958

Miche Group, LLC
Apparel, accessories
& luxury goods
First Lien Revolver, LIBOR+8% cash due 12/18/2016 (14)
1,450

1,450

1,450

100 units in FSFC Miche, Inc.
5,306

4,381

6,756

5,831

Total Control Investments (28.0% of net assets)
$
405,500

$
394,794

Affiliate Investments (4)
Caregiver Services, Inc.
Healthcare services
Second Lien Term Loan, 10% cash 2% PIK due 6/30/2019
$
9,238

$
9,238

$
9,152

1,080,399 shares of Series A Preferred Stock
1,080

3,808

10,318

12,960

AmBath/ReBath Holdings, Inc.
Home improvement retail
First Lien Term Loan A, LIBOR+7% (3% floor) cash due 4/30/2016 (14)
490

479

504

First Lien Term Loan B, 12.5% cash 2.5% PIK due 4/30/2016
26,671

26,647

26,531

4,668,788 Shares of Preferred Stock

654

27,126

27,689

Total Affiliate Investments (2.9% of net assets)
$
37,444

$
40,649

See notes to Consolidated Financial Statements.

5

Fifth Street Finance Corp.
Consolidated Schedule of Investments
(dollar amounts in thousands)
March 31, 2015
(unaudited)

Portfolio Company/Type of Investment (1)(2)(5)(15)
Industry
Principal (8)

Cost
Fair Value

Non-Control/Non-Affiliate Investments (7)
Thermoforming Technology Group LLC
Industrial machinery
33,786 shares of Common Stock (6)
$
849

$
739

849

739

HealthDrive Corporation (9)
Healthcare services
First Lien Term Loan A, 10% cash due 12/31/15
$
4,358

4,357

4,379

First Lien Term Loan B, 12% cash 1% PIK due 12/31/15
11,580

11,580

11,517

First Lien Revolver, 12% cash due 12/31/15
2,266

2,266

2,266

18,203

18,162

Cenegenics, LLC (9)
Healthcare services
First Lien Term Loan, 9.75% cash due 9/30/2019
31,434

31,419

31,167

414,419 Common Units
598

919

32,017

32,086

Riverlake Equity Partners II, LP
Multi-sector holdings
1.78% limited partnership interest (12)
642

536

642

536

Riverside Fund IV, LP
Multi-sector holdings
0.34% limited partnership interest (12)
643

604

643

604

JTC Education, Inc. (9)
Education services
Subordinated Term Loan, 13% cash due 11/1/2017
16,006

14,446

9,014

17,391 Shares of Series A-1 Preferred Stock
313


17,391 Shares of Common Stock
187


14,946

9,014

Psilos Group Partners IV, LP
Multi-sector holdings
2.35% limited partnership interest (11)(12)




Mansell Group, Inc.
Advertising
First Lien Term Loan A, LIBOR+7% (3% floor) cash due 12/31/2015 (14)
4,454

4,441

4,455

First Lien Term Loan B, LIBOR+9% (3% floor) cash 1.5% PIK due 12/31/2015 (14)
9,642

9,638

9,633

14,079

14,088

Welocalize, Inc.
Internet software & services
3,393,060 Common Units in RPWL Holdings, LLC
3,393

7,112

3,393

7,112

Bunker Hill Capital II (QP), L.P.
Multi-sector holdings
0.51% limited partnership interest (12)
380

266

380

266

Physicians Pharmacy Alliance, Inc. (9)
Healthcare services
First Lien Term Loan, LIBOR+9% cash 1.5% PIK due 1/4/2016 (14)
10,158

10,062

10,103

10,062

10,103

Cardon Healthcare Network, LLC
Diversified support services
69,487 Class A Units
265

729

265

729

Phoenix Brands Merger Sub LLC (9)
Household products
Senior Term Loan, LIBOR+5% (1.5% floor) cash due 1/31/2016 (14)
2,038

2,012

1,973

Subordinated Term Loan, 10% cash 3.875% PIK due 2/1/2017
34,263

31,431

17,914

First Lien Revolver, LIBOR+5% (1.5% floor) cash due 1/31/2016 (14)
3,214

3,186

3,214

36,629

23,101


See notes to Consolidated Financial Statements.


6

Fifth Street Finance Corp.
Consolidated Schedule of Investments
(dollar amounts in thousands)
March 31, 2015
(unaudited)

Portfolio Company/Type of Investment (1)(2)(5)(15)
Industry
Principal (8)

Cost
Fair Value

CCCG, LLC (9)
Oil & gas equipment services
First Lien Term Loan, LIBOR+8% (1.75% floor) cash 1% PIK due 12/29/2017 (14)
$
34,922

$
34,321

$
16,821

34,321

16,821

Maverick Healthcare Group, LLC
Healthcare equipment
First Lien Term Loan A, LIBOR+5.5% cash (1.75% floor) cash due 12/31/2016 (14)
16,508

16,080

16,414

First Lien Term Loan B, LIBOR+9% cash (1.75% floor) cash due 12/31/2016 (14)
38,300

38,095

38,151

CapEx Line, LIBOR+5.75% (1.75% floor) cash due 12/31/2016 (14)
1,253

1,176

1,251

55,351

55,816

Refac Optical Group
Specialty stores
First Lien Term Loan A, LIBOR+7.5% cash due 9/30/2018 (14)
20,920

20,802

20,532

First Lien Term Loan B, LIBOR+8.5% cash, 1.75% PIK due 9/30/2018 (14)
33,762

33,517

32,782

First Lien Term Loan C, 12% cash due 9/30/2018
3,416

3,416

3,384

First Lien Revolver, LIBOR+7.5% cash due 9/30/2018 (14)
1,600

1,562

1,600

1,550.9435 Shares of Common Stock in Refac Holdings, Inc.
1


550.9435 Series A-2 Preferred Stock in Refac Holdings, Inc.
305


1,000 Series A Preferred Stock in Refac Holdings, Inc.
999

480

60,602

58,778

Baird Capital Partners V, LP
Multi-sector holdings
0.4% limited partnership interest (12)
847

698

847

698

Discovery Practice Management, Inc. (9)
Healthcare services
Senior Term Loan, LIBOR+9.75% cash due 11/4/2018 (14)
24,752

24,691

25,316

Senior Revolver, LIBOR+6% cash due 11/4/2018 (14)
1,500

1,489

1,500

Capex Line, LIBOR+7% cash due 11/4/2018 (14)
1,500

1,500

1,500

27,680

28,316

Milestone Partners IV, L.P.
Multi-sector holdings
0.85% limited partnership interest (12)
1,335

1,329

1,335

1,329

National Spine and Pain Centers, LLC
Healthcare services
Mezzanine Term Loan, 11% cash 1.6% PIK due 9/27/2017
29,981

29,871

29,818

317,282.97 Class A Units
317

638

30,188

30,456

RCPDirect, L.P.
Multi-sector holdings
0.91% limited partnership interest (6)(12)
796

927

796

927

Digi-Star Acquisition Holdings, Inc.
Industrial machinery
Subordinated Term Loan, 12% cash 1.5% PIK due 11/18/2017
16,825

16,771

16,825

264.37 Class A Preferred Units
115

127

2,954.87 Class A Common Units
36

380

16,922

17,332

Riverside Fund V, L.P.
Multi-sector holdings
0.48% limited partnership interest (12)
619

619

619

619

World 50, Inc.
Research & consulting services
Senior Term Loan A, LIBOR+6.25% (1.5% floor) cash due 3/30/2017 (14)
7,584

7,527

7,580

Senior Term Loan B, 12.5% cash due 3/30/2017
7,000

6,963

6,990

Senior Revolver, LIBOR+6.25% (1.5% floor) cash due 3/30/2017 (10)(14)
(26
)

14,464

14,570

See notes to Consolidated Financial Statements.

7

Fifth Street Finance Corp.
Consolidated Schedule of Investments
(dollar amounts in thousands)
March 31, 2015
(unaudited)

Portfolio Company/Type of Investment (1)(2)(5)(15)
Industry
Principal (8)

Cost
Fair Value

ACON Equity Partners III, LP
0.13% limited partnership interest (6)(12)
Multi-sector holdings
$
677

$
597

677

597

BMC Acquisition, Inc.
Other diversified financial services
500 Series A Preferred Shares
500

628

50,000 Common Shares (6)
1

34

501

662

Ansira Partners, Inc. (9)
Advertising
First Lien Revolver, LIBOR+5.5% (1.5% floor) cash due 5/4/2017 (10)(14)
(4
)

250 Preferred Units & 250 Class A Common Units of Ansira Holdings, LLC
250

331

246

331

Edmentum, Inc.
Education services
Second Lien Term Loan, LIBOR+9.75% (1.5% floor) cash due 5/17/2019 (14)
$
17,000

17,000

7,219

17,000

7,219

I Drive Safely, LLC
Education services
75,000 Class A Common Units of IDS Investments, LLC
1,000

1,015

1,000

1,015

Yeti Acquisition, LLC (9)
Leisure products
First Lien Term Loan A, LIBOR+8% (1.25% floor) cash due 6/15/2017 (14)
10,378

10,371

10,355

First Lien Term Loan B, LIBOR+11.25% (1.25% floor) cash 1% PIK, due 6/15/2017 (14)
8,290

8,287

8,294

First Lien Revolver, LIBOR+8% (1.25% floor) cash due 6/15/2017 (14)
10,000

9,997

10,000

1,500 Common Stock Units of Yeti Holdings, Inc.
1,500

5,724

30,155

34,373

Specialized Education Services, Inc.
Education services
First Lien Term Loan A, LIBOR+7% (1.5% floor) cash due 6/28/2017 (14)
8,092

8,092

7,950

Subordinated Term Loan B, 11% cash 1.5% PIK due 6/28/2018
18,249

18,249

17,970

26,341

25,920

Vitalyst Holdings, Inc.
IT consulting & other services
Subordinated Term Loan, 12% cash 1.5% PIK due 9/5/2018
19,237

19,237

19,078

675 Series A Preferred Units of PCH Support Holdings, Inc.
675

716

7,500 Class A Common Stock Units of PCH Support Holdings, Inc.
75


19,987

19,794

Beecken Petty O'Keefe Fund IV, L.P.
Multi-sector holdings
0.5% limited partnership interest (12)
578

526

578

526

Deltek, Inc. (9)
IT consulting & other services
First Lien Revolver, LIBOR+4.75% (1.25% floor) cash due 10/10/2017 (14)




First American Payment Systems, LP
Diversified support services
Second Lien Term Loan, LIBOR+9.5% (1.25% floor) cash due 4/12/2019 (14)
23,304

23,304

23,158

First Lien Revolver, LIBOR+4.5% (1.25% floor) cash due 10/12/2017 (14)
658

658

652

23,962

23,810

Dexter Axle Company
Auto parts & equipment
1,500 Common Shares in Dexter Axle Holding Company
1,500

2,842

1,500

2,842

Comprehensive Pharmacy Services LLC
Pharmaceuticals
Mezzanine Term Loan, 11.25% cash 1.5% PIK due 11/30/2019
14,470

14,470

14,531

20,000 Common Shares in MCP CPS Group Holdings, Inc.
2,000

2,798

16,470

17,329

See notes to Consolidated Financial Statements.


8

Fifth Street Finance Corp.
Consolidated Schedule of Investments
(dollar amounts in thousands)
March 31, 2015
(unaudited)

Portfolio Company/Type of Investment (1)(2)(5)(15)
Industry
Principal (8)

Cost
Fair Value

Garretson Firm Resolution Group, Inc.
Diversified support services
Mezzanine Term Loan, 11% cash 1.5% PIK due 6/20/2019
$
5,133

$
5,133

$
5,074

First Lien Revolver, LIBOR+5% (1.25% floor) cash due 12/20/2017 (14)
44

44

43

4,950,000 Preferred Units in GRG Holdings, LP
495

534

50,000 Common Units in GRG Holdings, LP
5


5,677

5,651

Teaching Strategies, LLC
Education services
Senior Term Loan, LIBOR+5.5% (0.5% floor) cash due 10/1/2019 (14)
8,033

8,028

8,029

Senior Revolver, LIBOR+5.5% (0.5% floor) cash due 10/1/2019 (14)
1,199

1,200

9,227

9,229

Omniplex World Services Corporation
Security & alarm services
Subordinated Term Loan, 12.25% cash 1.25% PIK due 12/21/2018
12,866

12,866

12,645

500 units Class A Common Units in Omniplex Holdings Corp.
500

632

13,366

13,277

Dominion Diagnostics, LLC (9)
Healthcare services
Subordinated Term Loan, 11% cash 2% PIK due 12/21/2018
16,071

16,071

15,994

16,071

15,994

Affordable Care, Inc.
Healthcare services
Second Lien Term Loan, LIBOR+9.25% (1.25% floor) cash due 12/26/2019 (14)
23,250

23,250

23,018

23,250

23,018

AdVenture Interactive, Corp. (9)
Advertising
First Lien Term Loan, LIBOR+6.75% (1.25% floor) cash due 3/22/2018 (14)
96,955

96,911

96,757

First Lien Revolver, LIBOR+6.75% (1.25% floor) cash due 3/22/2018 (10)(14)
(2
)

2,000 Preferred Units of AVI Holdings, L.P.
1,811

1,373

98,720

98,130

CoAdvantage Corporation
Human resources & employment services
Mezzanine Term Loan, 11.5% cash 1.25% PIK due 12/31/2018
14,986

14,986

15,199

50,000 Class A Units in CIP CoAdvantage Investments LLC
557

1,075

15,543

16,274

EducationDynamics, LLC
Education services
Mezzanine Term Loan, 12% cash 6% PIK due 1/16/2017
13,373

13,373

13,152

13,373

13,152

Sterling Capital Partners IV, L.P.
Multi-sector holdings
0.2% limited partnership interest (6)(12)
1,082

1,082

1,082

1,082

RP Crown Parent, LLC
Application software
First Lien Revolver, LIBOR+5.5% (1.25% floor) cash due 12/21/2017 (10)(14)
(397
)

(397
)

Advanced Pain Management
Healthcare services
First Lien Term Loan, LIBOR+8.5% (1.25% floor) cash due 2/26/2018 (14)
24,000

24,000

23,889

24,000

23,889

Rocket Software, Inc.
Internet & software services
Second Lien Term Loan, LIBOR+8.75% (1.5% floor) cash due 2/8/2019 (14)
10,475

10,446

10,504

10,446

10,504




See notes to Consolidated Financial Statements.


9

Fifth Street Finance Corp.
Consolidated Schedule of Investments
(dollar amounts in thousands)
March 31, 2015
(unaudited)

Portfolio Company/Type of Investment (1)(2)(5)(15)
Industry
Principal (8)

Cost
Fair Value

TravelClick, Inc.
Internet software & services
Second Lien Term Loan, LIBOR+7.75% (1% floor) cash due 11/8/2021 (14)
$
10,000

$
10,000

$
9,825

10,000

9,825

Pingora MSR Opportunity Fund I-A, LP
Thrift & mortgage finance
1.9% limited partnership interest (12)
9,714

9,624

9,714

9,624

Credit Infonet, Inc. (9)
Data processing & outsourced services
Subordinated Term Loan, 12.25% cash 1.25% PIK due 10/26/2018
13,379

13,379

13,204

13,379

13,204

2Checkout.com, Inc.
Diversified support services
First Lien Revolver, LIBOR+5% cash due 6/26/2016 (14)
2,150

2,148

2,152

2,148

2,152

Meritas Schools Holdings, LLC
Education services
Second Lien Term Loan, LIBOR+9% (1% floor) cash due 1/23/2021 (14)
19,500

19,500

19,646

19,500

19,646

Chicago Growth Partners III, LP
Multi-sector holdings
0.5% limited partnership interest (11)(12)




Royal Adhesives and Sealants, LLC
Specialty chemicals
Second Lien Term Loan, LIBOR+8.5% (1.25% floor) cash due 1/31/2019 (11) (14)
10,500

10,500

10,601

10,500

10,601

Bracket Holding Corp.
Healthcare services
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 2/15/2020 (14)
32,000

32,000

31,710

50,000 Common Units in AB Group Holdings, LP
500

460

32,500

32,170

Salus CLO 2012-1, Ltd.
Asset management & custody banks
Class F Deferrable Notes - A, LIBOR+11.5% cash due 3/5/2021 (12)(14)
7,500

7,500

7,348

Class F Deferrable Notes - B, LIBOR+10.85% cash due 3/5/2021 (12)(14)
22,000

22,000

21,553

29,500

28,901

HealthEdge Software, Inc.
Application software
482,453 Series A-3 Preferred Stock Warrants (exercise price $1.450918)
213

720

213

720

InMotion Entertainment Group, LLC
Consumer electronics
First Lien Term Loan, LIBOR+7.75% (1.25% floor) cash due 10/1/2018 (14)
13,813

13,795

14,051

First Lien Revolver, LIBOR+6.75% (1.25% floor) cash due 10/1/2018 (14)
2,904

2,901

2,904

CapEx Line, LIBOR+7.75% (1.25% floor) cash due 10/1/2018 (14)
3,710

3,706

3,710

1,000,000 Class A Units in InMotion Entertainment Holdings, LLC (6)
1,000

906

21,402

21,571

BMC Software Finance, Inc.
Application software
First Lien Revolver, LIBOR+4% (1% floor) cash due 9/10/2018




Thing5, LLC
Data processing & outsourced services
First Lien Term Loan, LIBOR+7% (1% floor) cash due 10/11/2018 (13)(14)
57,050

57,028

57,101

First Lien Revolver, LIBOR+7% (1% floor) cash due 10/11/2018 (10)(14)
(3
)

2,000,000 in T5 Investment Vehicle, LLC
2,000

1,628

59,025

58,729

Epic Health Services, Inc.
Second Lien Term Loan, LIBOR+8% (1.25% floor) cash due 10/18/2019 (14)
Healthcare services
20,000

19,979

19,816

19,979

19,816

See notes to Consolidated Financial Statements.

10

Fifth Street Finance Corp.
Consolidated Schedule of Investments
(dollar amounts in thousands)
March 31, 2015
(unaudited)

Portfolio Company/Type of Investment (1)(2)(5)(15)
Industry
Principal (8)

Cost
Fair Value

Kason Corporation
Industrial machinery
Mezzanine Term Loan, 11.5% cash 1.75% PIK due 10/28/2019
$
5,746

$
5,746

$
5,661

450 Class A Preferred Units in Kason Investment, LLC
450

503

5,000 Class A Common Units in Kason Investment, LLC
50

105

6,246

6,269

First Choice ER, LLC
Healthcare services
First Lien Term Loan, LIBOR+7.5% (1% floor) cash due 10/31/2018 (14)
55,000

54,985

55,269

First Lien Revolver, LIBOR+7.5% (1% floor) cash due 10/31/2018 (14)
5,500

5,498

5,500

First Lien Delayed Draw, LIBOR+7.5% (1% floor) cash due 4/30/2015 (14)
49,000

48,967

48,471

109,450

109,240

SPC Partners V, L.P.
Multi-sector holdings
0.571% limited partnership interest (6)(12)
572

467

572

467

Systems Maintenance Services Holdings, Inc.
IT consulting & other services
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 10/18/2020 (14)
24,000

24,000

23,940

24,000

23,940

P2 Upstream Acquisition Co.
Application software
First Lien Revolver, LIBOR+4% (1% floor) cash due 10/31/2018




Vandelay Industries Merger Sub, Inc.
Industrial machinery
Second Lien Term Loan, 10.75% cash 1% PIK due 11/12/2019
39,265

39,265

39,092

2,500,000 Class A Common Units in Vandelay Industries, L.P. (6)
958

3,192

40,223

42,284

Vitera Healthcare Solutions, LLC
Healthcare technology
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 11/4/2021 (14)
8,000

8,000

7,860

8,000

7,860

The Active Network, Inc.
Internet software & services
Second Lien Term Loan, LIBOR+8.5% (1% floor) cash due 11/15/2021 (14)
16,543

16,417

15,964

16,417

15,964

OmniSYS Acquisition Corporation
Diversified support services
First Lien Term Loan, LIBOR+7.5% (1% floor) cash due 11/21/2018 (14)
10,534

10,508

10,533

First Lien Revolver, LIBOR+7.5% (1% floor) cash due 11/21/2018 (10)(14)
(3
)

100,000 Common Units in OSYS Holdings, LLC
1,000

1,136

11,505

11,669

All Web Leads, Inc.
Advertising
First Lien Term Loan, LIBOR+8% (1% floor) cash due 11/26/2018 (14)
24,731

24,705

24,622

First Lien Revolver, LIBOR+8% (1% floor) cash due 11/26/2018 (10)(14)
(3
)

24,702

24,622

Moelis Capital Partners Opportunity Fund I-B, LP
Multi-sector holdings
1.0% limited partnership interest (12)
1,008

1,049

1,008

1,049

Aden & Anais Merger Sub, Inc.
Apparel, accessories & luxury goods
Mezzanine Term Loan, 10% cash 2% PIK due 6/23/2019
12,313

12,313

12,367

30,000 Common Units in Aden & Anais Holdings, Inc.
3,000

3,290

15,313

15,657

Lift Brands Holdings Inc.
Leisure facilities
First Lien Term Loan, LIBOR+7.5% (1% floor) cash due 12/23/2019 (14)
43,165

43,111

43,449

First Lien Revolver, LIBOR+7.5% (1% floor) cash due 12/23/2019 (14)
2,000

1,987

2,000

2,000,000 Class A Common Units in Snap Investments, LLC
2,000

2,856

47,098

48,305

Tailwind Capital Partners II, L.P.
Multi-sector holdings
0.3% limited partnership interest (6)(12)
296

284

296

284

See notes to Consolidated Financial Statements.

11

Fifth Street Finance Corp.
Consolidated Schedule of Investments
(dollar amounts in thousands)
March 31, 2015
(unaudited)

Portfolio Company/Type of Investment (1)(2)(5)(15)
Industry
Principal (8)

Cost
Fair Value

Long's Drugs Incorporated
Pharmaceuticals
Mezzanine Term Loan, 11% cash 1% PIK due 1/31/2020
$
9,567

$
9,567

$
9,688

50 Series A Preferred Shares in Long's Drugs Incorporated
500

636

10,067

10,324

Five9, Inc.
Internet software & services
Second Lien Term Loan, LIBOR+9% (1% floor) cash due 2/20/2019 (14)
20,000

19,754

19,766

118,577 Common Stock Warrants (exercise price $10.12)
321

29

20,075

19,795

Crealta Pharmaceuticals LLC
Pharmaceuticals
Second Lien Term Loan, 12.75% cash due 8/21/2020
20,000

20,000

20,171

20,000

20,171

Conviva Inc.
Application software
First Lien Term Loan, LIBOR+8.75% (1% floor) cash due 2/28/2018 (14)
5,000

4,926

4,930

417,851 Series D Preferred Stock Warrants (exercise price $1.1966)
105

208

5,031

5,138

OnCourse Learning Corporation
Education services
First Lien Term Loan, LIBOR+7.5% (1% floor) cash due 2/28/2019 (14)
35,000

34,923

34,863

First Lien Revolver, LIBOR+7.5% (1% floor) cash due 2/28/2019 (10)(14)
(6
)

200,000 Class A Units in CIP OCL Investments, LLC
2,544

2,990

37,461

37,853

ShareThis, Inc.
Internet software & services
Second Lien Term Loan, LIBOR+10.5% (1% floor) cash due 3/5/2018 (14)
15,000

14,732

14,781

345,452 Series C Preferred Stock Warrants (exercise price $3.0395)
367

177

15,099

14,958

Aptean, Inc.
Internet software & services
Second Lien Term Loan, LIBOR+7.5% (1% floor) cash due 2/26/2021 (14)
3,000

3,000

2,908

3,000

2,908

Integrated Petroleum Technologies, Inc.
Oil & gas equipment services
First Lien Term Loan, LIBOR+7.5% (1% floor) cash due 3/31/2019 (14)
22,464

22,425

21,853

First Lien Revolver, LIBOR+7.5% (1% floor) cash due 3/31/2019 (10)(14)
(6
)

22,419

21,853

Total Military Management, Inc. (9)
Air freight and logistics
Delayed Draw Term Loan, LIBOR+5.75% (1.25% floor) cash due 3/31/2019 (14)
2,539

2,539

2,540

2,539

2,540

ExamSoft Worldwide, Inc.
Internet software & services
First Lien Term Loan, LIBOR+8% (1% floor) cash due 5/1/2019 (14)
15,000

14,852

14,899

First Lien Revolver, LIBOR+8% (1% floor) cash due 5/1/2019 (14)


180,707 Class C Units in ExamSoft Investor LLC
181

153

15,033

15,052

Language Line, LLC
Integrated telecommunication services
Second Lien Term Loan, LIBOR+8.75% (1.75% floor) cash due 12/20/2016 (14)
6,600

6,594

6,573

6,594

6,573

DigiCert, Inc.
Internet software & services
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 6/2/2020 (14)
33,250

33,250

33,042

33,250

33,042

Puerto Rico Cable Acquisition Company Inc.
Cable & satellite
Second Lien Term Loan, LIBOR+8.5% (1% floor) cash due 5/30/2019 (12)(14)
27,000

27,000

27,270

27,000

27,270

See notes to Consolidated Financial Statements.

12

Fifth Street Finance Corp.
Consolidated Schedule of Investments
(dollar amounts in thousands)
March 31, 2015
(unaudited)

Portfolio Company/Type of Investment (1)(2)(5)(15)
Industry
Principal (8)
Cost
Fair Value
RCPDirect II, LP
Multi-sector holdings
0.5% limited partnership interest (12)
$
100

$
100

100

100

PR Wireless, Inc. (12)
Integrated telecommunication services
First Lien Term Loan, LIBOR+9% (1% floor) cash due 6/27/2020 (14)
$
12,910

12,674

12,135

118.4211 Common Stock Warrants (exercise price $0.01)

558

12,674

12,693

Integral Development Corporation
Other diversified financial services
First Lien Term Loan, LIBOR+9.5% (1% floor) cash due 7/10/2019 (14)
15,000

14,898

15,113

808,713 Common Stock Warrants (exercise price $0.9274)
113


15,011

15,113

Loftware, Inc.
Internet software & services
Mezzanine Term Loan, 11% cash 1% PIK due 7/18/2020
6,043

6,043

6,115

300,000 Class A Common Units in RPLF Holdings, LLC
300

266

6,343

6,381

Tectum Holdings, Inc.
Auto parts & equipment
Second Lien Term Loan, LIBOR+8.75% (1% floor) cash due 1/28/2021 (14)
15,000

15,000

15,205

15,000

15,205

TV Borrower US, LLC (12)
Integrated telecommunication services
Second Lien Term Loan, LIBOR+8.5% (1% floor) cash due 7/8/2021 (14)
30,000

30,000

29,100

30,000

29,100

Webster Capital III, L.P.
Multi-sector holdings
0.754% limited partnership interest (12)
362

362

362

362

L Squared Capital Partners LLC
Multi-sector holdings
2% limited partnership interest (12)
1

1

1

1

ERS Acquisition Corp.
Diversified support services
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 9/10/2018 (14)
40,000

40,000

38,958

40,000

38,958

BeyondTrust Software, Inc.
Application software
First Lien Term Loan LIBOR+7% (1% floor) cash due 9/25/2019 (14)
56,205

56,175

55,669

First Lien Revolver, LIBOR+7% (1% floor) cash due 9/25/2019 (10)(14)
(3
)

4,500,000 Class A membership interests in BeyondTrust Holdings LLC
4,500

4,683

60,672

60,352

Answers Corporation
Internet software & services
First Lien Term Loan, LIBOR+5.25% (1% floor) cash due 10/1/2021 (14)
5,000

4,977

4,796

Second Lien Term Loan, LIBOR+9% (1% floor) cash due 10/3/2022 (14)
37,000

36,133

34,873

41,110

39,669

Idera, Inc.
Internet software & services
First Lien Term Loan, LIBOR+5.5% (0.5% floor) cash due 11/5/2020 (14)
7,500

7,487

7,435

First Lien Revolver, LIBOR+5.5% (0.5% floor) cash due 11/5/2019 (10)(14)
(1
)

7,486

7,435

GOBP Holdings Inc.
Food retail
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 10/21/2022 (14)
11,000

11,000

10,890

11,000

10,890

Kellermeyer Bergensons Services, LLC
Diversified support services
Second Lien Term Loan, LIBOR+8.50% (1% floor) cash due 4/29/2022 (14)
8,925

8,925

8,925

8,925

8,925


See notes to Consolidated Financial Statements.

13

Fifth Street Finance Corp.
Consolidated Schedule of Investments
(dollar amounts in thousands)
March 31, 2015
(unaudited)

Portfolio Company/Type of Investment (1)(2)(5)(15)
Industry
Principal (8)
Cost
Fair Value
Dodge Data & Analytics LLC
Data processing & outsourced services
First Lien Term Loan, LIBOR+8.75% (1% floor) cash due 10/31/2019 (14)
$
19,950

$
19,950

$
19,942

500,000 Class A Common Units in Skyline Data, News and Analytics LLC
500

604

20,450

20,546

NAVEX Global, Inc.
Internet software & services
First Lien Term Loan, LIBOR+4.75% (1% floor) cash due 11/19/2021 (14)
1,968

1,968

1,963

Second Lien Term Loan, LIBOR+8.75% (1% floor) cash due 11/18/2022 (14)
34,000

34,000

33,660

35,968

35,623

Penn Foster, Inc.
Education services
First Lien Term Loan, LIBOR+8.5% (1% floor) cash due 11/24/2019 (14)
29,850

29,833

29,841

First Lien Revolver, LIBOR+8.5% (1% floor) cash due 11/24/2019 (10)(14)
(3
)

29,830

29,841

Tecomet Inc.
Healthcare equipment
Second Lien Term Loan, LIBOR+8.5% (1% floor) cash due 12/5/2022 (14)
17,000

16,033

16,065

16,033

16,065

Metamorph US 3, LLC
Internet software & services
First Lien Term Loan, LIBOR+5.5% (1% floor) cash due 12/1/2020 (14)
12,422

12,404

12,242

First Lien Revolver, LIBOR+5.5% (1% floor) cash due 12/1/2020 (10)(14)
(3
)

12,401

12,242

Schulman Associates Institutional Board Review, Inc.
Research & consulting services
Second Lien Term Loan, LIBOR+8% (1% floor) cash due 6/3/2021 (14)
17,000

17,000

17,010

17,000

17,010

Janrain, Inc.
Internet software & services
Second Lien Term Loan, LIBOR+9% (1% floor) cash due 6/5/2018 (14)
5,000

4,959

5,061

218,008 Series C Preferred Stock Warrants (exercise price $1.3761)
45

141

5,004

5,202

TigerText, Inc.
Internet software & services
Second Lien Term Loan, LIBOR+9.75% (1% floor) cash due 12/8/2017 (14)
5,000

4,946

4,895

299,110 Series B Preferred Stock Warrants (exercise price $1.3373)
60

368

5,006

5,263

Compuware Holdings, LLC
Internet software & services
First Lien Term Loan B1, LIBOR+5.25% (1% floor) cash due 12/11/2019 (14)
3,500

3,500

3,426

First Lien Term Loan B2, LIBOR+5.25% (1% floor) cash due 12/10/2021 (14)
10,000

9,810

9,721

13,310

13,147

Survey Sampling International, LLC
Research & consulting services
First Lien Term Loan, LIBOR+5% (1% floor) cash due 12/31/2020 (14)
1,500

1,500

1,494

Second Lien Term Loan, LIBOR+9% (1% floor) cash due 12/16/2021 (14)
18,700

18,700

18,373

20,200

19,867

AF Borrower, LLC
IT consulting & other services
First Lien Term Loan, LIBOR+5.25% (1% floor) cash due 12/15/2021 (14)
8,800

8,800

8,829

8,800

8,829

Abaco Energy Technologies LLC
Oil & gas equipment services
First Lien Term Loan B, LIBOR+7% (1% floor) cash due 11/21/2020 (14)
8,944

8,604

8,016

8,604

8,016

See notes to Consolidated Financial Statements.

14

Fifth Street Finance Corp.
Consolidated Schedule of Investments
(dollar amounts in thousands)
March 31, 2015
(unaudited)

Portfolio Company/Type of Investment (1)(2)(5)(15)
Industry
Principal (8)
Cost
Fair Value
Ameritox Ltd.
Healthcare services
First Lien Term Loan, LIBOR+7.5% (1% floor) cash due 6/23/2019 (14)
$
95,102

$
95,058

$
93,288

First Lien Revolver, LIBOR+7.5% (1% floor) cash due 6/23/2019 (14)
4,267

4,262

4,267

99,320

97,555

PSC Industrial Holdings Corp.
Diversified support services
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 12/3/2021 (14)
11,000

11,000

10,973

11,000

10,973

TIBCO Software, Inc.
Internet software & services
First Lien Revolver, LIBOR+4% cash due 11/25/2020 (14)




EOS Fitness Opco Holdings, LLC
Leisure facilities
First Lien Term Loan, LIBOR+8.75% (0.75% floor) cash due 12/30/2019 (14)
3,990

3,990

3,949

First Lien Revolver, LIBOR+8.75% (0.75% floor) cash due 12/30/2019 (14)


487.5 Class A Preferred Units
488

502

12,500 Class B Common Units
13

26

4,491

4,477

TrialCard Incorporated
Healthcare services
First Lien Term Loan, LIBOR+5.25% (1% floor) cash due 12/31/2019 (14)
21,068

21,040

20,931

First Lien Revolver, LIBOR+5.25% (1% floor) cash due 12/31/2019 (10)(14)
(6
)

21,034

20,931

Motion Recruitment Partners LLC
Human resources & employment services
First Lien Term Loan, LIBOR+6% (1% floor) cash due 2/13/2020 (14)
15,000

14,988

15,000

First Lien Revolver, LIBOR+6% (1% floor) cash due 2/13/2020 (10)(14)
(2
)

14,986

15,000

WeddingWire, Inc.
Internet software & services
First Lien Term Loan, LIBOR+8.5% (1% floor) cash due 2/20/2020 (14)
27,500

27,500

27,500

First Lien Revolver, LIBOR+8.5% (1% floor) cash due 2/20/2020 (14)


27,500

27,500

xMatters, Inc.
Internet software & services
Second Lien Term Loan, LIBOR+10% (1% floor) cash due 2/26/2019 (14)
15,000

15,000

15,000

200,000 common shares (exercise price $1.78)


15,000

15,000

Edge Fitness, LLC
Leisure facilities
First Lien Term Loan, LIBOR+7.75% (1% floor) cash due 12/31/2019 (14)
10,600

10,600

10,600

Delayed Draw Term Loan, LIBOR+7.75% (1% floor) cash due 12/31/2019 (14)


10,600

10,600

Digital River, Inc.
Internet software & services
First Lien Term Loan, LIBOR+6.5% (1% floor) cash due 2/12/2021 (14)
5,000

5,000

4,963

5,000

4,963

Total Non-Control/Non-Affiliate Investments (149.4% of net assets)
$
2,144,487

$
2,102,700

Total Portfolio Investments (180.3% of net assets)
$
2,587,431

$
2,538,143

See notes to Consolidated Financial Statements.


15

Fifth Street Finance Corp.
Consolidated Schedule of Investments
(dollar amounts in thousands)
March 31, 2015
(unaudited)

(1)
All debt investments are income producing unless otherwise noted. Equity is non-income producing unless otherwise noted.
(2)
See Note 3 to the Consolidated Financial Statements for portfolio composition by geographic region.
(3)
Control Investments are defined by the Investment Company Act of 1940 ("1940 Act") as investments in companies in which the Company owns more than 25% of the voting securities or maintains greater than 50% of the board representation.
(4)
Affiliate Investments are defined by the 1940 Act as investments in companies in which the Company owns between 5% and 25% of the voting securities.
(5)
Equity ownership may be held in shares or units of companies related to the portfolio companies.
(6)
Income producing through payment of dividends or distributions.
(7)
Non-Control/Non-Affiliate Investments are defined by the 1940 Act as investments that are neither Control Investments nor Affiliate Investments.
(8)
Principal includes accumulated PIK interest and is net of repayments.
(9) Interest rates have been adjusted on certain term loans and revolvers. These rate adjustments are temporary in nature due to tier pricing arrangements or financial or payment covenant violations in the original credit agreements, or permanent in nature per loan amendment or waiver documents. The table below summarizes these rate adjustments by portfolio company:
Portfolio Company
Effective date
Cash interest
PIK interest
Reason
Credit Infonet, Inc.
March 11, 2015
- 1.0% on Subordinated Term Loan
+ 0.5% on Subordinated Term Loan
Per loan amendment
Total Military Management, Inc.
March 1, 2015
- 0.50% on Delayed Draw Term Loan
Tier pricing per loan agreement
JTC Education, Inc.
February 2, 2015
+ 0.25% on Term Loan
Per loan amendment
AdVenture Interactive, Corp.
January 1, 2015
+ 0.75% on Term Loan & Revolver
Per loan amendment
TransTrade Operators, Inc.
January 1, 2015
- 6.0% on Term Loan
- 3.0% on Term Loan
Per loan amendment
HealthDrive Corporation
January 1, 2015
+ 2.0% on Term Loan A
+ 1.0% on Term Loan B
Per loan amendment
Cenegenics, LLC
August 14, 2014
+ 2.0% on Term Loan
Per loan amendment
HFG Holdings, LLC
June 12, 2014
+ 2.0% on Term Loan
- 2.0% on Term Loan
Tier pricing per loan agreement
Dominion Diagnostics, LLC
April 8, 2014
- 1.0% on Term Loan
Per loan amendment
Phoenix Brands Merger Sub LLC
April 1, 2014
+ 0.75% on Senior Term Loan & Revolver
- 10% on Subordinated Term Loan


+ 12.75% on Subordinated Term Loan
Per loan amendment
Discovery Practice Management, Inc.
November 4, 2013
+ 2.25% on Term Loan A
- 1.0% on Revolver
Per loan amendment
Ansira Partners, Inc.
June 30, 2013
- 0.5% on Revolver
Tier pricing per loan agreement
Physicians Pharmacy Alliance, Inc.
April 1, 2013
+ 1.0% on Term Loan
+ 1.0% on Term Loan
Per loan amendment
Deltek, Inc.
February 1, 2013
- 1.0% on Revolver
Per loan amendment
CCCG, LLC
November 15, 2012
+ 0.5% on Term Loan
+ 1.0% on Term Loan
Per loan amendment
Yeti Acquisition, LLC
October 1, 2012
- 1.0% on Term Loan A, Term Loan B & Revolver
Tier pricing per loan agreement
(10)
Investment has undrawn commitments and a negative cost basis as a result of unamortized fees. Unamortized fees are classified as unearned income which reduces cost basis.
(11)
Represents an unfunded commitment to fund limited partnership interest. See Note 3 to the Consolidated Financial Statements.
(12)
Investment is not a "qualifying asset" as defined under Section 55(a) of the 1940 Act, in whole or in part.
(13)
The sale of a portion of this loan does not qualify for sale accounting under ASC Topic 860 - Transfers and Servicing , and therefore, the entire debt investment remains in the Consolidated Schedule of Investments. (See Note 15 in the accompanying notes to the Consolidated Financial Statements.)
(14)
The principal balance outstanding for all floating rate loans is indexed to LIBOR and an alternate base rate (e.g., prime rate), which typically resets semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan. For each of these loans, the Company has provided the applicable margin over LIBOR based on each respective credit agreement.
(15)
Each of the Company's investments are pledged as collateral under one or more of its credit facilities. A single investment may be divided into parts that are individually pledged as collateral to separate credit facilities.

16

Fifth Street Finance Corp.
Consolidated Schedule of Investments
(dollar amounts in thousands)
March 31, 2015
(unaudited)

(16)
The Company, through its investments in HFG Holdings, LLC, acquired a majority equity interest in Healthcare Finance Group, LLC, which provides financing to healthcare companies. The fair value of the Company's debt and equity investments in HFG Holdings approximates the fair value of HFG Holdings' equity investment in Healthcare Finance Group, LLC.
(17)
As defined in the 1940 Act, the Company is deemed to be both an "Affiliated Person" of and to "Control" this portfolio company as the Company owns more than 25% of the portfolio company's outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement). See Schedule 12-14 in the accompanying notes to the consolidated financial statements for transactions during the three months ended March 31, 2015 in which the issuer was both an Affiliated Person and a portfolio company that the Company is deemed to control.

See notes to Consolidated Financial Statements.

17

Fifth Street Finance Corp.
Consolidated Schedule of Investments
(dollar amounts in thousands)
September 30, 2014


Portfolio Company/Type of Investment (1)(2)(5)(15)
Industry
Principal (8)

Cost
Fair Value
Control Investments (3)
Traffic Solutions Holdings, Inc.
Construction and engineering
Second Lien Term Loan, 12% cash 3% PIK due 12/31/2016
$
14,942

$
14,925

$
14,905

LC Facility, 8.5% cash due 12/31/2016 (10)
(6
)

746,114 Series A Preferred Units
14,460

17,564

746,114 Common Stock Units
5,316

6,113

34,695

38,582

TransTrade Operators, Inc. (9)
Air freight and logistics
First Lien Term Loan, 11% cash 3% PIK due 5/31/2016
15,572

15,572

11,109

First Lien Revolver, 8% cash due 5/31/2016


596.67 Series A Common Units


1,403,922 Series A Preferred Units in TransTrade Holdings LLC
2,000


5,200,000 Series B Preferred Units in TransTrade Holding LLC
5,200


22,772

11,109

HFG Holdings, LLC (16)
Specialized finance
First Lien Term Loan, 6% cash 4% PIK due 6/10/2019
96,378

96,378

96,935

875,933 Class A Units
22,347

31,786

118,725

128,721

First Star Aviation, LLC
Airlines
First Lien Term Loan, 9% cash 3% PIK due 1/9/2018
16,840

16,840

16,556

10,104,401 Common Units (6)
10,105

10,328

26,945

26,884

First Star Speir Aviation 1 Limited (12)
Airlines
First Lien Term Loan, 9% cash due 12/15/2015
60,773

60,773

61,155

2,058,411.64 Common Units (6)
2,058

3,572

62,831

64,727

First Star Bermuda Aviation Limited (12)
Airlines
First Lien Term Loan, 9% cash 3% PIK due 8/19/2018
35,045

35,045

35,606

4,293,736 Common Units
4,294

5,839

39,339

41,445

Eagle Hospital Physicians, LLC
Healthcare services
First Lien Term Loan A, 8% PIK due 8/1/2016
12,088

12,088

11,924

First Lien Term Loan B, 8.1% PIK due 8/1/2016
3,301

3,301

3,262

First Lien Revolver, 8% cash due 8/1/2016
2,847

2,847

2,847

4,100,000 Class A Common Units
4,100

5,738

22,336

23,771

Senior Loan Fund JV I, LLC (12)(17)
Multi-sector holdings
Subordinated Notes, LIBOR+8% cash due 5/2/2021 (14)
53,984

53,984

53,984

87.5% LLC equity interest
5,998

5,649

59,982

59,633

Total Control Investments (26.7% of net assets)
$
387,625

$
394,872

Affiliate Investments (4)
Caregiver Services, Inc.
Healthcare services
Second Lien Term Loan, 10% cash 2% PIK due 6/30/2019
$
9,145

$
9,145

$
9,062

1,080,399 shares of Series A Preferred Stock
1,080

3,805

10,225

12,867

AmBath/ReBath Holdings, Inc.
Home improvement retail
First Lien Term Loan A, LIBOR+7% (3% floor) cash due 4/30/2016 (14)
1,206

1,203

1,222

First Lien Term Loan B, 12.5% cash 2.5% PIK due 4/30/2016
26,337

26,329

26,032

4,668,788 Shares of Preferred Stock

643

27,532

27,897

Total Affiliate Investments (2.8% of net assets)
$
37,757

$
40,764

Non-Control/Non-Affiliate Investments (7)
Fitness Edge, LLC
Leisure facilities
1,000 Common Units (6)
$
43

$
190

43

190

See notes to Consolidated Financial Statements.

18

Fifth Street Finance Corp.
Consolidated Schedule of Investments
(dollar amounts in thousands)
September 30, 2014


Portfolio Company/Type of Investment (1)(2)(5)(15)
Industry
Principal (8)

Cost
Fair Value

Thermoforming Technology Group LLC
Industrial machinery
33,786 shares of Common Stock
$
849

$
819

849

819

HealthDrive Corporation (9)
Healthcare services
First Lien Term Loan A, 10% cash due 12/31/15
$
4,325

4,323

4,287

First Lien Term Loan B, 12% cash 1% PIK due 12/31/15
11,376

11,376

11,373

First Lien Revolver, 12% cash due 12/31/15
2,266

2,266

2,266

17,965

17,926

Cenegenics, LLC (9)
Healthcare services
First Lien Term Loan, 9.75% cash due 9/30/2019
32,014

31,982

32,015

414,419 Common Units (6)
598

1,019

32,580

33,034

Riverlake Equity Partners II, LP
Multi-sector holdings
1.78% limited partnership interest (12)
642

492

642

492

Riverside Fund IV, LP
Multi-sector holdings
0.34% limited partnership interest (6)(12)
643

629

643

629

JTC Education, Inc. (9)
Education services
Subordinated Term Loan, 13% cash due 11/1/2017
14,500

14,436

14,449

17,391 Shares of Series A-1 Preferred Stock
313

89

17,391 Shares of Common Stock
187


14,936

14,538

Psilos Group Partners IV, LP
Multi-sector holdings
2.35% limited partnership interest (11)(12)




Mansell Group, Inc.
Advertising
First Lien Term Loan A, LIBOR+7% (3% floor) cash due 12/31/2015
5,046

5,023

5,028

First Lien Term Loan B, LIBOR+9% (3% floor) cash 1.5% PIK due 12/31/2015
9,568

9,546

9,537

14,569

14,565

Enhanced Recovery Company, LLC
Diversified support services
First Lien Term Loan A, LIBOR+7% (2% floor) cash due 8/13/2015 (14)
10,750

10,688

10,705

First Lien Term Loan B, LIBOR+10% (2% floor) cash 1% PIK due 8/13/2015 (14)
16,013

15,957

15,983

First Lien Revolver, LIBOR+7% (2% floor) cash due 8/13/2015 (14)
500

479

500

27,124

27,188

Welocalize, Inc.
Internet software & services
3,393,060 Common Units in RPWL Holdings, LLC
3,393

5,835

3,393

5,835

Miche Bag, LLC (9)
Apparel, accessories
& luxury goods
First Lien Term Loan B, LIBOR+10% (3% floor) cash 3% PIK due 12/7/2015 (14)
17,936

16,778

5,856

First Lien Revolver, LIBOR+7% (3% floor) cash due 12/7/2015 (14)
1,000

974

500

10,371 shares of series A preferred equity interest
1,037


1,358.854 shares of series C preferred equity interest
136


146,289 shares of series D common equity interest
1,463


20,388

6,356

Bunker Hill Capital II (QP), L.P.
Multi-sector holdings
0.51% limited partnership interest (12)
368

254

368

254




See notes to Consolidated Financial Statements.


19

Fifth Street Finance Corp.
Consolidated Schedule of Investments
(dollar amounts in thousands)
September 30, 2014


Portfolio Company/Type of Investment (1)(2)(5)(15)
Industry
Principal (8)

Cost
Fair Value

Drugtest, Inc. (9)
Human resources & employment services
First Lien Term Loan A, LIBOR+7.5% (0.75% floor) cash due 6/27/2018 (14)
$
13,297

$
13,211

$
13,406

First Lien Term Loan B, LIBOR+10% (1% floor) cash 1.5% PIK due 6/27/2018 (14)
13,395

13,356

13,344

First Lien Revolver, LIBOR+6% (1% floor) cash due 6/27/2018 (10)(14)
(19
)

Acquisition Line, LIBOR+5.75% cash due 6/27/2015 (14)
9,100

9,100

9,100

35,648

35,850

Physicians Pharmacy Alliance, Inc. (9)
Healthcare services
First Lien Term Loan, LIBOR+9% cash 1.5% PIK due 1/4/2016
10,823

10,722

10,794

10,722

10,794

Cardon Healthcare Network, LLC
Diversified support services
69,487 Class A Units
265

602

265

602

Phoenix Brands Merger Sub LLC (9)
Household products
Senior Term Loan, LIBOR+5% (1.5% floor) cash due 1/31/2016 (14)
3,675

3,632

3,524

Subordinated Term Loan, 10% cash 3.875% PIK due 2/1/2017
31,590

31,389

30,154

First Lien Revolver, LIBOR+5% (1.5% floor) cash due 1/31/2016 (14)
3,000

2,955

3,000

37,976

36,678

CCCG, LLC (9)
Oil & gas equipment services
First Lien Term Loan, LIBOR+8% (1.75% floor) cash 1% PIK due 12/29/2017 (14)
34,572

34,259

30,309

First Lien Revolver, LIBOR+5.5% (1.75% floor) cash due 12/29/2017 (14)


34,259

30,309

Maverick Healthcare Group, LLC
Healthcare equipment
First Lien Term Loan A, LIBOR+5.5% cash (1.75% floor) cash due 12/31/2016 (14)
16,722

16,165

16,576

First Lien Term Loan B, LIBOR+9% cash (1.75% floor) cash due 12/31/2016 (14)
38,500

38,243

38,256

CapEx Line, LIBOR+5.75% (1.75% floor) cash due 12/31/2016 (14)
1,260

1,160

1,255

55,568

56,087

Refac Optical Group (9)
Specialty stores
First Lien Term Loan A, LIBOR+7.5% cash due 9/30/2018 (14)
21,950

21,832

21,643

First Lien Term Loan B, LIBOR+8.5% cash, 1.75% PIK due 9/30/2018 (14)
33,408

33,161

32,707

First Lien Term Loan C, 12% cash due 9/30/2018
3,405

3,405

3,401

First Lien Revolver, LIBOR+7.5% cash due 9/30/2018 (14)
1,600

1,557

1,600

1,550.9435 Shares of Common Stock in Refac Holdings, Inc.
1


550.9435 Series A-2 Preferred Stock in Refac Holdings, Inc.
305


1,000 Series A Preferred Stock in Refac Holdings, Inc.
999

134

61,260

59,485

Charter Brokerage, LLC
Oil & gas equipment services
Senior Term Loan, LIBOR+6.5% (1.5% floor) cash due 10/10/2016 (14)
27,215

27,166

27,198

Mezzanine Term Loan, 11.75% cash 2% PIK due 10/10/2017
12,217

12,182

12,190

Senior Revolver, LIBOR+6.5% (1.5% floor) cash due 10/10/2016 (10)(14)
(26
)

39,322

39,388

Baird Capital Partners V, LP
Multi-sector holdings
0.4% limited partnership interest (6)(12)
826

753

826

753

Discovery Practice Management, Inc. (9)
Healthcare services
Senior Term Loan, LIBOR+9.75% cash due 11/4/2018 (14)
19,787

19,707

20,323

Senior Revolver, LIBOR+6% cash due 11/4/2018 (14)
1,500

1,484

1,500

Capex Line, LIBOR+7% cash due 11/4/2018 (14)
750

750

750

21,941

22,573

See notes to Consolidated Financial Statements.

20

Fifth Street Finance Corp.
Consolidated Schedule of Investments
(dollar amounts in thousands)
September 30, 2014


Portfolio Company/Type of Investment (1)(2)(5)(15)
Industry
Principal (8)

Cost
Fair Value

Milestone Partners IV, L.P.
Multi-sector holdings
0.85% limited partnership interest (6)(12)
$
1,131

$
1,118

1,131

1,118

National Spine and Pain Centers, LLC
Healthcare services
Mezzanine Term Loan, 11% cash 1.6% PIK due 9/27/2017
$
29,740

29,607

29,726

317,282.97 Class A Units (6)
317

609

29,924

30,335

RCPDirect, L.P.
Multi-sector holdings
0.91% limited partnership interest (6)(12)
656

787

656

787

The MedTech Group, Inc. (9)
Healthcare equipment
Senior Term Loan, LIBOR+5.5% (1.5% floor) cash due 9/7/2016 (14)
7,460

7,415

7,427

7,415

7,427

Digi-Star Acquisition Holdings, Inc.
Industrial machinery
Subordinated Term Loan, 12% cash 1.5% PIK due 11/18/2017
16,698

16,632

16,673

264.37 Class A Preferred Units
115

122

2,954.87 Class A Common Units (6)
36

478

16,783

17,273

CRGT, Inc.
IT consulting & other services
Mezzanine Term Loan, 12.5% cash 3% PIK due 3/9/2018
27,566

27,421

27,741

27,421

27,741

Riverside Fund V, L.P.
Multi-sector holdings
0.48% limited partnership interest (6)(12)
578

390

578

390

World 50, Inc.
Research & consulting services
Senior Term Loan A, LIBOR+6.25% (1.5% floor) cash due 3/30/2017 (14)
7,947

7,880

7,956

Senior Term Loan B, 12.5% cash due 3/30/2017
7,000

6,958

7,006

Senior Revolver, LIBOR+6.25% (1.5% floor) cash due 3/30/2017 (10)(14)
(30
)

14,808

14,962

ACON Equity Partners III, LP
Multi-sector holdings
0.13% limited partnership interest (6)(12)
498

447

498

447

BMC Acquisition, Inc.
Other diversified financial services
500 Series A Preferred Shares
499

604

50,000 Common Shares
1

1

500

605

Ansira Partners, Inc. (9)
Advertising
First Lien Term Loan, LIBOR+5.5% (1.5% floor) cash due 5/4/2017 (14)
5,329

5,286

5,321

First Lien Revolver, LIBOR+5.5% (1.5% floor) cash due 5/4/2017 (10)(14)
(5
)

250 Preferred Units & 250 Class A Common Units of Ansira Holdings, LLC
250

331

5,531

5,652

Edmentum, Inc.
Education services
Second Lien Term Loan, LIBOR+9.75% (1.5% floor) cash due 5/17/2019 (14)
17,000

17,000

16,815

17,000

16,815




See notes to Consolidated Financial Statements.


21

Fifth Street Finance Corp.
Consolidated Schedule of Investments
(dollar amounts in thousands)
September 30, 2014


Portfolio Company/Type of Investment (1)(2)(5)(15)
Industry
Principal (8)

Cost
Fair Value

I Drive Safely, LLC
Education services
75,000 Class A Common Units of IDS Investments, LLC
$
1,000

$
902

1,000

902

Yeti Acquisition, LLC (9)
Leisure products
First Lien Term Loan A, LIBOR+8% (1.25% floor) cash due 6/15/2017 (14)
$
11,007

10,978

11,010

First Lien Term Loan B, LIBOR+11.25% (1.25% floor) cash 1% PIK, due 6/15/2017 (14)
8,290

8,278

8,287

First Lien Revolver, LIBOR+8% (1.25% floor) cash due 6/15/2017 (10)(14)
(10
)

1,500 Common Stock Units of Yeti Holdings, Inc.
1,500

4,286

20,746

23,583

Specialized Education Services, Inc.
Education services
First Lien Term Loan A, LIBOR+7% (1.5% floor) cash due 6/28/2017 (14)
8,554

8,554

8,411

Subordinated Term Loan B, 11% cash 1.5% PIK due 6/28/2018
18,112

18,112

17,903

26,666

26,314

Vitalyst Holdings, Inc. (formerly known as PC Helps Support, LLC)
IT consulting & other services
Subordinated Term Loan, 12% cash 1.5% PIK due 9/5/2018
19,092

19,092

18,999

675 Series A Preferred Units of PCH Support Holdings, Inc.
675

807

7,500 Class A Common Stock Units of PCH Support Holdings, Inc.
75


19,842

19,806

Olson + Co., Inc. (9)
Advertising
First Lien Term Loan, LIBOR+5.5% (1.5% floor) cash due 9/30/2017 (14)
8,556

8,556

8,553

First Lien Revolver, LIBOR+5.5% (1.5% floor) cash due 9/30/2017 (14)


8,556

8,553

Beecken Petty O'Keefe Fund IV, L.P.
Multi-sector holdings
0.5% limited partnership interest (12)
567

525

567

525

Deltek, Inc. (9)
IT consulting & other services
Second Lien Term Loan, LIBOR+8.75% (1.25% floor) cash due 10/10/2019 (14)
25,000

25,000

25,127

First Lien Revolver, LIBOR+4.75% (1.25% floor) cash due 10/10/2017 (14)


25,000

25,127

First American Payment Systems, LP
Diversified support services
Second Lien Term Loan, LIBOR+9.5% (1.25% floor) cash due 4/12/2019 (14)
23,304

23,304

23,190

First Lien Revolver, LIBOR+4.5% (1.25% floor) cash due 10/12/2017 (14)


23,304

23,190

Dexter Axle Company
Auto parts & equipment
1,500 Common Shares in Dexter Axle Holding Company
1,500

2,507

1,500

2,507

Comprehensive Pharmacy Services LLC
Pharmaceuticals
Mezzanine Term Loan, 11.25% cash 1.5% PIK due 11/30/2019
14,362

14,362

14,342

20,000 Common Shares in MCP CPS Group Holdings, Inc.
2,000

2,570

16,362

16,912

Garretson Firm Resolution Group, Inc.
Diversified support services
First Lien Senior Term Loan, LIBOR+5% (1.25% floor) cash due 12/20/2018 (14)
6,984

6,984

6,975

Mezzanine Term Loan, 11% cash 1.5% PIK due 6/20/2019
5,095

5,095

5,100

First Lien Revolver, LIBOR+5% (1.25% floor) cash due 12/20/2017 (14)
391

391

391

4,950,000 Preferred Units in GRG Holdings, LP
495

432

50,000 Common Units in GRG Holdings, LP
5


12,970

12,898




See notes to Consolidated Financial Statements.


22

Fifth Street Finance Corp.
Consolidated Schedule of Investments
(dollar amounts in thousands)
September 30, 2014


Portfolio Company/Type of Investment (1)(2)(5)(15)
Industry
Principal (8)

Cost
Fair Value

Teaching Strategies, LLC
Education services
First Lien Term Loan A, LIBOR+6% (1.25% floor) cash due 12/21/2017 (14)
$
46,360

$
46,355

$
46,360

First Lien Term Loan B, LIBOR+8.35% (1.25% floor) cash 3.15% PIK due 12/21/2017 (14)
27,975

27,973

27,976

First Lien Revolver, LIBOR+6% (1.25% floor) cash due 12/21/2017 (10)(14)
(1
)

74,327

74,336

Omniplex World Services Corporation
Security & alarm services
Subordinated Term Loan, 12.25% cash 1.25% PIK due 12/21/2018
12,785

12,785

12,681

500 units Class A Common Units in Omniplex Holdings Corp.
500

575

13,285

13,256

Dominion Diagnostics, LLC (9)
Healthcare services
Subordinated Term Loan, 11% cash 2% PIK due 12/21/2018
15,990

15,990

16,053

15,990

16,053

Affordable Care, Inc.
Healthcare services
Second Lien Term Loan, LIBOR+9.25% (1.25% floor) cash due 12/26/2019 (14)
21,500

21,500

21,656

21,500

21,656

Aderant North America, Inc.
Internet software & services
Second Lien Term Loan, LIBOR+8.75% (1.25% floor) cash due 6/20/2019 (14)
7,000

7,000

7,036

7,000

7,036

AdVenture Interactive, Corp.
Advertising
First Lien Term Loan, LIBOR+6.75% (1.25% floor) cash due 3/22/2018 (13)(14)
108,989

108,968

109,249

First Lien Revolver, LIBOR+6.75% (1.25% floor) cash due 3/22/2018 (10)(14)
(1
)

2,000 Preferred Units of AVI Holdings, L.P.
1,811

1,325

110,778

110,574

CoAdvantage Corporation
Human resources & employment services
Mezzanine Term Loan, 11.5% cash 1.25% PIK due 12/31/2018
14,893

14,893

14,934

50,000 Class A Units in CIP CoAdvantage Investments LLC
557

701

15,450

15,635

EducationDynamics, LLC (9)
Education services
Mezzanine Term Loan, 12% cash 6% PIK due 1/16/2017
12,462

12,462

12,035

12,462

12,035

Sterling Capital Partners IV, L.P.
Multi-sector holdings
0.2% limited partnership interest (6)(12)
874

761

874

761

Devicor Medical Products, Inc.
Healthcare equipment
First Lien Term Loan, LIBOR+5% (2% floor) cash due 7/8/2015 (14)
12,785

12,785

12,782

12,785

12,782

RP Crown Parent, LLC
Application software
First Lien Revolver, LIBOR+5.5% (1.25% floor) cash due 12/21/2017 (10)(14)
(472
)

(472
)

Advanced Pain Management
Healthcare services
First Lien Term Loan, LIBOR+8.5% (1.25% floor) cash due 2/26/2018 (14)
24,000

24,000

23,914

24,000

23,914

Rocket Software, Inc.
Internet software & services
Second Lien Term Loan, LIBOR+8.75% (1.5% floor) cash due 2/8/2019 (14)
10,475

10,443

10,452

10,443

10,452

TravelClick, Inc.
Internet software & services
First Lien Term Loan, LIBOR+4.5% (1% floor) cash due 5/6/2019
4,988

4,988

4,994

Second Lien Term Loan, LIBOR+7.75% (1% floor) cash due 11/8/2021 (14)
10,000

10,000

9,971

14,988

14,965

Pingora MSR Opportunity Fund I-A, LP
Thrift & mortgage finance
1.9% limited partnership interest (12)
4,056

3,966

4,056

3,966

See notes to Consolidated Financial Statements.

23

Fifth Street Finance Corp.
Consolidated Schedule of Investments
(dollar amounts in thousands)
September 30, 2014


Portfolio Company/Type of Investment (1)(2)(5)(15)
Industry
Principal (8)

Cost
Fair Value

Credit Infonet, Inc. (9)
Data processing & outsourced services
Subordinated Term Loan, 12.25% cash 1.25% PIK due 10/26/2018
$
13,292

$
13,292

$
13,387

13,292

13,387

2Checkout.com, Inc.
Diversified support services
First Lien Revolver, LIBOR+5% cash due 6/26/2016 (14)
2,150

2,148

2,150

2,148

2,150

Meritas Schools Holdings, LLC
Education services
First Lien Term Loan, LIBOR+5.75% (1.25% floor) cash due 6/25/2019 (14)
8,345

8,345

8,336

Second Lien Term Loan, LIBOR+9% (1% floor) cash due 1/23/2021 (14)
19,500

19,500

19,493

27,845

27,829

Chicago Growth Partners III, LP
Multi-sector holdings
0.5% limited partnership interest (11)(12)




Royal Adhesives and Sealants, LLC
Specialty chemicals
Second Lien Term Loan, LIBOR+8.5% (1.25% floor) cash due 1/31/2019 (11) (14)
13,500

13,500

13,580

13,500

13,580

Bracket Holding Corp.
Healthcare services
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 2/15/2020 (14)
32,000

32,000

31,767

50,000 Common Units in AB Group Holdings, LP
500

294

32,500

32,061

Salus CLO 2012-1, Ltd.
Asset management & custody banks
Class F Deferrable Notes - A, LIBOR+11.5% cash due 3/5/2021 (12)(14)
7,500

7,500

7,500

Class F Deferrable Notes - B, LIBOR+10.85% cash due 3/5/2021 (12)(14)
22,000

22,000

22,000

29,500

29,500

HealthEdge Software, Inc.
Application software
Second Lien Term Loan, 12% cash due 9/30/2018
17,500

17,320

17,463

482,453 Series A-3 Preferred Stock Warrants (exercise price $1.450918)
213

722

17,533

18,185

InMotion Entertainment Group, LLC
Consumer electronics
First Lien Term Loan, LIBOR+7.75% (1.25% floor) cash due 10/1/2018 (14)
13,813

13,813

13,872

First Lien Revolver, LIBOR+6.75% (1.25% floor) cash due 10/1/2018 (14)
4,179

4,179

4,179

CapEx Line, LIBOR+7.75% (1.25% floor) cash due 10/1/2018 (14)


1,000,000 Class A Units in InMotion Entertainment Holdings, LLC
1,000

1,169

18,992

19,220

BMC Software Finance, Inc.
Application software
First Lien Revolver, LIBOR+4% (1% floor) cash due 9/10/2018




CT Technologies Intermediate Holdings, Inc.
Healthcare services
Second Lien Term Loan, LIBOR+8% (1.25% floor) cash due 10/4/2020 (14)
12,000

12,000

11,920

12,000

11,920

Thing5, LLC
Data processing & outsourced services
First Lien Term Loan, LIBOR+7% (1% floor) cash due 10/11/2018 (13)(14)
45,000

45,000

44,780

First Lien Revolver, LIBOR+7% (1% floor) cash due 10/11/2018 (14)


2,000,000 in T5 Investment Vehicle, LLC (6)
2,000

1,667

47,000

46,447

Epic Health Services, Inc.
Healthcare services
Second Lien Term Loan, LIBOR+8% (1.25% floor) cash due 10/18/2019 (14)
25,000

25,000

24,877

25,000

24,877

Kason Corporation
Industrial machinery
Mezzanine Term Loan, 11.5% cash 1.75% PIK due 10/28/2019
5,695

5,695

5,630

450 Class A Preferred Units in Kason Investment, LLC
450

396

5,000 Class A Common Units in Kason Investment, LLC
50


6,195

6,026

See notes to Consolidated Financial Statements.

24

Fifth Street Finance Corp.
Consolidated Schedule of Investments
(dollar amounts in thousands)
September 30, 2014


Portfolio Company/Type of Investment (1)(2)(5)(15)
Industry
Principal (8)

Cost
Fair Value

First Choice ER, LLC
Healthcare services
First Lien Term Loan, LIBOR+7.5% (1% floor) cash due 10/31/2018 (14)
$
55,000

$
55,000

$
55,457

First Lien Revolver, LIBOR+7.5% (1% floor) cash due 10/31/2018 (14)


First Lien Delayed Draw, LIBOR+7.5% (1% floor) cash due 4/30/2015 (14)
25,000

25,000

25,067

80,000

80,524

SPC Partners V, L.P.
Multi-sector holdings
0.571% limited partnership interest (6)(12)
585

521

585

521

Systems Maintenance Services Holdings, Inc.
IT consulting & other services
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 10/18/2020 (14)
24,000

24,000

24,353

24,000

24,353

P2 Upstream Acquisition Co.
Application software
First Lien Revolver, L+4% (1% floor) cash due 10/31/2018




Vandelay Industries Merger Sub, Inc.
Industrial machinery
Second Lien Term Loan, 10.75% cash 1% PIK due 11/12/2019
27,001

27,001

27,251

2,500,000 Class A Common Units in Vandelay Industries, L.P.
2,500

3,461

29,501

30,712

Vitera Healthcare Solutions, LLC
Healthcare technology
First Lien Term Loan, LIBOR+5% (1% floor) cash due 11/4/2020 (14)


Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 11/4/2021 (14)
8,000

8,000

8,083

8,000

8,083

SugarSync, Inc.
Internet software & services
First Lien Term Loan, LIBOR+10% (0.5% floor) cash due 11/18/2016 (14)
6,500

6,500

6,500

6,500

6,500

The Active Network, Inc.
Internet software & services
Second Lien Term Loan, LIBOR+8.5% (1% floor) cash due 11/15/2021 (14)
13,600

13,600

13,609

13,600

13,609

OmniSYS Acquisition Corporation
Diversified support services
First Lien Term Loan, LIBOR+7.5% (1% floor) cash due 11/21/2018 (14)
10,670

10,666

10,611

First Lien Revolver, LIBOR+7.5% (1% floor) cash due 11/21/2018 (14)


100,000 Common Units in OSYS Holdings, LLC
1,000

961

11,666

11,572

All Web Leads, Inc.
Advertising
First Lien Term Loan, LIBOR+8% (1% floor) cash due 11/26/2018 (14)
25,050

25,047

24,864

First Lien Revolver, LIBOR+8% (1% floor) cash due 11/26/2018 (14)


25,047

24,864

Moelis Capital Partners Opportunity Fund I-B, LP
Multi-sector holdings
1.0% limited partnership interest (6)(12)
715

677

715

677

Aden & Anais Merger Sub, Inc.
Apparel, accessories & luxury goods
Mezzanine Term Loan, 10% cash 2% PIK due 6/23/2019
12,189

12,189

12,330

30,000 Common Units in Aden & Anais Holdings, Inc.
3,000

3,973

15,189

16,303

Lift Brands Holdings Inc.
Leisure facilities
First Lien Term Loan, LIBOR+7.5% (1% floor) cash due 12/23/2019 (14)
43,721

43,708

43,474

First Lien Revolver, LIBOR+7.5% (1% floor) cash due 12/23/2019 (14)
3,500

3,497

3,500

2,000,000 Class A Common Units in Snap Investments, LLC
2,000

2,142

49,205

49,116

See notes to Consolidated Financial Statements.

25

Fifth Street Finance Corp.
Consolidated Schedule of Investments
(dollar amounts in thousands)
September 30, 2014


Portfolio Company/Type of Investment (1)(2)(5)(15)
Industry
Principal (8)
Cost
Fair Value
Tailwind Capital Partners II, L.P.
Multi-sector holdings
0.3% limited partnership interest (6)(12)
$
274

$
274

274

274

Long's Drugs Incorporated
Pharmaceuticals
Mezzanine Term Loan, 11% cash 1% PIK due 1/31/2020
$
9,519

9,518

9,530

50 Series A Preferred Shares in Long's Drugs Incorporated
500

548

10,018

10,078

American Cadastre, LLC
Systems software
First Lien Revolver, LIBOR+5% (1% floor) cash due 8/14/2015 (14)
5,595

5,592

5,345

5,592

5,345

Five9, Inc.
Internet software & services
Second Lien Term Loan, LIBOR+9% (1% floor) cash due 2/20/2019 (14)
20,000

19,721

20,294

118,577 Common Stock Warrants (exercise price $10.12)
321

69

20,042

20,363

Crealta Pharmaceuticals LLC
Pharmaceuticals
Second Lien Term Loan, 12.75% cash due 8/21/2020
20,000

20,000

19,640

20,000

19,640

Conviva Inc.
Application software
First Lien Term Loan, LIBOR+8.75% (1% floor) cash due 2/28/2018 (14)
5,000

4,913

4,998

417,851 Series D Preferred Stock Warrants (exercise price $1.1966)
104

79

5,017

5,077

OnCourse Learning Corporation
Education services
First Lien Term Loan, LIBOR+7.5% (1% floor) cash due 2/28/2019 (14)
55,000

54,969

55,154

First Lien Revolver, LIBOR+7.5% (1% floor) cash due 2/28/2019 (14)
2,000

1,998

2,000

200,000 Class A Units in CIP OCL Investments, LLC
2,000

1,755

58,967

58,909

ShareThis, Inc.
Internet software & services
Second Lien Term Loan, LIBOR+10.5% (1% floor) cash due 3/5/2018 (14)
15,000

14,686

15,115

345,452 Series C Preferred Stock Warrants (exercise price $3.0395)
367

282

15,053

15,397

Aegis Toxicology Sciences Corporation
Healthcare services
Second Lien Term Loan, LIBOR+8.5% (1% floor) cash due 8/24/2021 (14)
18,000

18,000

18,044

18,000

18,044

Aptean, Inc.
Internet software & services
Second Lien Term Loan, LIBOR+7.5% (1% floor) cash due 2/26/2021 (14)
3,000

3,000

3,020

3,000

3,020

Integrated Petroleum Technologies, Inc.
Oil & gas equipment services
First Lien Term Loan, LIBOR+7.5% (1% floor) cash due 3/31/2019 (14)
22,752

22,734

22,873

First Lien Revolver, LIBOR+7.5% (1% floor) cash due 3/31/2019 (10)(14)
(3
)

22,731

22,873

Total Military Management, Inc.
Air freight and logistics
First Lien Term Loan, LIBOR+5.75% (1.25% floor) cash due 3/31/2019 (14)
9,750

9,750

9,759

Delayed Draw Term Loan, LIBOR+5.75% (1.25% floor) cash due 3/31/2019 (14)


First Lien Revolver, LIBOR+5.75% (1.25% floor) cash due 3/31/2019 (14)


9,750

9,759

ExamSoft Worldwide, Inc.
Internet software & services
First Lien Term Loan, LIBOR+8% (1% floor) cash due 5/1/2019 (14)
15,000

14,834

14,992

First Lien Revolver, LIBOR+8% (1% floor) cash due 5/1/2019 (14)


180,707 Class C Units in ExamSoft Investor LLC
181

17

15,015

15,009


See notes to Consolidated Financial Statements.

26

Fifth Street Finance Corp.
Consolidated Schedule of Investments
(dollar amounts in thousands)
September 30, 2014


Portfolio Company/Type of Investment (1)(2)(5)(15)
Industry
Principal (8)
Cost
Fair Value
Language Line, LLC
Integrated telecommunication services
Second Lien Term Loan, LIBOR+8.75% (1.75% floor) cash due 12/20/2016 (14)
$
6,600

$
6,592

$
6,605

6,592

6,605

DigiCert, Inc.
Internet software & services
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 6/2/2020 (14)
42,000

42,000

42,010

42,000

42,010

Puerto Rico Cable Acquisition Company Inc.
Cable & satellite
Second Lien Term Loan, LIBOR+8.5% (1% floor) cash due 5/30/2019 (12)(14)
27,000

27,000

27,019

27,000

27,019

RCPDirect II, LP
Multi-sector holdings
0.5% limited partnership interest (12)
10

10

10

10

PR Wireless, Inc. (12)
Integrated telecommunication services
First Lien Term Loan, LIBOR+9% (1% floor) cash due 6/27/2020 (14)
9,975

9,975

9,325

118.4211 Common Stock Warrants (exercise price $0.01)

557

9,975

9,882

Integral Development Corporation
Other diversified financial services
First Lien Term Loan, LIBOR+9.5% (1% floor) cash due 7/10/2019 (14)
15,000

15,000

15,000

1,078,284 Common Stock Warrants (exercise price $0.9274)


15,000

15,000

Loftware, Inc.
Internet software & services
Mezzanine Term Loan, 11% cash 1% PIK due 7/18/2020
6,013

6,013

6,013

300,000 Class A Common Units in RPLF Holdings, LLC
300

300

6,313

6,313

Tectum Holdings, Inc.
Auto parts & equipment
Second Lien Term Loan, LIBOR+8.75% (1% floor) cash due 1/28/2021 (14)
15,000

15,000

15,000

15,000

15,000

TV Borrower US, LLC (12)
Integrated telecommunication services
Second Lien Term Loan, LIBOR+8.5% (1% floor) cash due 7/8/2021 (14)
30,000

30,000

30,000

30,000

30,000

Webster Capital III, L.P.
Multi-sector holdings
0.754% limited partnership interest (11)(12)




L Squared Capital Partners LLC
Multi-sector holdings
2% limited partnership interest (11)(12)




ERS Acquisition Corp.
Diversified support services
Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 9/10/2018 (14)
40,000

40,000

40,000

40,000

40,000

BeyondTrust Software, Inc.
Application software
First Lien Term Loan LIBOR+7% (1% floor) cash due 9/25/2019 (14)
112,500

112,434

112,500

First Lien Revolver, LIBOR+7% (1% floor) cash due 9/25/2019 (10)(14)
(6
)

4,500,000 Class A membership interests in BeyondTrust Holdings LLC
4,500

4,500

116,928

117,000

Total Non-Control/Non-Affiliate Investments (139.4% of net assets)
$
2,069,301

$
2,060,278

Total Portfolio Investments (168.8% of net assets)
$
2,494,683

$
2,495,914



See notes to Consolidated Financial Statements.


27

Fifth Street Finance Corp.
Consolidated Schedule of Investments
(dollar amounts in thousands)
September 30, 2014


(1)
All debt investments are income producing unless otherwise noted. Equity is non-income producing unless otherwise noted.
(2)
See Note 3 to the Consolidated Financial Statements for portfolio composition by geographic region.
(3)
Control Investments are defined by the 1940 Act as investments in companies in which the Company owns more than 25% of the voting securities or maintains greater than 50% of the board representation.
(4)
Affiliate Investments are defined by the 1940 Act as investments in companies in which the Company owns between 5% and 25% of the voting securities.
(5)
Equity ownership may be held in shares or units of companies related to the portfolio companies.
(6)
Income producing through payment of dividends or distributions.
(7)
Non-Control/Non-Affiliate Investments are defined by the 1940 Act as investments that are neither Control Investments nor Affiliate Investments.
(8)
Principal includes accumulated PIK interest and is net of repayments.
(9) Interest rates have been adjusted on certain term loans and revolvers. These rate adjustments are temporary in nature due to tier pricing arrangements or financial or payment covenant violations in the original credit agreements, or permanent in nature per loan amendment or waiver documents. The table below summarizes these rate adjustments by portfolio company:
Portfolio Company
Effective date
Cash interest
PIK interest
Reason
Refac Optical Group
August 22, 2014
+1.0% on Revolver
+1.0% on Term Loan A
+1.0% on Term Loan B
+1.0% on Term Loan C
Per loan amendment
EducationDynamics, LLC
August 14, 2014
-12.0% on Term Loan
+12.0% on Term Loan
Per loan amendment
Cenegenics, LLC
August 14, 2014
+2.0% on Term Loan
Per loan amendment
Credit Infonet, Inc.
July 1, 2014
-1.25% on Term Loan
+1.25% on Term Loan
Per loan amendment
HealthDrive Corporation
July 1, 2014
-1.0% on Term Loan A
-3.0% on Term Loan B
+3.0% on Term Loan A
+4.0% on Term Loan B
Per loan amendment
Dominion Diagnostics, LLC
April 8, 2014
- 1.0% on Term Loan
Per loan amendment
Phoenix Brands Merger Sub LLC
April 1, 2014
+ 0.75% on Senior Term Loan and Revolver - 10% on Subordinated Term Loan
+ 12.75% on Subordinated Term Loan
Per loan amendment
Olson + Co., Inc.
December 13, 2013
+ 0.25% on Term Loan and Revolver
Per loan amendment
Discovery Practice Management, Inc.
November 4, 2013
+ 2.25% on Term Loan A - 1.0% on Revolver
Per loan amendment
TransTrade Operators, Inc.
August 1, 2014
- 11.0% on Term Loan
+ 7.0% on Term Loan
Per loan amendment
Miche Bag, LLC
July 26, 2013
- 3.0% on Term Loan B
- 1.0% on Term Loan B
Per loan amendment
Ansira Partners, Inc.
June 30, 2013
- 0.5% on Term Loan and Revolver
Tier pricing per loan agreement
Drugtest, Inc.
June 27, 2013
- 1.5% on Term Loan A
- 0.75% on Term Loan B
- 0.25% on Revolver
- 0.5% on Term Loan B
Per loan amendment
The MedTech Group, Inc.
June 21, 2013
- 0.5% on Term Loan
Per loan amendment
Physicians Pharmacy Alliance, Inc.
April 1, 2013
+ 1.0% on Term Loan
+ 1.0% on Term Loan
Per loan agreement
Deltek, Inc.
February 1, 2013
- 1.0% on Revolver
Per loan amendment
JTC Education, Inc.
January 1, 2013
+ 0.25% on Term Loan
Per loan amendment
CCCG, LLC
November 15, 2012
+ 0.5% on Term Loan
+ 1.0% on Term Loan
Per loan amendment
Yeti Acquisition, LLC
October 1, 2012
– 1.0% on Term Loan A,
Term Loan B and Revolver
Tier pricing per loan
agreement
(10)
Investment has undrawn commitments and a negative cost basis as a result of unamortized fees. Unamortized fees are classified as unearned income which reduces cost basis.
(11)
Represents an unfunded commitment to fund limited partnership interest. See Note 3 to the Consolidated Financial Statements.
(12)
Investment is not a "qualifying asset" as defined under Section 55(a) of the 1940 Act, in whole or in part.
(13)
The sale of a portion of this loan does not qualify for sale accounting under ASC Topic 860 - Transfers and Servicing , and therefore, the entire debt investment remains in the Consolidated Schedule of Investments. (See Note 15 in the accompanying notes to the Consolidated Financial Statements.)

28

Fifth Street Finance Corp.
Consolidated Schedule of Investments
(dollar amounts in thousands)
September 30, 2014


(14)
The principal balance outstanding for all floating rate loans is indexed to LIBOR and an alternate base rate (e.g., prime rate), which typically resets semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan. For each of these loans, the Company has provided the applicable margin over LIBOR based on each respective credit agreement.
(15)
Each of the Company's investments are pledged as collateral under one or more of its credit facilities. A single investment may be divided into parts that are individually pledged as collateral to separate credit facilities.
(16)
The Company, through its investments in HFG Holdings, LLC, acquired a majority equity interest in Healthcare Finance Group, LLC, which provides financing to healthcare companies. The fair value of the Company's debt and equity investments in HFG Holdings approximates the fair value of HFG Holdings' equity investment in Healthcare Finance Group, LLC.
(17)
As defined in the 1940 Act, the Company is deemed to be both an "Affiliated Person" of and to "Control" this portfolio company as the Company owns more than 25% of the portfolio company's outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement). See Schedule 12-14 in the accompanying notes to the consolidated financial statements for transactions during the three months ended March 31, 2015 in which the issuer was both an Affiliated Person and a portfolio company that the Company is deemed to Control.

See notes to Consolidated Financial Statements.

29

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


Note 1. Organization
Fifth Street Mezzanine Partners III, L.P. (the "Partnership"), a Delaware limited partnership, was organized on February 15, 2007 to primarily invest in debt securities of small and middle market companies. FSMPIII GP, LLC was the Partnership's general partner (the "General Partner"). The Partnership's investments were managed by Fifth Street Management LLC (the "Investment Adviser"). The General Partner and Investment Adviser were under common ownership.
Effective January 2, 2008, the Partnership merged with and into Fifth Street Finance Corp. (the "Company"), an externally managed, closed-end, non-diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940 (the "1940 Act"). The Company is managed by the Investment Adviser.
The Company also has certain wholly-owned subsidiaries, including subsidiaries that are not consolidated for U.S. federal income tax purposes, which hold certain portfolio investments of the Company. These subsidiaries are consolidated with the Company for accounting purposes, and the portfolio investments held by the subsidiaries are included in the Company's Consolidated Financial Statements. All significant intercompany balances and transactions have been eliminated.
On November 28, 2011, the Company transferred the listing of its common stock from the New York Stock Exchange to the NASDAQ Global Select Market, where it continues to trade under the symbol "FSC." The following table reflects common stock offerings that have occurred from inception through March 31, 2015 :
Date
Transaction
Shares
Offering
price
Gross
proceeds
June 17, 2008
Initial public offering
10,000,000

$
14.12

$141.2 million
July 21, 2009
Follow-on public offering (including underwriters' exercise of over-allotment option)
9,487,500

9.25

87.8 million
September 25, 2009
Follow-on public offering (including underwriters' exercise of over-allotment option)
5,520,000

10.50

58.0 million
January 27, 2010
Follow-on public offering
7,000,000

11.20

78.4 million
February 25, 2010
Underwriters' partial exercise of over-allotment option
300,500

11.20

3.4 million
June 21, 2010
Follow-on public offering (including underwriters' exercise of over-allotment option)
9,200,000

11.50

105.8 million
December 2010
At-the-Market offering
429,110

11.87

(1
)
5.1 million
February 4, 2011
Follow-on public offering (including underwriters' exercise of over-allotment option)
11,500,000

12.65

145.5 million
June 24, 2011
Follow-on public offering (including underwriters' partial exercise of over-allotment option)
5,558,469

11.72

65.1 million
January 26, 2012
Follow-on public offering
10,000,000

10.07

100.7 million
September 14, 2012
Follow-on public offering (including underwriters' partial exercise of over-allotment option)
8,451,486

10.79

91.2 million
December 7, 2012
Follow-on public offering
14,000,000

10.68

149.5 million
December 14, 2012
Underwriters' partial exercise of over-allotment option
725,000

10.68

7.7 million
April 15, 2013
Follow-on public offering
13,500,000

10.85

146.5 million
April 26, 2013
Underwriters' partial exercise of over-allotment option
935,253

10.85

10.1 million
September 26, 2013
Follow-on public offering (including underwriters' partial exercise of over-allotment option)
17,643,000

10.31

181.9 million
July 11, 2014
Follow-on public offering
13,250,000

9.95

131.8 million
September 2014
At-the-Market offering
841,456

9.86

(1
)
8.3 million
______________
(1)
Average offering price.
On February 3, 2010, the Company's consolidated wholly-owned subsidiary, Fifth Street Mezzanine Partners IV, L.P. ("FSMP IV"), received a license, effective February 1, 2010, from the United States Small Business Administration, or SBA, to operate as a small business investment company, or SBIC, under Section 301(c) of the Small Business Investment Act of 1958. On May 15, 2012, the Company's consolidated wholly-owned subsidiary, Fifth Street Mezzanine Partners V, L.P. ("FSMP V"), received a license, effective May 10, 2012, from the SBA to operate as an SBIC. SBICs are designed to stimulate the flow of private equity capital to eligible small businesses. Under SBA regulations, SBICs may make loans to eligible small businesses and invest in the equity securities of small businesses.
The SBIC licenses allow the Company's SBIC subsidiaries to obtain leverage by issuing SBA-guaranteed debentures, subject to the satisfaction of certain customary procedures. SBA-guaranteed debentures are non-recourse, interest only debentures with interest payable semi-annually and have a 10-year maturity. The principal amount of SBA-guaranteed debentures is not required to be paid

30

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


prior to maturity but may be prepaid at any time without penalty. The interest rate of SBA-guaranteed debentures is fixed at the time of issuance at a market-driven spread over U.S. Treasury Notes with 10-year maturities.
SBA regulations currently limit the amount of SBA-guaranteed debentures that an SBIC may issue to $150 million when it has at least $75 million in regulatory capital. Affiliated SBICs are permitted to issue up to a combined maximum amount of $225 million when they have at least $112.5 million in regulatory capital.
As of March 31, 2015 , FSMP IV had $75 million in regulatory capital and $150 million in SBA-guaranteed debentures outstanding, which had a fair value of $136.0 million , as compared to $134.0 million as of September 30, 2014. These debentures bear interest at a weighted average interest rate of 3.567% (excluding the SBA annual charge), as follows:
Rate Fix Date
Debenture
Amount
Fixed
Interest
Rate
SBA
Annual
Charge
September 2010
$
73,000

3.215
%
0.285
%
March 2011
65,300

4.084

0.285

September 2011
11,700

2.877

0.285

As of March 31, 2015 , FSMP V had $37.5 million in regulatory capital and $75.0 million in SBA-guaranteed debentures outstanding, which had a fair value of $64.3 million . These debentures bear interest at a weighted average interest rate of 2.835% (excluding the SBA annual charge), as follows:
Rate Fix Date
Debenture
Amount
Fixed
Interest
Rate
SBA
Annual Charge
March 2013
$
31,750

2.351
%
0.804
%
March 2014
43,250

3.191

0.804

As of March 31, 2015 , the $225.0 million of SBA-guaranteed debentures held by the Company's SBIC subsidiaries carry a weighted average interest rate of 3.323%.
For the three and six months ended March 31, 2015 , the Company recorded interest expense of $2.3 million and $4.7 million , respectively, related to the SBA-guaranteed debentures of both SBIC subsidiaries.
The SBA restricts the ability of SBICs to repurchase their capital stock. SBA regulations also include restrictions on a "change of control" or transfer of an SBIC and require that SBICs invest idle funds in accordance with SBA regulations. In addition, the Company's SBIC subsidiaries may also be limited in their ability to make distributions to the Company if they do not have sufficient capital, in accordance with SBA regulations.
The Company's SBIC subsidiaries are subject to regulation and oversight by the SBA, including requirements with respect to maintaining certain minimum financial ratios and other covenants. Receipt of an SBIC license does not assure that the SBIC subsidiaries will receive SBA-guaranteed debenture funding and is further dependent upon the SBIC subsidiaries continuing to be in compliance with SBA regulations and policies.
The SBA, as a creditor, will have a superior claim to the SBIC subsidiaries' assets over the Company's stockholders in the event the Company liquidates the SBIC subsidiaries or the SBA exercises its remedies under the SBA-guaranteed debentures issued by the SBIC subsidiaries upon an event of default.
The Company has received exemptive relief from the Securities and Exchange Commission ("SEC") to permit it to exclude the debt of the SBIC subsidiaries guaranteed by the SBA from the definition of senior securities in the Company's 200% asset coverage test under the 1940 Act. This allows the Company increased flexibility under the 200% asset coverage test by permitting it to borrow up to $225 million more than it would otherwise be able to under the 1940 Act absent the receipt of this exemptive relief.
Note 2. Significant Accounting Policies
Basis of Presentation:
The Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. In the opinion of management, all adjustments of a normal recurring nature considered necessary for the fair presentation of the

31

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


Consolidated Financial Statements have been made. The financial results of the Company's portfolio investments are not consolidated in the Company's Consolidated Financial Statements. As provided under ASU 2013-08 which amended Accounting Standards Codification ("ASC") 946 – Financial Services – Investment Companies ("ASC 946"), the Company is an investment company as it is regulated under the 1940 Act and is applying guidance in ASC 946.
Use of Estimates:
The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions affecting amounts reported in the financial statements and accompanying notes. These estimates are based on the information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ materially from those estimates under different assumptions and conditions. The most significant estimates inherent in the preparation of the Company's Consolidated Financial Statements are the valuation of investments and revenue recognition.
The Consolidated Financial Statements include portfolio investments at fair value of $ 2.5 billion at both March 31, 2015 and September 30, 2014 . The portfolio investments represent 180.3% and 168.8% of net assets at March 31, 2015 and September 30, 2014 , respectively, and their fair values have been determined in good faith by the Company's Board of Directors. Because of the inherent uncertainty of valuation, the determined values may differ significantly from the values that would have been used had a ready market existed for the investments, and the differences could be material.
The Company classifies its investments in accordance with the requirements of the 1940 Act. Under the 1940 Act, "Control Investments" are defined as investments in companies in which the Company owns more than 25% of the voting securities or has rights to maintain greater than 50% of the board representation; "Affiliate Investments" are defined as investments in companies in which the Company owns between 5% and 25% of the voting securities; and "Non-Control/Non-Affiliate Investments" are defined as investments that are neither Control Investments nor Affiliate Investments.
Consolidation:
As provided under Regulation S-X and ASC 946, the Company will generally not consolidate its investment in a company other than a wholly-owned investment company or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the results of certain of the Company's wholly-owned subsidiaries in its consolidated financial statements.

Fair Value Measurements:
The Financial Accounting Standards Board ("FASB") ASC 820 Fair Value Measurements and Disclosures ("ASC 820") defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A liability's fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available or reliable, valuation techniques are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the investments or market and the investments' complexity.
Assets and liabilities recorded at fair value in the Company's Consolidated Financial Statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value.
Hierarchical levels, defined by ASC 820 and directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:
Level 1 — Unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data at the measurement date for substantially the full term of the assets or liabilities.
Level 3 — Unobservable inputs that reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
Under ASC 820, the Company performs detailed valuations of its debt and equity investments for which quotations are not readily available on an individual basis, using bond yield, market and income approaches as appropriate. In general, the Company utilizes the

32

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


bond yield method in determining the fair value of its debt investments, as long as it is appropriate. If, in the Company's judgment, the bond yield approach is not appropriate, it may use the market or income approach in determining the fair value of the Company's investment in the portfolio company. In certain instances, the Company may use alternative methodologies, including an asset liquidation, expected recovery model or other alternative approaches.

Financial instruments with readily available quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment inherent in measuring fair value. As such, the Company obtains and analyzes readily available market quotations provided by independent pricing services for all of the Company's senior secured debt investments for which quotations are available. In determining the fair value of a particular investment, pricing services use observable market information, including both binding and non-binding indicative quotations. These investments are generally classified as Level 3 because the quoted prices may be indicative in nature for securities that are in an inactive market, may be for similar securities or may require adjustment for investment-specific factors or restrictions.

The Company evaluates the prices obtained from independent pricing services based on available market information and company specific data that could affect the credit quality and/or fair value of the investment. Investments for which market quotations are readily available may be valued at such market quotations. In order to validate market quotations, the Company looks at a number of factors to determine if the quotations are representative of fair value, including the source and nature of the quotations. The Company does not adjust any of the prices received from these sources unless the Company has a reason to believe any such market quotations are not reflective of the fair value of an investment.

Market quotations may be deemed not to represent fair value where the Company believes that facts and circumstances applicable to an issuer, a seller or purchaser or the market for a particular security causes current market quotations not to reflect the fair value of the security, among other reasons. Examples of these events could include cases when a security trades infrequently causing a quoted purchase or sale price to become stale or in the event of a "fire sale" by a distressed seller. In these instances, the Company values such investments by using the valuation procedure that it uses with respect to assets for which market quotations are not readily available (as discussed below).

If the quotation provided by the pricing service is based on only one or two market sources, the Company performs additional procedures to corroborate such information, generally including but not limited to, the bond yield approach discussed below and a quantitative and qualitative assessment of the credit quality and market trends affecting the portfolio company.
Under the bond yield approach, the Company uses bond yield models to determine the present value of the future cash flow streams of its debt investments. The Company reviews various sources of transactional data, including private mergers and acquisitions involving debt investments with similar characteristics, and assesses the information in the valuation process.
Under the market approach, the Company estimates the enterprise value of the portfolio companies in which it invests. There is no one methodology to estimate enterprise value and, in fact, for any one portfolio company, enterprise value is best expressed as a range of fair values, from which the Company derives a single estimate of enterprise value. To estimate the enterprise value of a portfolio company, the Company analyzes various factors, including the portfolio company's historical and projected financial results. Typically, private companies are valued based on multiples of EBITDA (earnings before interest, taxes, depreciation, and amortization), cash flows, net income or revenues. The Company generally requires portfolio companies to provide annual audited and quarterly or monthly unaudited financial statements, as well as annual projections for the upcoming fiscal year. The Company determines the fair value of its limited partnership interests based on the most recently available net asset value of the partnership.
Under the income approach, the Company generally prepares and analyzes discounted cash flow models based on projections of the future free cash flows of the business.
The Company estimates the fair value of privately held warrants using a Black Scholes pricing model. At each reporting date, privately held warrants are valued based on an analysis of various factors and subjective assumptions including, but not limited to, the current stock price (by analyzing the portfolio company's operating performance and financial condition and general market conditions), the expected period until exercise, expected volatility of the underlying stock price, expected dividends and the risk free rate. Changes in the subjective input assumptions can materially affect the fair value estimates.
The Company's Board of Directors undertakes a multi-step valuation process each quarter in connection with determining the fair value of the investment portfolio:
The quarterly valuation process begins with each portfolio company or investment being initially valued either by the Company's capital markets group for quoted investments or the Company's finance department for unquoted investments;

33

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


Preliminary valuations are then reviewed and discussed with principals of the Investment Adviser;
Separately, independent valuation firms engaged by the Board of Directors prepare preliminary valuations of the Company's investments, on a selected basis, for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment, and submit the reports to the Company;
The finance department compares and contrasts its preliminary valuations to the preliminary valuations of the independent valuation firms;
The finance department prepares a valuation report for the Audit Committee of the Board of Directors;
The Audit Committee of the Board of Directors is apprised of the preliminary valuations of the independent valuation firms;
The Audit Committee of the Board of Directors reviews the preliminary valuations with the portfolio managers of the Investment Adviser, and the finance department responds and supplements the preliminary valuations to reflect any comments provided by the Audit Committee;
The Audit Committee of the Board of Directors makes a recommendation to the Board of Directors regarding the fair value of the investments in the Company's portfolio; and
The Board of Directors discusses valuations and determines the fair value of each investment in the Company's portfolio in good faith.
The fair value of each of the Company's investments at March 31, 2015 and September 30, 2014 was determined in good faith by the Board of Directors. The Board of Directors has authorized the engagement of independent valuation firms to provide valuation assistance. The Company will continue to engage independent valuation firms to provide assistance regarding the determination of the fair value of a portion of the Company's portfolio securities for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment each quarter, with a substantial portion being valued over the course of each fiscal year. However, the Board of Directors is ultimately and solely responsible for the valuation of the portfolio investments at fair value as determined in good faith pursuant to the Company's valuation policy and a consistently applied valuation process.
In certain cases, an independent valuation firm may perform a portfolio company valuation which is reviewed and, where appropriate, relied upon by the Company's Board of Directors in determining the fair value of such investment.
Investment Income:
Interest income, adjusted for accretion of original issue discount or "OID," is recorded on an accrual basis to the extent that such amounts are expected to be collected. The Company stops accruing interest on investments when it is determined that interest is no longer collectible. In connection with its investment, the Company sometimes receives nominal cost equity that is valued as part of the negotiation process with the particular portfolio company. When the Company receives nominal cost equity, the Company allocates its cost basis in its investment between its debt securities and its nominal cost equity at the time of origination. Any resulting discount from recording the loan, or otherwise purchasing a security at a discount, is accreted into interest income over the life of the loan.
For the Company's secured borrowings, the interest earned on the entire loan balance is recorded within interest income and the interest earned by the buyer from the partial loan sales is recorded within interest expense in the Consolidated Statements of Operations.
The Company generally recognizes dividend income on the ex-dividend date.
The Company has investments in debt securities which contain payment-in-kind ("PIK") interest provisions. PIK interest is computed at the contractual rate specified in each investment agreement and added to the principal balance of the investment and recorded as income. The Company stops accruing PIK interest on investments when it is determined that PIK interest is no longer collectible.
Fee income consists of the monthly servicing fees, advisory fees, structuring fees and prepayment fees that the Company receives in connection with its debt investments. These fees are recognized as earned.
The Company has also structured exit fees across certain of its portfolio investments to be received upon the future exit of those investments. Exit fees are fees which are payable upon the exit of a debt security. These fees are to be paid to the Company upon the sooner to occur of (i) a sale of the borrower or substantially all of the assets of the borrower, (ii) the maturity date of the loan or (iii) the date when full prepayment of the loan occurs. The receipt of such fees is contingent upon the occurrence of one of the events listed above for each of the investments. A percentage of these fees is included in net investment income over the life of the loan.

34

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


Gain on Extinguishment of Convertible Notes:
The Company may repurchase its convertible notes ("Convertible Notes") in accordance with the 1940 Act and the rules promulgated thereunder and may surrender these Convertible Notes to Deutsche Bank Trust Company Americas (the "Trustee"), as trustee, for cancellation. If the repurchase occurs at a purchase price below par value, a gain on the extinguishment of these Convertible Notes is recorded. The amount of the gain recorded is the difference between the reacquisition price and the net carrying amount of the Convertible Notes, net of the proportionate amount of unamortized debt issuance costs.
Cash and Cash Equivalents:
Cash and cash equivalents and restricted cash consist of demand deposits and highly liquid investments with maturities of three months or less, when acquired. The Company places its cash and cash equivalents with financial institutions and, at times, cash held in bank accounts may exceed the Federal Deposit Insurance Corporation ("FDIC") insured limit.
Restricted Cash:
As of March 31, 2015 , included in restricted cash is $5.8 million that was held at U.S. Bank, National Association in connection with the Company's Sumitomo facility (as defined in Note 6 — Lines of Credit). The Company is restricted in terms of access to this cash until such time as the Company submits its required monthly reporting schedules and Sumitomo Mitsui Banking Corporation verifies the Company's compliance per the terms of the credit agreement with the Company. Additionally, the Company has $0.6 million that is held at Wells Fargo Bank, National Association ("Wells Fargo") that represents collateral for standby letters of credit issued to portfolio companies under the Wells Fargo facility (as defined in Note 6 — Lines of Credit).
Due from Portfolio Companies:
Due from portfolio companies consists of amounts payable to the Company from its portfolio companies, excluding those amounts attributable to interest, dividends or fees receivable. These amounts are recognized as they become payable to the Company ( e.g. , principal payments on the scheduled amortization payment date).
Deferred Financing Costs:
Deferred financing costs consist of fees and expenses paid in connection with the closing or amending of credit facilities and debt offerings, and are capitalized at the time of payment. Deferred financing costs are amortized using the straight line method over the terms of the respective credit facilities and debt securities. This amortization expense is included in interest expense in the Company's Consolidated Statements of Operations. Upon early termination of a credit facility, the remaining balance of unamortized fees related to such facility is accelerated into interest expense.

Offering Costs:
Offering costs consist of fees and expenses incurred in connection with the public offer and sale of the Company's common stock, including legal, accounting and printing fees. There were no offering costs charged to capital during the six months ended March 31, 2015 and March 31, 2014 .
Income Taxes:
As a regulated investment company, or RIC, the Company is not subject to federal income tax on the portion of its taxable income and gains distributed currently to its stockholders as a dividend. The Company intends to distribute between 90% and 100% of its taxable income and gains, within the Subchapter M rules, and thus the Company anticipates that it will not incur any U.S. federal or state income tax at the RIC level. As a RIC, the Company is also subject to a 4% U.S. federal excise tax based on distribution requirements of its taxable income on a calendar year basis. The Company anticipates timely distribution of its taxable income within the tax rules. The Company did not incur a U.S. federal excise tax for calendar years 2012 and 2013 and does not expect to incur a U.S. federal excise tax for calendar year 2014. The Company may incur a U.S. federal excise tax in future years.
The purpose of the Company's taxable subsidiaries is to permit the Company to hold equity investments in portfolio companies which are "pass through" entities for U.S. federal income tax purposes in order to comply with the "source income" requirements contained in the RIC tax requirements. The taxable subsidiaries are not consolidated with the Company for U.S. federal income tax purposes and may generate income tax expense as a result of their ownership of certain portfolio investments. This income tax expense, if any, would be reflected in the Company's Consolidated Statements of Operations. The Company uses the asset and liability method to account for its taxable subsidiaries' income taxes. Using this method, the Company recognizes deferred tax assets and liabilities for the estimated future tax effects attributable to temporary differences between financial reporting and tax bases of assets and liabilities. In addition, the Company recognizes deferred tax benefits associated with net operating carry forwards that it may use to offset future tax

35

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


obligations. The Company measures deferred tax assets and liabilities using the enacted tax rates expected to apply to taxable income in the years in which it expects to recover or settle those temporary differences.
ASC 740 Accounting for Uncertainty in Income Taxes ("ASC 740") provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the Company's Consolidated Financial Statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company's tax returns to determine whether the tax positions are "more-likely-than-not" of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Management's determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an ongoing analysis of tax laws, regulations and interpretations thereof. The Company recognizes the tax benefits of uncertain tax positions only where the position is "more-likely-than-not" to be sustained assuming examination by tax authorities. Management has analyzed the Company's tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years 2011, 2012 or 2013. The Company identifies its major tax jurisdictions as U.S. Federal and Connecticut, and the Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months.
Secured Borrowings:
The Company follows the guidance in ASC 860 Transfers and Servicing when accounting for loan participations and other partial loan sales. Such guidance provides accounting and reporting standards for transfers and servicing of financial assets and requires a participation or other partial loan sale to meet the definition of a "participating interest," as defined in the guidance, in order for sale treatment to be allowed. Participations or other partial loan sales which do not meet the definition of a participating interest remain on the Company's Consolidated Statement of Assets and Liabilities and the proceeds are recorded as a secured borrowing until the definition is met. Secured borrowings are carried at fair value to correspond with the related investments, which are carried at fair value. See Note 15 for additional information.
Payable to Syndication Partners:
The Company acts as administrative agent for certain loans it originates and then syndicates. As administrative agent, the Company receives interest, principal and/or other payments from borrowers that gets redistributed to syndication partners. Such amounts are recorded as payable to syndication partners on the Consolidated Statements of Assets and Liabilities.
Fair Value Option:
The Company adopted ASC 825-10-25-1 Financial Instruments Fair Value Option ("ASC 825") as of February 19, 2014, and elected the fair value option for its secured borrowings which had a cost basis of $22.3 million in the aggregate, as of March 31, 2015 . The Company believes that by electing the fair value option for these financial instruments, it provides consistent measurement of the assets and liabilities which relate to the partial loan sales mentioned above.
Recent Accounting Pronouncements:
In May 2014, the FASB issued guidance to establish a comprehensive and converged standard on revenue recognition to enable financial statement users to better understand and consistently analyze an entity's revenue across industries, transactions and geographies. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The guidance also specifies the accounting for certain costs to obtain or fulfill a contract with a customer. The guidance requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. Qualitative and quantitative information is required to be disclosed about: (1) contracts with customers, (2) significant judgments and changes in judgments, and (3) assets recognized from costs to obtain or fulfill a contract. The new guidance will apply to all entities. The guidance is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2016. Early application is not permitted. The Company is in the process of evaluating the impact that this guidance will have on its financial statements.
In April 2015, the FASB issued a new accounting standards update that requires debt issuance costs (deferred financing costs) related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the related debt liability, similar to the presentation of debt discounts. The update is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The Company is in the process of evaluating the impact this guidance will have on its consolidated financial

36

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


statements, however, because the update impacts presentation and disclosure only, the Company does not believe adoption will have a significant impact on its consolidated financial statements.
Note 3. Portfolio Investments
At March 31, 2015 , 180.3% of net assets, or $2.5 billion , was invested in 137 portfolio investments, including the Company's investment in subordinated notes and LLC equity interests in Senior Loan Fund JV I, LLC ("SLF JV I") which had a fair value of $80.9 million and $9.0 million , respectively. During the same period, 7.7% of net assets, or $ 108.7 million , was invested in cash and cash equivalents. In comparison, at September 30, 2014 , 168.8% of net assets, or $ 2.5 billion , was invested in 124 portfolio investments, including the Company's investment in subordinated notes and LLC equity interests in SLF JV I which had a fair value of $54.0 million and $5.6 million , respectively. During the same period, 5.9% of net assets, or $ 86.7 million , was invested in cash and cash equivalents. As of March 31, 2015 , 80.1% of the Company's portfolio at fair value consisted of senior secured debt investments that were secured by priority liens on the assets of the portfolio companies. Moreover, the Company held equity investments in certain of its portfolio companies consisting of common stock, preferred stock, limited partnership interests or limited liability company interests. These instruments generally do not produce a current return but are held for potential investment appreciation and capital gain.
During the three and six months ended March 31, 2015 , the Company recorded net realized losses on investments and secured borrowings of $1.9 million and $19.5 million , respectively. During the three and six months ended March 31, 2014 , the Company recorded net realized gains (losses) on investments and secured borrowings of $(1.5) million and $1.7 million , respectively. During the three and six months ended March 31, 2015 , the Company recorded net unrealized depreciation on investments and secured borrowings of $2.2 million and $50.4 million , respectively. During the three and six months ended March 31, 2014 , the Company recorded net unrealized depreciation on investments and secured borrowings of $2.6 million and $8.3 million , respectively.
The composition of the Company's investments as of March 31, 2015 and September 30, 2014 at cost and fair value was as follows:
March 31, 2015
September 30, 2014
Cost
Fair Value
Cost
Fair Value
Investments in debt securities
$
2,359,175

$
2,296,782

$
2,309,405

$
2,291,459

Investments in equity securities
138,273

151,403

125,296

144,822

Debt investment in senior loan fund vehicle
80,985

80,934

53,984

53,984

Equity investment in senior loan fund vehicle
8,998

9,024

5,998

5,649

Total
$
2,587,431

$
2,538,143

$
2,494,683

$
2,495,914

The composition of the Company's debt investments as of March 31, 2015 and September 30, 2014 at fixed rates and floating rates was as follows:
March 31, 2015
September 30, 2014
Fair Value
% of Debt
Portfolio
Fair Value
% of Debt
Portfolio
Fixed rate debt securities
$
620,830

26.11
%
$
703,967

30.01
%
Floating rate debt securities, including subordinated notes of SLF JV I
1,756,886

73.89

1,641,476

69.99

Total
$
2,377,716

100.00
%
$
2,345,443

100.00
%

37

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


The following table presents the financial instruments carried at fair value as of March 31, 2015 , by caption on the Company's Consolidated Statement of Assets and Liabilities for each of the three levels of hierarchy established by ASC 820:
Level 1
Level 2
Level 3
Total
Investments in debt securities (senior secured)
$

$

$
2,033,631

$
2,033,631

Investments in debt securities (subordinated, including subordinated notes of SLF JV I)


315,184

315,184

Investments in debt securities (Collateralized loan obligation, or CLO)


28,901

28,901

Investments in equity securities (preferred)


28,425

28,425

Investments in equity securities (common, including LLC equity interests of SLF JV I)


132,002

132,002

Total investments at fair value
$

$

$
2,538,143

$
2,538,143

Secured borrowings relating to senior secured debt investments


22,248

22,248

Total liabilities at fair value
$

$

$
22,248

$
22,248

The following table presents the financial instruments carried at fair value as of September 30, 2014 , by caption on the Company's Consolidated Statement of Assets and Liabilities for each of the three levels of hierarchy established by ASC 820:
Level 1
Level 2
Level 3
Total
Investments in debt securities (senior secured)
$

$

$
1,972,088

$
1,972,088

Investments in debt securities (subordinated, including subordinated notes of SLF JV I)


343,855

343,855

Investments in debt securities (CLO)


29,500

29,500

Investments in equity securities (preferred)


26,469

26,469

Investments in equity securities (common, including LLC equity interests of SLF JV I)


124,002

124,002

Total investments at fair value
$

$

$
2,495,914

$
2,495,914

Secured borrowings relating to senior secured debt investments


84,803

84,803

Total liabilities at fair value
$

$

$
84,803

$
84,803


When a determination is made to classify a financial instrument within Level 3 of the valuation hierarchy, the determination is based upon the fact that the unobservable factors are the most significant to the overall fair value measurement. However, Level 3 financial instruments typically include, in addition to the unobservable or Level 3 components, observable components (that is, components that are actively quoted and can be validated by external sources). Accordingly, the appreciation (depreciation) in the tables below includes changes in fair value due in part to observable factors that are part of the valuation methodology.

38

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


The following table provides a roll-forward in the changes in fair value from December 31, 2014 to March 31, 2015 , for all investments for which the Company determines fair value using unobservable (Level 3) factors:
Investments
Liabilities
Senior Secured Debt
Subordinated
Debt (including subordinated notes of SLF JV I)
CLO Debt
Preferred
Equity
Common
Equity (including LLC equity interests of SLF JV I)
Total
Secured Borrowings
Fair value as of December 31, 2014
$
2,238,204

$
297,775

$
29,258

$
28,012

$
128,346

$
2,721,595

$
22,246

New investments & net revolver activity
171,636

19,262



7,462

198,360


Redemptions/repayments
(381,700
)




(381,700
)
(225
)
Net accrual of PIK interest income
1,640

1,021


451


3,112


Accretion of original issue discount
453





453


Net change in unearned income
116

43




159


Net unrealized appreciation (depreciation) on investments
5,186

(2,917
)
(357
)
(38
)
(3,818
)
(1,944
)

Net unrealized depreciation on secured borrowings






227

Realized loss on investments
(1,904
)



12

(1,892
)

Transfer into (out of) Level 3







Fair value as of March 31, 2015
$
2,033,631

$
315,184

$
28,901

$
28,425

$
132,002

$
2,538,143

$
22,248

Net unrealized appreciation (depreciation) relating to Level 3 assets & liabilities still held at March 31, 2015 and reported within net unrealized appreciation (depreciation) on investments and secured borrowings in the Consolidated Statement of Operations for the three months ended March 31, 2015
$
5,288

$
(2,917
)
$
(357
)
$
(38
)
$
(3,818
)
$
(1,842
)
$
227


The following table provides a roll-forward in the changes in fair value from December 31, 2013 to March 31, 2014 , for all investments for which the Company determines fair value using unobservable (Level 3) factors:
Investments
Liabilities
Senior Secured Debt
Subordinated
Debt
CLO Debt
Preferred
Equity
Common
Equity
Total
Secured Borrowings
Fair value as of December 31, 2013
$
1,928,209

$
304,033

$
29,500

$
25,952

$
89,018

$
2,376,712

$

New investments & net revolver activity
432,258

14,091


1,585

10,269

458,203


Proceeds from secured borrowings





47,750

Redemptions/repayments
(121,777
)
(30,000
)

(189
)

(151,966
)

Net accrual of PIK interest income
2,939

635


407


3,981


Accretion of original issue discount
223





223


Net change in unearned income
208

65




273


Net unrealized appreciation (depreciation) on investments
(7,160
)
(1,308
)

(1,903
)
7,788

(2,583
)

Net unrealized depreciation on secured borrowings






10

Unrealized adjustments due to deal exits
(545
)




(545
)

Transfer into (out of) Level 3







Fair value as of March 31, 2014
$
2,234,355

$
287,516

$
29,500

$
25,852

$
107,075

$
2,684,298

$
47,760

Net unrealized appreciation (depreciation) relating to Level 3 assets and liabilities still held at March 31, 2014 and reported within net unrealized appreciation (depreciation) on investments and secured borrowings in the Consolidated Statement of Operations for the three months ended March 31, 2014
$
(7,705
)
$
(1,308
)
$

$
(1,903
)
$
7,788

$
(3,128
)
$
10


39

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


The following table provides a roll-forward in the changes in fair value from September 30, 2014 to March 31, 2015 , for all investments for which the Company determines fair value using unobservable (Level 3) factors:
Investments
Liabilities
Senior Secured Debt
Subordinated
Debt (including subordinated notes of SLF JV I)
CLO Debt
Preferred
Equity
Common
Equity (including LLC equity interests of SLF JV I)
Total
Secured Borrowings
Fair value as of September 30, 2014
$
1,972,088

$
343,855

$
29,500

$
26,469

$
124,002

$
2,495,914

$
84,803

New investments & net revolver activity
877,169

27,001


2,488

14,030

920,688


Redemptions/repayments
(775,013
)
(39,964
)


(2,046
)
(817,023
)
(62,854
)
Net accrual of PIK interest income
3,475

2,484


899


6,858


Accretion of original issue discount
598




113

711


Net change in unearned income
468

267




735


Net unrealized depreciation on investments
(25,439
)
(18,459
)
(599
)
(258
)
(5,764
)
(50,519
)

Net unrealized depreciation on secured borrowings






559

Realized gain (loss) on investments
(19,715
)


(1,173
)
1,667

(19,221
)

Realized gain on secured borrowings






(259
)
Transfer into (out of) Level 3







Fair value as of March 31, 2015
$
2,033,631

$
315,184

$
28,901

$
28,425

$
132,002

$
2,538,143

$
22,248

Net unrealized appreciation (depreciation) relating to Level 3 assets & liabilities still held at March 31, 2015 and reported within net unrealized appreciation (depreciation) on investments and secured borrowings in the Consolidated Statement of Operations for the six months ended March 31, 2015
$
(36,281
)
$
(18,131
)
$
(599
)
$
658

$
(7,080
)
$
(61,433
)
$
300

The following table provides a roll-forward in the changes in fair value from September 30, 2013 to March 31, 2014 , for all investments for which the Company determines fair value using unobservable (Level 3) factors:
Investments
Liabilities
Senior Secured Debt
Subordinated
Debt
CLO Debt
Preferred
Equity
Common
Equity
Total
Secured Borrowings
Fair value as of September 30, 2013
$
1,467,665

$
296,298

$
29,500

$
25,648

$
73,935

$
1,893,046

$

New investments & net revolver activity
1,041,596

35,837


3,117

27,794

1,108,344


Proceeds from secured borrowings






47,750

Redemptions/repayments
(270,320
)
(43,757
)

(339
)
(2,695
)
(317,111
)

Net accrual of PIK interest income
4,413

143


814


5,370


Accretion of original issue discount
388





388


Net change in unearned income
209

221




430


Net unrealized appreciation (depreciation)
(9,372
)
(1,382
)

(3,388
)
5,841

(8,301
)

Net unrealized appreciation on secured borrowings






10

Unrealized adjustments due to deal exits
(224
)
156



2,200

2,132


Transfer into (out of) Level 3







Fair value as of March 31, 2014
$
2,234,355

$
287,516

$
29,500

$
25,852

$
107,075

$
2,684,298

$
47,760

Net unrealized appreciation (depreciation) relating to Level 3 assets and liabilities still held at March 31, 2014 and reported within net unrealized appreciation (depreciation) on investments and secured borrowings in the Consolidated Statement of Operations for the six months ended March 31, 2014
$
(9,596
)
$
(1,226
)
$

$
(3,388
)
$
8,041

$
(6,169
)
$
10


40

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)



The Company generally utilizes a bond yield model to estimate the fair value of its debt investments when there is not a readily available market value (Level 3), which model is based on the present value of expected cash flows from the debt investments. The significant observable inputs into the model are market interest rates for debt with similar characteristics, which are adjusted for the portfolio company's credit risk. The credit risk component of the valuation considers several factors including financial performance, business outlook, debt priority and collateral position. These factors are incorporated into the calculation of the capital structure premium, tranche specific risk premium/(discount), size premium and industry premium/(discount), which are significant unobservable inputs into the model.


41

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


Significant Unobservable Inputs for Level 3 Investments
The following tables provide quantitative information related to the significant unobservable inputs for Level 3 investments and secured borrowings, which are carried at fair value, as of March 31, 2015 and September 30, 2014 , respectively:
Asset
Fair Value
Valuation Technique
Unobservable Input
Range
Weighted
Average (c)
Senior secured debt
$
1,607,435

Bond yield approach
Capital structure premium
(a)
0.0%
-
2.0%
0.6%
Tranche specific risk premium/(discount)
(a)
(5.5)%
-
8.0%
1.3%
Size premium
(a)
0.5%
-
2.0%
1.2%
Industry premium/(discount)
(a)
(1.4)%
-
6.5%
0.1%
34,093

Market and income approach
Weighted average cost of capital
19.0%
-
27.0%
24.8%
Company specific risk premium
(a)
2.0%
-
10.0%
8.3%
Revenue growth rate
68.8%
-
68.8%
68.8%
392,103

Market quotations
Broker quoted price
(d)
N/A
-
N/A
N/A
Subordinated debt
207,322

Bond yield approach
Capital structure premium
(a)
2.0%
-
2.0%
2.0%
Tranche specific risk premium
(a)
0.7%
-
10.0%
3.6%
Size premium
(a)
1.0%
-
2.0%
1.3%
Industry premium/(discount)
(a)
(1.1)%
-
0.5%
0.1%
26,928

Market and income approach
Weighted average cost of capital
19.0%
-
23.0%
20.3%
Company specific risk premium
(a)
5.0%
-
6.0%
5.3%
Revenue growth rate
(0.3)%
-
0.0%
(0.3)%
EBITDA multiple
(b)
20.6x
-
20.6x
20.6x
SLF JV I subordinated debt
80,934

Bond yield approach
Capital structure premium
(a)
2.0%
-
2.0%
2.0%
Tranche specific risk discount
(a)
(1.6)%
-
(1.6)%
(1.6)%
Size premium
(a)
2.0%
-
2.0%
2.0%
Industry premium/(discount)
(a)
(1.3)%
-
(1.2)%
(1.2)%
CLO debt
28,901

Market quotations
Broker quoted price
(d)
N/A
-
N/A
N/A
SLF JV I equity
9,024

Net asset value
Net asset value
N/A
-
N/A
N/A
Preferred & common equity
151,403

Market and income approach
Weighted average cost of capital
12.0%
-
34.0%
15.0%
Company specific risk premium
(a)
1.0%
-
15.0%
2.6%
Revenue growth rate
0.2%
-
232.6%
5.4%
EBITDA multiple
(b)
1.4x
-
19.5x
7.6x
Book value multiple
(b)
1.2x
-
1.3x
1.2x
Total
$
2,538,143

Liability
Fair Value
Valuation Technique
Unobservable Input
Range
Weighted
Average (c)
Secured borrowings
$
22,248

Bond yield approach
Capital structure premium
(a)
0.0%
-
1.0%
0.8%
Tranche specific risk premium/(discount)
(a)
(3.8)%
-
0.2%
(0.7)%
Size premium
(a)
1.5%
-
1.5%
1.5%
Industry premium/(discount)
(a)
0.2%
-
0.2%
0.2%
Total
$
22,248

__________
(a)
Used when market participant would take into account this premium or discount when pricing the investment or secured borrowings.
(b)
Used when market participant would use such multiples when pricing the investment.
(c)
Weighted averages are calculated based on fair value of investments or secured borrowings.
(d)
The Company generally uses prices provided by an independent pricing service which are non-binding indicative prices on or near the valuation date as the primary basis for the fair value determinations for quoted senior secured debt investments and CLO

42

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


debt investments. Since these prices are non-binding, they may not be indicative of fair value. Each quoted price is evaluated by the Audit Committee in conjunction with additional information compiled by the Company, including financial performance, recent business developments and various other factors.
Asset
Fair Value
Valuation Technique
Unobservable Input
Range
Weighted
Average (c)
Senior secured debt
$
1,954,623

Bond yield approach
Capital structure premium
(a)
0.0%
-
2.0%
0.9%
Tranche specific risk premium/(discount)
(a)
(4.3)%
-
10.0%
1.4%
Size premium
(a)
0.5%
-
2.0%
1.2%
Industry premium/(discount)
(a)
(1.3)%
-
1.3%
0.3%
17,465

Market and income approach
Weighted average cost of capital
27.0%
-
27.0%
27.0%
Company specific risk premium
(a)
10.0%
-
10.0%
10.0%
Revenue growth rate
(29.5)%
(29.5)%
(29.5)%
Subordinated debt
343,506

Bond yield approach
Capital structure premium
(a)
2.0%
-
2.0%
2.0%
Tranche specific risk premium
(a)
1.0%
-
11.5%
4.5%
Size premium
(a)
0.5%
-
2.0%
1.2%
Industry premium/(discount)
(a)
(0.6)%
-
1.2%
0.4%
CLO debt
29,500

Bond yield approach
Market yield
13.3%
-
13.8%
13.5%
SLF JV I
5,998

Net asset value
N/A
N/A
-
N/A
N/A
Preferred & common equity
144,822

Market and income approach
Weighted average cost of capital
14.0%
-
34.0%
17.8%
Company specific risk premium
(a)
1.0%
-
15.0%
2.8%
Revenue growth rate
(29.5)%
-
78.3%
10.0%
EBITDA multiple
(b)
1.4x
-
14.0x
9.3x
Revenue multiple
(b)
3.5x
-
5.2x
4.3x
Book value multiple
(b)
0.9x
-
1.1x
0.9x
Total
$
2,495,914

Liability
Fair Value
Valuation Technique
Unobservable Input
Range
Weighted
Average (c)
Secured borrowings
$
84,803

Bond yield approach
Capital structure premium
(a)
0.0%
-
0.0%
0.0%
Tranche specific risk premium/(discount)
(a)
(4.3)%
-
(3.8)%
(4.1)%
Size premium
(a)
1.0%
-
2.0%
1.3%
Industry premium/(discount)
(a)
0.4%
-
1.0%
0.9%
Total
$
84,803

__________
(a)
Used when market participant would take into account this premium or discount when pricing the investment or secured borrowings.
(b)
Used when market participant would use such multiples when pricing the investment.
(c)
Weighted averages are calculated based on fair value of investments or secured borrowings.
Under the bond yield approach, the significant unobservable inputs used in the fair value measurement of the Company's investments in debt securities are capital structure premium, tranche specific risk premium/(discount), size premium and industry premium/(discount). Significant increases or decreases in any of those inputs in isolation may result in a significantly lower or higher fair value measurement, respectively.
Under the market and income approaches, the significant unobservable inputs used in the fair value measurement of the Company's investments in debt or equity securities are the weighted average cost of capital, company specific risk premium, revenue growth rate, EBITDA multiple, revenue multiple and book value multiple. Significant increases or decreases in a portfolio company's weighted average cost of capital or company specific risk premium in isolation may result in a significantly lower or higher fair value

43

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


measurement, respectively. Significant increases or decreases in the revenue growth rate or valuation multiples in isolation may result in a significantly higher or lower fair value measurement, respectively.
Financial Instruments Disclosed, But Not Carried, At Fair Value
The following table presents the carrying value and fair value of the Company's financial liabilities disclosed, but not carried, at fair value as of March 31, 2015 , and the level of each financial liability within the fair value hierarchy:
Carrying
Value
Fair Value
Level 1
Level 2
Level 3
Credit facilities payable
$
512,295

$
512,295

$

$

$
512,295

SBA debentures payable
225,000

200,257



200,257

Unsecured convertible notes payable
115,000

117,875



117,875

Unsecured notes payable
410,187

418,236


160,361

257,875

Total
$
1,262,482

$
1,248,663

$

$
160,361

$
1,088,302

The following table presents the carrying value and fair value of the Company's financial liabilities disclosed, but not carried, at fair value as of September 30, 2014 and the level of each financial liability within the fair value hierarchy:
Carrying
Value
Fair Value
Level 1
Level 2
Level 3
Credit facilities payable
$
317,395

$
317,395

$

$

$
317,395

SBA debentures payable
225,000

197,126



197,126

Unsecured convertible notes payable
115,000

119,025



119,025

Unsecured notes payable
409,878

416,539


157,864

258,675

Total
$
1,067,273

$
1,050,085

$

$
157,864

$
892,221


The carrying values of credit facilities payable approximates their fair values and are included in Level 3 of the hierarchy.
The Company utilizes the bond yield approach to estimate the fair values of its SBA debentures payable, which are included in Level 3 of the hierarchy. Under the bond yield approach, the Company uses bond yield models to determine the present value of the future cash flows streams for the debentures. The Company reviews various sources of data involving investments with similar characteristics and assesses the information in the valuation process.
The Company uses the non-binding indicative quoted price as of the valuation date to estimate the fair value of its 4.875% unsecured notes due 2019 and Convertible Notes, which are included in Level 3 of the hierarchy.
The Company uses the unadjusted quoted price as of the valuation date to calculate the fair value of its 5.875% unsecured notes due 2024 and its 6.125% unsecured notes due 2028, which trade under the symbol "FSCE" on the New York Stock Exchange and the symbol "FSCFL" on the NASDAQ Stock Exchange, respectively. As such, these securities are included in Level 2 of the hierarchy.
Off-Balance Sheet Arrangements
The Company's off-balance sheet arrangements consisted of $322.8 million and $325.0 million of unfunded commitments to provide debt and equity financing to its portfolio companies or to fund limited partnership interests as of March 31, 2015 and September 30, 2014 , respectively. Such commitments are subject to the portfolio companies' satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees, elements of credit risk in excess of the amount recognized in the Consolidated Statements of Assets and Liabilities and are not reflected in the Company's Consolidated Statements of Assets and Liabilities.
A summary of the composition of the unfunded commitments (consisting of revolvers, term loans, SLF JV I subordinated notes and LLC interests and limited partnership interests) as of March 31, 2015 and September 30, 2014 is shown in the table below:
March 31, 2015
September 30, 2014
Senior Loan Fund JV 1, LLC
$
85,016

$
115,018

Yeti Acquisition, LLC
20,000

15,000

Lift Brands Holdings, Inc.
18,000

20,000

BMC Software Finance, Inc.
15,000

15,000

P2 Upstream Acquisition Co.
10,000

10,000


44

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


TigerText, Inc.
10,000


RP Crown Parent, LLC
9,868

10,000

Deltek, Inc.
9,713

3,213

Ameritox, Ltd
8,533


Trialcard Incorporated
7,800


Refac Optical Group
6,400

6,400

Thing5, LLC
6,000

6,000

BeyondTrust Software, Inc.
5,995

9,375

TIBCO Software, Inc.
5,800


InMotion Entertainment Group, LLC
5,481

7,916

Integrated Petroleum Technologies, Inc.
5,397

5,397

Integral Development Corporation
5,000

5,000

OnCourse Learning Corporation
5,000

3,000

EOS Fitness Opco Holdings, LLC
5,000


Penn Foster, Inc.
5,000


Metamorph US 3, LLC
4,900


Adventure Interactive, Corp.
4,846

4,846

Edge Fitness, LLC
4,500


First American Payment Systems, LP
4,342

5,000

World 50, Inc.
4,000

4,000

First Choice ER, LLC (1)
3,951

9,181

Motion Recruitment Partners LLC
3,900


All Web Leads, Inc.
3,500

3,500

WeddingWire, Inc.
3,000


OmniSYS Acquisition Corporation
2,500

2,500

Idera, Inc.
2,400


Chicago Growth Partners L.P. (limited partnership interest)
2,000

2,000

ExamSoft Worldwide, Inc.
2,000


Eagle Hospital Physicians, Inc.
1,820

1,820

Discovery Practice Management, Inc.
1,808

2,682

Tailwind Capital Partners II, L.P. (limited partnership interest)
1,704

1,726

TransTrade Operators, Inc.
1,694

2,255

Webster Capital III, L.P. (limited partnership)
1,638

2,000

SPC Partners V, L.P. (limited partnership interest)
1,428

1,415

Beecken Petty O'Keefe Fund IV, L.P. (limited partnership interest)
1,422

1,433

Riverside Fund V, LP (limited partnership interest)
1,381

1,422

Garretson Firm Resolution Group, Inc.
1,206

859

Teaching Strategies, LLC
1,200

5,000

Ansira Partners, Inc.
1,190

1,190

Phoenix Brands Merger Sub LLC
1,071

1,286

Miche Group, LLC
1,050


Psilos Group Partners IV, LP (limited partnership interest)
1,000

1,000

Moelis Capital Partners Opportunity Fund I-B, L.P. (limited partnership interest)
992

1,285

L Squared Capital Partners (limited partnership interest)
999

1,000

RCP Direct II, LP (limited partnership interest)
900

990

Total Military Management, Inc.
857

857

Sterling Capital Partners IV, L.P. (limited partnership interest)
918

1,126

HealthDrive Corporation
734

734

Milestone Partners IV, LP (limited partnership interest)
666

869

Bunker Hill Capital II (QP), LP (limited partnership interest)
620

632

RCP Direct, LP (limited partnership interest)
204

344

Riverlake Equity Partners II, LP (limited partnership interest)
358

358

Riverside Fund IV, LP (limited partnership interest)
357

357

ACON Equity Partners III, LP (limited partnership interest)
323

502

Pingora MSR Opportunity Fund I, LP (limited partnership interest)
286

5,944

Baird Capital Partners V, LP (limited partnership interest)
153

174

Drugtest, Inc.

10,900

Charter Brokerage, LLC

4,000

CPASS Acquisition Company

2,500

Olson + Co., Inc.

1,673

CCCG, LLC

1,520

Enhanced Recovery Company, LLC

1,500


45

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


2Checkout.com, Inc.

850

American Cadastre, LLC

405

Total
$
322,821

$
324,954

_________
(1) In addition to the Company's revolving commitment, the Company has extended a $105.2 million delayed draw term loan facility to First Choice ER, LLC. Specific amounts are made available to the borrower as certain financial requirements are satisfied. As of March 31, 2015, there was no availability under this delayed draw facility which was drawn at $49.0 million as of such date.
Portfolio Composition
Summaries of the composition of the Company's investment portfolio at cost and fair value as a percentage of total investments are shown in the following tables:
March 31, 2015
September 30, 2014
Cost:
Senior secured debt
$
2,075,723

80.22
%
$
1,988,739

79.72
%
Subordinated debt
253,952

9.81

291,166

11.67

CLO debt
29,500

1.14

29,500

1.18

Subordinated notes of SLF JV I
80,985

3.13

53,984

2.16

LLC equity interests of SLF JV I
8,998

0.35

5,998

0.24

Purchased equity
115,536

4.47

107,465

4.31

Equity grants
3,085

0.12

5,409

0.22

Limited partnership interests
19,652

0.76

12,422

0.50

Total
$
2,587,431

100.00
%
$
2,494,683

100.00
%
Fair Value:
Senior secured debt
$
2,033,631

80.12
%
$
1,972,088

79.01
%
Subordinated debt
234,250

9.23

289,871

11.61

CLO debt
28,901

1.14

29,500

1.18

Subordinated notes of SLF JV I
80,934

3.19

53,984

2.16

LLC equity interests of SLF JV I
9,024

0.36

5,649

0.23

Purchased equity
124,595

4.91

125,834

5.04

Equity grants
7,736

0.30

7,384

0.30

Limited partnership interests
19,072

0.75

11,604

0.47

Total
$
2,538,143

100.00
%
$
2,495,914

100.00
%


46

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


The Company primarily invests in portfolio companies located in North America. The geographic composition is determined by the location of the corporate headquarters of the portfolio company, which may not be indicative of the primary source of the portfolio company's business. The following tables show the portfolio composition by geographic region at cost and fair value as a percentage of total investments:
March 31, 2015
September 30, 2014
Cost:
Northeast U.S.
$
889,078

34.36
%
$
729,792

29.25
%
Southwest U.S.
490,814

18.97

537,232

21.54

Midwest U.S.
433,694

16.76

428,577

17.18

West U.S.
339,728

13.13

268,738

10.77

Southeast U.S.
285,423

11.03

361,198

14.48

International
148,694

5.75

169,146

6.78

Total
$
2,587,431

100.00
%
$
2,494,683

100.00
%
Fair Value:
Northeast U.S.
$
874,013

34.44
%
$
738,774

29.61
%
Southwest U.S.
461,036

18.16

526,115

21.08

Midwest U.S.
419,330

16.52

428,771

17.18

West U.S.
339,841

13.39

260,173

10.42

Southeast U.S.
294,192

11.59

369,007

14.78

International
149,731

5.90

173,074

6.93

Total
$
2,538,143

100.00
%
$
2,495,914

100.00
%

47

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


The composition of the Company's portfolio by industry at cost and fair value as of March 31, 2015 and September 30, 2014 were as follows:
March 31, 2015
September 30, 2014
Cost:
Healthcare services
$
497,044

19.21
%
$
374,684

15.03
%
Internet software & services
300,843

11.63

157,348

6.31

Education services
168,678

6.52

233,203

9.35

Advertising
137,748

5.32

164,483

6.59

Specialized finance
119,703

4.63

118,726

4.76

Airlines
104,515

4.04

129,116

5.18

Diversified support services
103,481

4.00

117,476

4.71

Multi-sector holdings
99,922

3.86

68,348

2.74

Data processing & outsourced services
92,854

3.57

60,292

2.42

Healthcare equipment
71,383

2.76

75,767

3.04

Application software
65,519

2.53

139,008

5.57

Oil & gas equipment services
65,343

2.52

96,312

3.86

Industrial machinery
64,239

2.48

53,329

2.14

Leisure facilities
62,188

2.40

49,248

1.97

Specialty stores
60,603

2.34

61,256

2.46

IT consulting & other services
52,787

2.04

96,262

3.86

Research & consulting services
51,664

2.00

14,808

0.59

Integrated telecommunication services
49,268

1.90

46,567

1.87

Pharmaceuticals
46,536

1.80

46,380

1.86

Household products
36,630

1.42

37,975

1.52

Construction & engineering
35,837

1.39

34,695

1.39

Human resources & employment services
30,528

1.18

51,097

2.05

Leisure products
30,155

1.17

20,747

0.83

Asset management & custody banks
29,500

1.14

29,500

1.18

Air freight and logistics
28,276

1.09

32,522

1.30

Home improvement retail
27,125

1.05

27,531

1.10

Cable & satellite
27,000

1.04

27,000

1.08

Apparel, accessories & luxury goods
22,069

0.85

35,578

1.43

Consumer electronics
21,402

0.83

18,992

0.76

Auto parts & equipment
16,500

0.64

16,500

0.66

Other diversified financial services
15,511

0.60

15,500

0.62

Security & alarm services
13,366

0.52

13,285

0.53

Food retail
11,000

0.43



Specialty chemicals
10,500

0.41

13,500

0.54

Thrift & mortgage finance
9,714

0.38

4,056

0.16

Healthcare technology
8,000

0.31

8,000

0.32

Systems software


5,592

0.22

Total
$
2,587,431

100.00
%
$
2,494,683

100.00
%


48

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


March 31, 2015
September 30, 2014
Fair Value:
Healthcare services
$
499,856

19.69
%
$
380,347

15.23
%
Internet software & services
301,583

11.88

160,509

6.43

Education services
152,889

6.02

231,678

9.28

Advertising
137,171

5.40

164,207

6.58

Specialized finance
118,121

4.65

128,721

5.16

Airlines
107,804

4.25

133,056

5.33

Diversified support services
102,867

4.05

117,600

4.71

Multi-sector holdings
99,405

3.94

67,273

2.70

Data processing & outsourced services
92,480

3.64

59,833

2.40

Healthcare equipment
71,881

2.83

76,296

3.06

Industrial machinery
66,624

2.62

140,262

5.62

Application software
66,211

2.61

54,830

2.20

Leisure facilities
63,382

2.50

49,306

1.98

Specialty stores
58,777

2.32

59,485

2.38

IT consulting & other services
52,564

2.07

97,027

3.89

Research & consulting services
51,446

2.03

14,962

0.60

Integrated Telecommunication Services
48,366

1.91

92,571

3.71

Pharmaceuticals
47,826

1.88

46,488

1.86

Oil & gas equipment services
46,690

1.84

46,630

1.87

Construction & engineering
37,863

1.49

38,582

1.55

Leisure products
34,373

1.35

23,583

0.94

Human resources & employment services
31,275

1.23

51,486

2.06

Asset management & custody banks
28,901

1.14

29,500

1.18

Home improvement retail
27,690

1.09

27,897

1.12

Cable & satellite
27,270

1.07

27,019

1.08

Household products
23,101

0.91

36,678

1.47

Apparel, accessories & luxury goods
21,488

0.85

22,659

0.91

Consumer electronics
21,572

0.85

19,220

0.77

Auto parts & equipment
18,047

0.71

17,507

0.70

Other diversified financial services
15,775

0.62

15,605

0.63

Security & alarm services
13,277

0.52

13,255

0.53

Air freight and logistics
12,593

0.50

20,868

0.84

Food retail
10,890

0.43



Specialty chemicals
10,601

0.42

13,580

0.54

Thrift & mortgage finance
9,624

0.38

3,966

0.16

Healthcare technology
7,860

0.31

8,083

0.32

Systems software


5,345

0.21

Total
$
2,538,143

100.00
%
$
2,495,914

100.00
%
The Company's investments are generally in small and mid-sized companies in a variety of industries. At March 31, 2015 and September 30, 2014 , the Company had no single investment that represented greater than 5% of the total investment portfolio at fair value. Income, consisting of interest, dividends, fees, other investment income and realization of gains or losses, can fluctuate upon repayment or sale of an investment and in any given year can be highly concentrated among several investments. For the three and six months ended March 31, 2015 and March 31, 2014 no individual investment produced income that exceeded 10% of investment income.

49

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


Unconsolidated Significant Subsidiaries
In accordance with SEC Regulation S-X Rule 10-01(b)(1), the Company must determine which of its unconsolidated portfolio companies, if any, are considered "significant subsidiaries." After performing this analysis, the Company determined that HFG Holdings, LLC is a significant subsidiary for the six months ended March 31, 2015 and March 31, 2014 under at least one of the significance conditions of Rule 10-01(b)(1) of SEC Regulation S-X. As such, the Company has provided summary financial information as shown below:
Statement of operations items
Six months
ended
March 31, 2015
Six months
ended
March 31, 2014
Revenues, net of interest expense and provision for loan losses
$12,358
$13,495
Total expenses
13,067
14,098
Net loss
$(709)
$(603)
Additionally, SLF JV I also meets the determination of a significant subsidiary and its summary financial information is presented in the "Senior Loan Fund JV I" heading below. Four additional portfolio companies met the test although their summary financial information was not considered meaningful.
Senior Loan Fund JV I:
In May 2014, the Company entered into an LLC agreement with Trinity Universal Insurance Company, a subsidiary of Kemper Corporation ("Kemper") to form SLF JV I. On July 1, 2014, SLF JV I began investing in senior secured loans of middle market companies and other corporate debt securities. The Company co-invests in these securities with Kemper through its investment in SLF JV I. SLF JV I is managed by a four person Board of Directors, two of whom are selected by the Company and two of whom are selected by Kemper. SLF JV I is capitalized pro rata with subordinated notes and LLC equity interests as transactions are completed. The subordinated notes mature on May 2, 2021. All portfolio decisions and investment decisions in respect of SLF JV I must be approved by the SLF JV I investment committee, which consists of one representative of the Company and one representative of Kemper (with approval from a representative of each required). As of March 31, 2015 and September 30, 2014 , the Company and Kemper owned, in the aggregate, 87.5% and 12.5% , respectively, of each of the outstanding subordinated notes and LLC equity interests.
The Company has determined that SLF JV I is an investment company under ASC 946, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a wholly-owned investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company does not consolidate its noncontrolling interest in SLF JV I.
As of March 31, 2015 and September 30, 2014 , SLF JV I had total assets of $308.1 million and $186.0 million , respectively. The Company's investment in SLF JV I consisted of LLC equity interests of $9.0 million and subordinated notes of $80.9 million , at fair value as of March 31, 2015 . As of September 30, 2014 , the Company's investment consisted of LLC equity interests of $5.6 million and subordinated notes of $54.0 million , at fair value. The subordinated notes are junior in right of payment to the repayment of temporary contributions made by the Company to fund investments of SLF JV I. SLF JV I's portfolio consisted of middle-market and other corporate debt securities of 27 and 18 "eligible portfolio companies" (as defined in the Section 2(a)(46) of the 1940 Act) as of March 31, 2015 and September 30, 2014 , respectively. As of March 31, 2015 , the largest investment in a single company in SLF JV I's portfolio in aggregate principal amount was $20.0 million , and the five largest investments in portfolio companies in SLF JV I totaled $89.4 million in aggregate principal amount. As of September 30, 2014 , the largest investment in a single company in SLF JV I's portfolio in aggregate principal amount was $20.0 million , and the five largest investments in portfolio companies in SLF JV I totaled $60.0 million in aggregate principal amount. The portfolio companies in SLF JV I are in industries similar to those in which the Company may invest directly.
As of March 31, 2015 , SLF JV I had total capital commitments of $200.0 million , $175.0 million of which was from the Company and the remaining $25.0 million from Kemper. Approximately $102.8 million and $68.6 million was funded as of March 31, 2015 and September 30, 2014 , respectively, relating to these commitments, of which $90.0 million and $60.0 million , respectively, was from the Company. As of March 31, 2015 and September 30, 2014 , the Company had commitments to fund subordinated notes to SLF JV I of $157.5 million , of which $76.5 million and $103.5 million was unfunded, respectively. As of March 31, 2015 and September 30, 2014 , the Company had commitments to fund LLC equity interests in SLF JV I of $17.5 million , of which $8.5 million and $11.5 million was unfunded, respectively. Additionally, SLF JV I had a senior revolving credit facility with Deutsche Bank AG, New York Branch ("Deutsche Bank facility") with a stated maturity date of July 1, 2019, which permitted up to $200.0 million of borrowings as of March 31, 2015 and September 30, 2014 . Borrowings under the facility bore interest at a rate equal to the 3-month

50

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


LIBOR plus 2.25% per annum with no LIBOR floor as of March 31, 2015 . Under the Deutsche Bank facility, $200.0 million and $109.3 million was outstanding as of March 31, 2015 and September 30, 2014 , respectively.
Below is a summary of SLF JV I's portfolio, followed by a listing of the individual loans in SLF JV I's portfolio as of March 31, 2015 and September 30, 2014 :

March 31, 2015
September 30, 2014
Senior secured loans (1)
$290,533
$158,451
Weighted average current interest rate on senior secured loans (2)
7.96%
8.09%
Number of borrowers in SLF JV I
27
18
Largest loan to a single borrower (1)
$20,000
$20,000
Total of five largest loans to borrowers (1)
$89,356
$60,000
__________
(1) At principal amount.
(2) Computed as the (a) annual interest on accruing senior secured loans divided by (b) total senior secured loans at fair value.


51

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


SLF JV I Loan Portfolio as of March 31, 2015
Portfolio Company
Industry
Investment Type
Maturity Date
Current Interest Rate (1)
Principal
Cost
Fair Value (2)
AdVenture Interactive, Corp. (3)
Advertising
First Lien
3/22/2018
LIBOR+7.75% (1% floor)
$
9,907

$
9,860

$
9,887

All Web Leads, Inc. (3)
Advertising
First Lien
11/26/2018
LIBOR+8% (1% floor)
9,810

9,810

9,767

AMAG Pharmaceuticals, Inc.
Pharmaceuticals
First Lien
11/20/2020
LIBOR+6.25% (1% floor)
14,625

14,625

14,790

Ameritox Ltd. (3)
Healthcare services
First Lien
6/23/2019
LIBOR+7.5% (1% floor)
19,875

19,490

19,496

Ansira Partners, Inc.
Advertising
First Lien
5/4/2017
LIBOR+5.0% (1.5% floor)
8,312

8,291

8,313

Digicert, Inc. (3)
Internet software & services
Second Lien
6/2/2020
LIBOR+8.25% (1% floor)
8,750

8,679

8,695

EOS Fitness Opco Holdings, LLC (3)
Leisure facilities
First Lien
12/30/2019
LIBOR+8.75% (0.75% floor)
19,950

19,950

19,745

First Choice ER, LLC (3)
Healthcare services
First Lien
10/31/2018
LIBOR+7.5% (1% floor)
20,000

20,017

20,098

Garretson Firm Resolution Group, Inc.
Diversified support services
First Lien
12/20/2018
LIBOR+5% (1.25% floor)
6,551

6,543

6,469

GTCR Valor Companies, Inc.
Advertising
First Lien
5/30/2021
LIBOR+5% (1% floor)
9,950

9,725

9,925

Idera Inc. (3)
Internet software & services
First Lien
11/5/2020
LIBOR+5.5% (0.5% floor)
10,000

9,856

9,913

InMotion Entertainment Group, LLC (3)
Consumer electronics
First Lien
10/1/2018
LIBOR+7.75% (1.25% floor)
10,000

10,033

10,173

Integrated Petroleum Technologies, Inc. (3)
Oil & gas equipment services
First Lien
3/31/2019
LIBOR+7.5% (1% floor)
9,811

9,811

9,545

Lift Brands, Inc. (3)
Leisure facilities
First Lien
12/23/2019
LIBOR+7.5% (1% floor)
9,810

9,810

9,875

MedTech Group, Inc.
Healthcare equipment
First Lien
9/7/2016
LIBOR+5.25% (1.25% floor)
12,092

12,069

11,849

Meritas Schools Holdings LLC
Education services
First Lien
6/25/2019
LIBOR+5.75% (1.25% floor)
5,831

5,825

5,831

Metamorph US 3, LLC (3)
Internet software & services
First Lien
12/1/2020
LIBOR+5.5% (1% floor)
12,422

12,240

12,242

Motion Recruitment Partners LLC (3)
Human resources & employment services
First Lien
2/13/2020
LIBOR+6% (1% floor)
5,000

4,889

5,000

OmniSYS Acquisition Corporation (3)
Diversified support services
First Lien
11/21/2018
LIBOR+7.5% (1% floor)
9,810

9,810

9,810

OnCourse Learning Corporation (3)
Education services
First Lien
2/28/2019
LIBOR+7.5% (1% floor)
10,000

10,000

9,961

TIBCO Software, Inc.
Internet software & services
First Lien
12/4/2020
LIBOR+5.5% (1% floor)
6,000

5,727

6,011

Total Military Management, Inc.
Air freight and logistics
First Lien
3/31/2019
LIBOR+5.75% (1.25% floor)
12,757

12,765

12,761

TravelClick, Inc. (3)
Internet software & services
Second Lien
11/8/2021
LIBOR+7.5% (1% floor)
10,000

10,000

9,825

TrialCard Incorporated (3)
Healthcare services
First Lien
12/31/2019
LIBOR+5.25% (1% floor)
14,906

14,764

14,810

Yeti Acquisition, LLC (3)
Leisure products
First Lien
6/15/2017
LIBOR+7% (1.25% floor)
5,766

5,803

5,753

First Lien
6/15/2017
LIBOR+10.25% (1.25% floor) 1% PIK
3,710

3,727

3,712


9,530

9,465

TV Borrower US, LLC
Integrated telecommunications services
First Lien
1/8/2021
LIBOR+5% (1% floor)
9,950

9,951

9,767

Vitera Healthcare Solutions, LLC
Healthcare technology
First Lien
11/4/2020
LIBOR+5% (1% floor)
4,938

4,939

4,955

$
290,533

$
289,009

$
288,978

__________
(1) Represents the interest rate as of March 31, 2015 . All interest rates are payable in cash, unless otherwise noted.
(2) Represents the fair value determined utilizing a similar process as the Company in accordance with ASC 820. However, the determination of such fair value is not included in the Company's Board of Directors' valuation process described elsewhere herein.
(3) This investment is held by both the Company and SLF JV I at March 31, 2015 .


52

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


SLF JV I Loan Portfolio as of September 30, 2014
Portfolio Company
Industry
Investment Type
Maturity Date
Current Interest Rate (1)
Principal
Cost
Fair Value (2)
All Web Leads, Inc. (3)
Advertising
First Lien
11/26/2018
LIBOR+8% (1% floor)
$
9,937

$
9,937

$
9,867

Ansira Partners, Inc. (3)
Advertising
First Lien
5/4/2017
LIBOR+5.0% (1.5% floor)
3,553

3,536

3,549

Drugtest, Inc. (3)
Human resources & employment services
First Lien
6/27/2018
LIBOR+ 5.75% (1% floor)
9,859

9,924

9,940

First Choice ER, LLC (3)
Healthcare services
First Lien
10/31/2018
LIBOR+7.5% (1% floor)
20,000

20,019

20,166

InMotion Entertainment Group, LLC (3)
Consumer electronics
First Lien
10/1/2018
LIBOR+7.75% (1.25% floor)
10,000

10,038

10,043

Integrated Petroleum Technologies, Inc. (3)
Oil & gas equipment services
First Lien
3/31/2019
LIBOR+7.5% (1% floor)
9,937

9,937

9,987

Lift Brands, Inc. (3)
Leisure facilities
First Lien
12/23/2019
LIBOR+7.5% (1% floor)
9,937

9,937

9,881

MedTech Group, Inc.
Healthcare equipment
First Lien
9/7/2016
LIBOR+5.25% (1.25% floor)
4,663

4,667

4,644

Olson + Co., Inc. (3)
Advertising
First Lien
9/30/2017
LIBOR+5.75% (1.5% floor)
4,257

4,257

4,257

OmniSYS Acquisition Corporation (3)
Diversified support services
First Lien
11/21/2018
LIBOR+7.5% (1% floor)
9,937

9,937

9,887

OnCourse Learning Corporation (3)
Education services
First Lien
2/28/2019
LIBOR+7.5% (1% floor)
10,000

10,000

10,030

Teaching Strategies, LLC (3)
Education services
First Lien
12/21/2017
LIBOR+6% (1.25% floor)
9,490

9,592

9,490

Total Military Management, Inc. (3)
Air freight and logistics
First Lien
3/31/2019
LIBOR+5.75% (1.25% floor)
3,343

3,343

3,346

Yeti Acquisition, LLC (3)
Leisure products
First Lien
6/15/2017
LIBOR+7% (1.25% floor)
6,115

6,161

6,115

First Lien
6/15/2017
LIBOR+10.25% (1.25% floor) 1% PIK
3,710

3,731

3,710

9,825

9,892

9,825

TV Borrower US, LLC
Integrated telecommunications services
First Lien
1/8/2021
LIBOR+5.0% (1% floor)
10,000

10,000

10,000

Vitera Healthcare Solutions, LLC
Healthcare technology
First Lien
11/4/2020
LIBOR+5% (1% floor)
4,963

4,963

4,980

H.D. Vest, Inc.
Specialty Finance
First Lien
6/18/2019
LIBOR+8% (1.25% floor)
8,750

8,820

8,820

TravelClick, Inc. (3)
Internet software & services
Second Lien
11/8/2021
LIBOR+7.75% (1% floor)
10,000

10,000

9,971

$
158,451

$
158,799

$
158,683

__________
(1) Represents the interest rate as of September 30, 2014 . All interest rates are payable in cash, unless otherwise noted.
(2) Represents the fair value determined utilizing a similar process as the Company in accordance with ASC 820. However, the determination of such fair value is not included in the Company's Board of Directors' valuation process described elsewhere herein.
(3) This investment was held by both the Company and SLF JV I at September 30, 2014 .
The amortized cost and fair value of the subordinated notes held by the Company was $81.0 million and $80.9 million , respectively as of March 31, 2015 and $54.0 million as of September 30, 2014 . The subordinated notes bear interest at a rate of LIBOR plus 8.0% and the Company earned interest income of $1.5 million and $2.7 million on its investments in these notes for the three and six months ended March 31, 2015 , respectively. The cost and fair value of the LLC equity interests held by the Company was $9.0 million as of March 31, 2015 , and $6.0 million and $5.6 million, respectively, as of September 30, 2014 . The Company earned dividend income of $1.8 million and $3.0 million for the three and six months ended March 31, 2015 , respectively, with respect to its LLC equity interests. The LLC equity interests are dividend producing to the extent there is residual income to be distributed on a quarterly basis.

53

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


Below is certain summarized financial information for SLF JV I as of March 31, 2015 and September 30, 2014 and for the three and six months ended March 31, 2015 :
March 31, 2015
September 30, 2014
Selected Balance Sheet Information:
Investments in loans at fair value (cost March 31, 2015: $289,009, and September 30, 2014:$158,799)
$
288,978

$
158,683

Receivables from secured financing arrangement at fair value (cost March 31, 2015: $10,025 and September 30, 2014: $20,070)
9,939

19,970

Cash and cash equivalents
3,953


Restricted cash
1,441

2,276

Other assets
3,795

5,039

Total assets
$
308,106

$
185,968

Senior credit facilities payable
$
200,000

$
109,334

Payable for unsettled transaction

4,750

Subordinated notes payable at fair value (proceeds March 31, 2015: $92,555 and September 30, 2014: $61,696)
92,496

61,696

Other liabilities
5,297

3,634

Total liabilities
$
297,793

$
179,414

Members' equity
10,313

6,554

Total liabilities and members' equity
$
308,106

$
185,968


Three months ended March 31, 2015
Six months ended March 31, 2015
Selected Statement of Operations Information:
Interest income
$
5,086

$
8,759

Other income
175

623

Total investment income
5,261

9,382

Interest expense
3,016

5,429

Other expenses
95

133

Total expenses (1)
3,111

5,562

Net unrealized appreciation
2,077

150

Net realized loss
(39
)
(240
)
Net income
$
4,188

$
3,730

__________
(1) There are no management fees or incentive fees charged at SLF JV I.
SLF JV I has elected to fair value the subordinated notes issued to the Company and Kemper under ASC 825. The subordinated notes are valued by calculating the net present value of the future expected cash flow streams using an appropriate risk-adjusted discount rate model.
During the three months ended March 31, 2015 , the Company sold $80.1 million of senior secured debt investments at fair value to SLF JV I in exchange for $80.1 million cash consideration. The Company recognized a $0.7 million realized loss on these transactions.
Note 4. Fee Income
The Company receives a variety of fees in the ordinary course of business including servicing, advisory, structuring and prepayments fees, which are classified as fee income and recognized as they are earned. The ending unearned fee income balances as of March 31, 2015 and September 30, 2014 were $2.3 million and $3.0 million, respectively.
As of March 31, 2015 , the Company had structured $2.7 million in aggregate exit fees across four portfolio investments upon the future exit of those investments. Exit fees are fees which are payable upon the exit of a debt investment. These fees are to be paid to the

54

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


Company upon the sooner to occur of (i) a sale of the borrower or substantially all of the assets of the borrower, (ii) the maturity date of the loan or (iii) the date when full prepayment of the loan occurs. The receipt of such fees is contingent upon the occurrence of one of the events listed above for each of the investments. A percentage of these fees is included in net investment income over the life of the loan.
Note 5. Share Data
On August 22, 2014, the Company entered into an at-the-market offering ("ATM Program") with KeyBanc Capital Markets Inc. through which the Company may sell, from time to time at its sole discretion, up to $100,000,000 of its common stock. Since the inception of the ATM Program, the Company sold 841,456 shares of the Company's common stock at an average price of $9.86 per share, and raised $8.3 million of net proceeds, under the ATM Program. Commissions to the broker-dealer on shares sold and offering costs were approximately $0.1 million. There were no issuances under the ATM Program for the three and six months ended March 31, 2015 .
The following table sets forth the computation of basic and diluted earnings per share, pursuant to ASC 260-10 Earnings per Share , for the three and six months ended March 31, 2015 and March 31, 2014 :
Three months
ended
March 31, 2015
Three months
ended
March 31, 2014
Six months
ended
March 31, 2015
Six months
ended
March 31, 2014
Earnings (loss) per common share — basic:
Net increase (decrease) in net assets resulting from operations
$
25,406

$
30,100

$
(5,255
)
$
63,806

Weighted average common shares outstanding — basic
153,340

139,138

153,340

139,132

Earnings (loss) per common share — basic:
$
0.17

$
0.22

$
(0.03
)
$
0.46

Earnings (loss) per common share — diluted: (1)
Net increase (decrease) in net assets resulting from operations, before adjustments
$
25,406

$
30,100

$
(5,255
)
$
63,806

Adjustments for interest on convertible notes, base management fees and incentive fees
1,360

1,364

2,722

2,727

Net increase (decrease) in net assets resulting from operations, as adjusted
$
26,766

$
31,464

$
(2,533
)
$
66,533

Weighted average common shares outstanding — basic
153,340

139,138

153,340

139,132

Adjustments for dilutive effect of convertible notes
7,790

7,790

7,790

7,790

Weighted average common shares outstanding — diluted
161,130

146,928

161,130

146,922

Earnings (loss) per common share — diluted:
$
0.17

$
0.21

$
(0.03
)
$
0.45

__________
(1) For the six months ended March 31, 2015 , conversion is not assumed for purposes of computing diluted earnings per share since the effect would be anti-dilutive. Anti-dilution was $0.02 per share for the six months ended March 31, 2015 . For the three months ended March 31, 2015 , there was no anti-dilution. For the three and six months ended March 31, 2014, there was no anti-dilution.


55

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


The following table reflects the distributions per share that the Board of Directors of the Company has paid, including shares issued under the dividend reinvestment plan ("DRIP"), on its common stock from October 1, 2013 to March 31, 2015 :
Date Declared
Record Date
Payment Date
Amount
per Share
Cash
Distribution
DRIP Shares
Issued
DRIP Shares
Value
August 5, 2013
October 15, 2013
October 31, 2013
0.0958

11.9 million
142,320

1.4 million
August 5, 2013
November 15, 2013
November 29, 2013
0.0958

12.0 million
145,063

(1)
1.4 million
November 21, 2013
December 13, 2013
December 30, 2013
0.05

6.3 million
69,291

(1)
0.6 million
November 21, 2013
January 15, 2014
January 31, 2014
0.0833

10.5 million
114,033

(1)
1.1 million
November 21, 2013
February 14, 2014
February 28, 2014
0.0833

10.5 million
110,486

(1)
1.1 million
November 21, 2013
March 14, 2014
March 31, 2014
0.0833

11.0 million
64,748

(1)
0.6 million
November 21, 2013
April 15, 2014
April 30, 2014
0.0833

10.5 million
120,604

(1)
1.1 million
November 21, 2013
May 15, 2014
May 30, 2014
0.0833

11.1 million
58,003

(1)
0.5 million
February 6, 2014
June 16, 2014
June 30, 2014
0.0833

11.1 million
51,692


0.5 million
February 6, 2014
July 15, 2014
July 31, 2014
0.0833

12.2 million
54,739

(1)
0.5 million
February 6, 2014
August 15, 2014
August 29, 2014
0.0833

12.1 million
59,466


0.6 million
July 2, 2014
September 15, 2014
September 30, 2014
0.0917

13.4 million
73,141

(1)
0.7 million
July 2, 2014
October 15, 2014
October 31, 2014
0.0917

13.3 million
82,390

(1)
0.7 million
July 2, 2014
November 14, 2014
November 28, 2014
0.0917

13.4 million
80,775

(1)
0.7 million
November 20, 2014
December 15, 2014
December 30, 2014
0.0917

13.4 million
79,849

(1)
0.6 million
November 20, 2014
January 15, 2015
January 30, 2015
0.0917

14.1 million
79,138

(1)
0.6 million
February 3, 2015
March 16, 2015
March 31, 2015
0.06

9.2 million
56,295

(1)
0.4 million
__________
(1) Shares were purchased on the open market and distributed.
On November 21, 2013, the Company's Board of Directors terminated the Company's previous $50 million stock repurchase program and approved a new $100 million stock repurchase program. Under this program, any stock repurchases were to be made through the open market at times and in such amounts as management deemed appropriate, provided they were below the most recently published net asset value per share.
In December 2013, the Company repurchased 45,104 shares at the weighted average price of $8.978 per share, resulting in $0.4 million of cash paid.
On November 20, 2014, the Company's Board of Directors terminated the Company's previous $100 million stock repurchase program and approved a new $100 million stock repurchase plan through November 20, 2015. Any stock repurchases under the new $100 million stock repurchase program will be made through the open market at times, and in such amounts, as management deems appropriate. This program may be limited or terminated at any time without prior notice.
Note 6. Lines of Credit
Wells Fargo Facility
On November 16, 2009, Fifth Street Funding, LLC, a consolidated wholly-owned bankruptcy remote, special purpose subsidiary ("Funding"), and the Company entered into a Loan and Servicing Agreement ("Wells Agreement"), with respect to a revolving credit facility, as subsequently amended, (the "Wells Fargo facility") with Wells Fargo, as successor to Wachovia Bank, National Association, Wells Fargo Securities, LLC, as administrative agent, each of the additional institutional and conduit lenders party thereto from time to time, and each of the lender agents party thereto from time to time.
Effective February 21, 2014, the Company and Funding terminated the Wells Fargo facility. In connection therewith, the Amended and Restated Loan and Servicing Agreement and other related documents governing the Wells Fargo facility were also terminated. As such, the Company has no borrowing capacity under the Wells Fargo facility as of March 31, 2015 . Upon termination of the Wells Fargo facility, the Company accelerated the $0.7 million remaining unamortized fee balance into interest expense. For the three and six months ended March 31, 2014 , the Company recorded interest expense of $1.0 million and $1.8 million, respectively, related to the Wells Fargo facility.
While in effect, the Wells Fargo facility permitted up to $150 million of borrowings (subject to collateral requirements) with an accordion feature allowing for future expansion of the facility up to a total of $250 million, and borrowings under the facility bore

56

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


interest at a rate equal to LIBOR (1-month) plus 2.50% per annum, with no LIBOR floor. The maturity date of the Wells Fargo facility was April 25, 2016.
The Wells Fargo facility was secured by all of the assets of Funding, and all of the Company's equity interest in Funding. The Company used the Wells Fargo facility to fund a portion of its loan origination activities and for general corporate purposes. Each loan origination under the facility was subject to the satisfaction of certain conditions.
ING Facility
On May 27, 2010, the Company entered into a secured syndicated revolving credit facility (as subsequently amended, the "ING facility") pursuant to a Senior Secured Revolving Credit Agreement ("ING Credit Agreement") with certain lenders party thereto from time to time and ING Capital LLC, as administrative agent. The ING facility allows the Company to request letters of credit from ING Capital LLC, as the issuing bank.
As of March 31, 2015 , the ING facility permitted up to $705 million of borrowings with an accordion feature allowing for future expansion of the facility up to a total of $800 million, and borrowings under the facility bore interest at a rate equal to LIBOR (1-, 2-, 3- or 6-month, at the Company's option) plus 2.25% per annum, with no LIBOR floor. Unless extended, the period during which the Company may make and reinvest borrowings under the facility will expire on August 6, 2017 and the maturity date of the facility is August 6, 2018.
The ING facility is secured by substantially all of the Company's assets, as well as the assets of the Company's wholly-owned subsidiary, FSFC Holdings, Inc. ("Holdings"), and its indirect wholly-owned subsidiary, Fifth Street Fund of Funds LLC ("Fund of Funds"), subject to certain exclusions for, among other things, equity interests in the Company's SBIC subsidiaries, and equity interests in Funding and Funding II (which is defined and discussed below) as further set forth in a Guarantee, Pledge and Security Agreement ("ING Security Agreement") entered into in connection with the ING Credit Agreement, among FSFC Holdings, Inc., ING Capital LLC, as collateral agent, and the Company. Fifth Street Fund of Funds LLC and FSFC Holdings, Inc. were formed to hold certain of the Company's portfolio companies for tax purposes and have no other operations. None of the Company's SBIC subsidiaries, Funding or Funding II is party to the ING facility and their respective assets have not been pledged in connection therewith. The ING facility provides that the Company may use the proceeds and letters of credit under the facility for general corporate purposes, including acquiring and funding leveraged loans, mezzanine loans, high-yield securities, convertible securities, preferred stock, common stock and other investments.
Pursuant to the ING Security Agreement, Holdings and Fund of Funds guaranteed the obligations under the ING Security Agreement, including the Company's obligations to the lenders and the administrative agent under the ING Credit Agreement. Additionally, the Company pledged its entire equity interest in Holdings and Holdings pledged its entire equity interest in Fund of Funds to the collateral agent pursuant to the terms of the ING Security Agreement.
The ING Credit Agreement and related agreements governing the ING facility required Holdings, Fund of Funds and the Company to, among other things (i) make representations and warranties regarding the collateral as well as each of the Company's businesses, (ii) agree to certain indemnification obligations, and (iii) agree to comply with various affirmative and negative covenants and other customary requirements for similar credit facilities. The ING facility documents also include usual and customary default provisions such as the failure to make timely payments under the facility, the occurrence of a change in control, and the failure by the Company to materially perform under the ING Credit Agreement and related agreements governing the facility, which, if not complied with, could accelerate repayment under the facility, thereby materially and adversely affecting the Company's liquidity, financial condition and results of operations. The Company is currently in compliance with all financial covenants under the ING facility.
Each loan or letter of credit originated under the ING facility is subject to the satisfaction of certain conditions. The Company cannot be assured that it will be able to borrow funds under the ING facility at any particular time or at all.
As of March 31, 2015 , the Company had $468.5 million of borrowings outstanding under the ING facility, which had a fair value of $468.5 million . The Company's borrowings under the ING facility bore interest at a weighted average interest rate of 2.553% for the six months ended March 31, 2015 . For the three and six months ended March 31, 2015 , the Company recorded interest expense of $4.1 million and $7.0 million , respectively, related to the ING facility. For the three and six months ended March 31, 2014 , the Company recorded interest expense of $3.6 million and $6.4 million, respectively, related to the ING facility.
Sumitomo Facility
On September 16, 2011, Fifth Street Funding II, LLC, a consolidated wholly-owned bankruptcy remote, special purpose subsidiary ("Funding II"), entered into a Loan and Servicing Agreement ("Sumitomo Agreement") with respect to a seven-year credit

57

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


facility ("Sumitomo facility") with Sumitomo Mitsui Banking Corporation ("SMBC"), an affiliate of Sumitomo Mitsui Financial Group, Inc., as administrative agent, and each of the lenders from time to time party thereto, in the amount of $200 million.
As of March 31, 2015 , the Sumitomo facility permitted up to $125 million of borrowings (subject to collateral requirements), and borrowings under the facility bore interest at a rate of LIBOR (1-month) plus 2.25% per annum, with no LIBOR floor. Unless extended, the period during which the Company may make and reinvest borrowings under the facility will expire on September 16, 2016 and the maturity date of the facility is September 16, 2020, with an option for a one-year extension.
In connection with the Sumitomo facility, the Company concurrently entered into a Purchase and Sale Agreement with Funding II, pursuant to which it has sold and will continue to sell to Funding II certain loan assets the Company has originated or acquired, or will originate or acquire.
The Sumitomo Agreement and related agreements governing the Sumitomo facility required both Funding II and the Company to, among other things (i) make representations and warranties regarding the collateral as well as each of its businesses, (ii) agree to certain indemnification obligations, and (iii) comply with various covenants, servicing procedures, limitations on acquiring and disposing of assets, reporting requirements and other customary requirements for similar credit facilities, including a prepayment penalty in certain cases. The Sumitomo facility agreements also include usual and customary default provisions such as the failure to make timely payments under the facility, a change in control of Funding II, and the failure by Funding II or the Company to materially perform under the Sumitomo Agreement and related agreements governing the Sumitomo facility, which, if not complied with, could accelerate repayment under the facility, thereby materially and adversely affecting the Company's liquidity, financial condition and results of operations. Funding II was formed for the sole purpose of entering into the Sumitomo facility and has no other operations.
The Sumitomo facility is secured by all of the assets of Funding II. Each loan origination under the facility is subject to the satisfaction of certain conditions. There is no assurance that Funding II will be able to borrow funds under the Sumitomo facility at any particular time or at all. As of March 31, 2015 , the Company had $43.8 million of borrowings outstanding under the Sumitomo facility which had a fair value of $43.8 million . The Company's borrowings under the Sumitomo facility bore interest at a weighted average interest rate of 2.453% for the six months ended March 31, 2015 . For the three and six months ended March 31, 2015 , the Company recorded interest expense of $0.5 million and $ 1.0 million , respectively, related to the Sumitomo facility. For the three and six months ended March 31, 2014 , the Company recorded interest expense of $0.6 million and $1.1 million, respectively, related to the Sumitomo facility.
As of March 31, 2015 , except for assets that were funded through the Company's SBIC subsidiaries, substantially all of the Company's assets were pledged as collateral under the ING facility or the Sumitomo facility. With respect to the assets funded through the Company's SBIC subsidiaries, the SBA, as a creditor, will have a superior claim to the SBIC subsidiaries' assets over the Company's stockholders.
Total interest expense for the three and six months ended March 31, 2015 was $14.8 million and $28.8 million , respectively. Total interest expense for the three and six months ended March 31, 2014 was $12.8 million and $23.0 million , respectively.
Note 7. Interest and Dividend Income
Interest income is recorded on an accrual basis to the extent that such amounts are expected to be collected. In accordance with the Company's policy, accrued interest is evaluated periodically for collectability. The Company stops accruing interest on investments when it is determined that interest is no longer collectible. Distributions of income from portfolio companies are recorded as dividend income on the ex-dividend date.
The Company holds debt in its portfolio that contains PIK interest provisions. The PIK interest, which represents contractually deferred interest added to the loan balance that is generally due at the end of the loan term, is generally recorded on the accrual basis to the extent such amounts are expected to be collected. The Company generally ceases accruing PIK interest if there is insufficient value to support the accrual or if the Company does not expect the portfolio company to be able to pay all principal and interest due. The Company's decision to cease accruing PIK interest involves subjective judgments and determinations based on available information about a particular portfolio company, including whether the portfolio company is current with respect to its payment of principal and interest on its loans and debt securities; monthly and quarterly financial statements and financial projections for the portfolio company; the Company's assessment of the portfolio company's business development success, including product development, profitability and the portfolio company's overall adherence to its business plan; information obtained by the Company in connection with periodic formal update interviews with the portfolio company's management and, if appropriate, the private equity sponsor; and information about the general economic and market conditions in which the portfolio company operates. Based on this and other information, the Company determines whether to cease accruing PIK interest on a loan or debt security. The Company's determination to cease accruing PIK interest on a loan or debt security is generally made well before the Company's full write-down of such loan or debt security.

58

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


Accumulated PIK interest activity for the six months ended March 31, 2015 and March 31, 2014 was as follows:
Six months
ended
March 31, 2015
Six months
ended
March 31, 2014
PIK balance at beginning of period
$
39,686

$
23,934

Gross PIK interest accrued
12,905

11,084

PIK income reserves (1)
(4,946
)

PIK interest received in cash
(1,102
)
(5,714
)
Loan exits and other PIK adjustments

(421
)
PIK balance at end of period
$
46,543

$
28,883

___________________
(1)
PIK income is generally reserved for when a loan is placed on PIK non-accrual status.
As of March 31, 2015 , there were four investments on which the Company had stopped accruing cash interest, PIK interest or OID income. As of September 30, 2014 , there was one investment on which the Company had stopped accruing cash interest, PIK interest or OID income. As of March 31, 2014 , there were no investments on which the Company had stopped accruing cash and/or PIK interest and OID income.
The percentages of the Company's debt investments at cost and fair value by accrual status as of March 31, 2015 , September 30, 2014 and March 31, 2014 were as follows:
March 31, 2015
September 30, 2014
March 31, 2014
Cost
% of Debt
Portfolio
Fair
Value
% of Debt
Portfolio
Cost
% of Debt
Portfolio
Fair
Value
% of Debt
Portfolio
Cost
% of Debt
Portfolio
Fair
Value
% of Debt
Portfolio
Accrual
$
2,342,962

96.02
%
$
2,326,748

97.86
%
$
2,345,637

99.25
%
$
2,339,087

99.73
%
$
2,547,864

100.00
%
$
2,551,371

100.00
%
PIK non-accrual
31,431

1.29

17,914

0.75









Cash non-accrual(1)
65,767

2.69

33,054

1.39

17,752

0.75

6,356

0.27





Total
$
2,440,160

100.00
%
$
2,377,716

100.00
%
$
2,363,389

100.00
%
$
2,345,443

100.00
%
$
2,547,864

100.00
%
$
2,551,371

100.00
%
___________________
(1)
Cash non-accrual status is inclusive of PIK and other noncash income, where applicable.


59

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


The non-accrual status of the Company's portfolio investments as of March 31, 2015 , September 30, 2014 and March 31, 2014 was as follows:
March 31, 2015
September 30, 2014
March 31, 2014
Miche Bag, LLC (2)
Cash non-accrual (1)
Phoenix Brands Merger Sub LLC
PIK non-accrual
CCCG, LLC
Cash non-accrual (1)


JTC Education, Inc.
Cash non-accrual (1)
Edmentum, Inc.

Cash non-accrual (1)




__________________
(1)
Cash non-accrual status is inclusive of PIK and other noncash income, where applicable.
(2)
The Company did not hold this investment at March 31, 2015 . See Note 9 for a discussion of the Company's recent realization events.

Income non-accrual amounts for the three and six months ended March 31, 2015 and March 31, 2014 were as follows:


Three months ended
March 31, 2015 (1)

Three months ended
March 31, 2014
Six months
ended
March 31, 2015 (1)
Six months
ended
March 31, 2014
Cash interest income

$
1,710


$

$
1,710

$

PIK interest income

1,707



4,946


OID income




583


Total

$
3,417


$

$
7,239

$

___________________
(1)
Income non-accrual amounts for the year may include amounts for investments that were no longer held at the end of the period.

Note 8. Taxable/Distributable Income and Dividend Distributions
Taxable income differs from net increase (decrease) in net assets resulting from operations primarily due to: (1) unrealized appreciation (depreciation) on investments and secured borrowings, as gains and losses are not included in taxable income until they are realized; (2) origination and exit fees received in connection with investments in portfolio companies; (3) organizational and deferred offering costs; (4) recognition of interest income on certain loans; and (5) income or loss recognition on exited investments.
At September 30, 2014 , the Company had net loss carryforwards of $123.4 million to offset net capital gains, to the extent provided by U.S. federal income tax law. Of the capital loss carryforwards, $1.5 million will expire on September 30, 2017, $10.3 million will expire on September 30, 2019, and $111.6 million will not expire, of which $2.2 million are available to offset future short-term capital gains and $109.4 million are available to offset future long-term capital gains.
Listed below is a reconciliation of "net decrease in net assets resulting from operations" to taxable income for the three and six months ended March 31, 2015 .
Three months ended
March 31, 2015
Six months
ended
March 31, 2015
Net increase (decrease) in net assets resulting from operations
$
25,406

$
(5,255
)
Net unrealized depreciation on investments and secured borrowings
2,171

50,414

Book/tax difference due to loan fees
(722
)
(1,277
)
Book/tax difference due to exit fees
(429
)
(858
)
Book/tax difference due to organizational and deferred offering costs
(22
)
(44
)
Book/tax difference due to interest income on certain loans
3,417

6,838

Book/tax difference due to capital losses not recognized
2,242

20,363

Other book-tax differences
(2,011
)
(3,455
)
Taxable/Distributable Income(1)
$
30,052

$
66,726

__________

60

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


(1)
The Company's taxable income for the three and six months ended March 31, 2015 is an estimate and will not be finally determined until the Company files its tax return for the fiscal year ending September 30, 2015. Therefore, the final taxable income may be different than the estimate.
As of September 30, 2014 , the components of accumulated undistributed income on a tax basis were as follows:
Undistributed ordinary income, net (RIC status)
$

Realized capital losses
(123,407
)
Unrealized gains, net
75

The Company uses the asset and liability method to account for its taxable subsidiaries' income taxes. Using this method, the Company recognizes deferred tax assets and liabilities for the estimated future tax effects attributable to temporary differences between financial reporting and tax bases of assets and liabilities. In addition, the Company recognizes deferred tax benefits associated with net operating carry forwards that it may use to offset future tax obligations. The Company measures deferred tax assets and liabilities using the enacted tax rates expected to apply to taxable income in the years in which it expects to recover or settle those temporary differences. The Company has recorded a deferred tax asset for the difference in the book and tax basis of certain equity investments and tax net operating losses held by its taxable subsidiaries of $8.5 million. However, this amount has been fully offset by a valuation allowance of $8.5 million, since it is more likely than not that these deferred tax assets will not be realized.
On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the "Act") was enacted, which changed various technical rules governing the tax treatment of RICs. The changes are generally effective for taxable years beginning after the date of enactment. Under the Act, the Company is permitted to carry forward any net capital losses, if any, incurred in taxable years beginning after the date of enactment for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result of this ordering rule, pre-enactment net loss carryforwards may be more likely to expire unused.
Distributions to stockholders are recorded on the ex-dividend date. The Company is required to distribute annually to its stockholders at least 90% of its net taxable income and net realized short-term capital gains in excess of net realized long-term capital losses for each taxable year in order to be eligible for the tax benefits allowed to a RIC under Subchapter M of the Code. The Company anticipates paying out as a dividend all or substantially all of those amounts. The amount to be paid out as a dividend is determined by the Board of Directors and is based on management's estimate of the Company's annual taxable income. The Company maintains an "opt out" dividend reinvestment plan for its stockholders.
For income tax purposes, the Company estimates that its distributions for the calendar year will be composed primarily of ordinary income, and will be reflected as such on the Form 1099-DIV for the calendar year. To the extent that the Company’s taxable earnings fall below the amount of dividends declared, however, a portion of the total amount of the Company’s dividends for the fiscal year may be deemed a return of capital for tax purposes to the Company’s stockholders.
As a RIC, the Company is also subject to a U.S. federal excise tax based on distributive requirements of its taxable income on a calendar year basis. The Company did not incur a U.S. federal excise tax for calendar years 2012 and 2013 and does not expect to incur a U.S. federal excise tax for calendar year 2014.
Note 9. Realized Gains or Losses and Net Unrealized Appreciation or Depreciation on Investments and Secured Borrowings
Realized gains or losses are measured by the difference between the net proceeds from the sale or redemption and the cost basis of the investment without regard to unrealized appreciation or depreciation previously recognized, and includes investments written-off during the period, net of recoveries. Realized losses may also be recorded in connection with the Company's determination that certain investments are considered worthless securities and/or meet the conditions for loss recognition per the applicable tax rules.
Net unrealized appreciation or depreciation reflects the net change in the valuation of the portfolio pursuant to the Company's valuation guidelines and the reclassification of any prior period unrealized appreciation or depreciation.
During the six months ended March 31, 2015 , the Company recorded investment realization events, including the following:
In October 2014, the Company restructured its investment in Miche Bag, LLC. As part of the restructuring, the Company exchanged cash and its debt and equity securities for debt and equity securities in the restructured entity, Miche Group, LLC, and recorded a realized loss in the amount of $17.9 million on this transaction;

61

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


In October 2014, the Company received a cash payment of $74.4 million from Teaching Strategies, LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
In October 2014, the Company received a cash payment of $6.5 million from SugarSync, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
In November 2014, the Company received a cash payment of $8.6 million from Olson + Co., Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
In November 2014, the Company received a cash payment of $5.6 million from American Cadastre, LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
In December 2014, the Company received a cash payment of $35.8 million from Drugtest, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
In December 2014, the Company received a cash payment of $39.5 million from Charter Brokerage, LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
In December 2014, the Company received a cash payment of $27.7 million from CRGT, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
In December 2014, the Company received a cash payment of $12.5 million from Devicor Medical Products, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
In December 2014, the Company received a cash payment of $12.0 million from CT Technologies Intermediate Holdings, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
In February 2015, the Company received a cash payment of $27.8 million from Enhanced Recovery Company, LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
In February 2015, the Company received a cash payment of $17.5 million from HealthEdge Software, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction; and
During the six months ended March 31, 2015 , the Company received payments of $481.4 million in connection with syndications of debt investments to other investors, sales of debt investments in the open market, and repayment of secured borrowings and recorded a net realized loss of $1.6 million on these transactions.
During the six months ended March 31, 2014 , the Company recorded investment realization events, including the following:
In October and December 2013, the Company received payments of $3.2 million from Stackpole Powertrain International Holding, L.P. related to the sale of its equity investment. A realized gain of $2.2 million was recorded on this transaction;
In October 2013, the Company received a payment of $8.9 million from Harden Healthcare, LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on the transaction;
In October 2013, the Company received a payment of $4.0 million from Capital Equipment Group, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or

62

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


loss was recorded on the transaction. The Company also received an additional $0.9 million in connection with the sale of its common equity investment, realizing a gain of $0.6 million;
In November 2013, the Company received a payment of $10.0 million from IG Investments Holdings, LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on the transaction;
In November 2013, the Company received a payment of $15.7 million from CTM Group, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on the transaction;
In December 2013, the Company received a payment of $0.4 million in connection with the exit of its debt investment in Saddleback Fence and Vinyl Products, Inc. A realized loss of $0.3 million was recorded on this transaction;
In December 2013, the Company received a payment of $7.2 million from Western Emulsions, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on the transaction;
In January 2014, the Company received a payment of $5.1 million from BMC Acquisition, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on the transaction;
In February 2014, the Company received a payment of $17.8 million from Ikaria Acquisition, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on the transaction;
In February 2014, the Company received a payment of $30.8 million from Dexter Axle Company in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on the transaction;
In March 2014, the Company received a payment of $9.9 million from Vestcom International, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on the transaction; and
During the six months ended March 31, 2014 , the Company received payments of $231.3 million in connection with syndications of debt investments to other investors and sales of debt investments in the open market and recorded a net realized loss of $1.0 million.
During the six months ended March 31, 2015 , the Company recorded net unrealized depreciation on investments of $50.5 million . This consisted of $55.0 million of net unrealized depreciation on debt investments and $8.5 million of net unrealized depreciation on equity investments, offset by $13.0 million of net reclassifications to realized losses (resulting in unrealized appreciation). During the six months ended March 31, 2014 , the Company recorded net unrealized depreciation of $8.3 million. This consisted of $10.4 million of net unrealized depreciation on debt investments and $2.6 million of net reclassifications to realized gains (resulting in unrealized depreciation), offset by $4.7 million of net unrealized appreciation on equity investments.
Note 10. Concentration of Credit Risks
The Company places its cash in financial institutions and at times such balances may be in excess of the FDIC insured limit. The Company limits its exposure to credit loss by depositing its cash with high credit quality financial institutions and monitoring their financial stability.
Note 11. Related Party Transactions
The Company has entered into an investment advisory agreement with the Investment Adviser. Under the investment advisory agreement, the Company pays the Investment Adviser a fee for its services consisting of two components — a base management fee and an incentive fee.
Base management Fee
The base management fee is calculated at an annual rate of 2% of the Company's gross assets, which includes any borrowings for investment purposes but excludes any cash and cash equivalents held at the end of each quarter. The base management fee is payable quarterly in arrears and the fee for any partial month or quarter is appropriately prorated.

63

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


For the three and six months ended March 31, 2015 , the Investment Adviser waived a portion of the base management fee which resulted in waivers of $0.1 million and $0.2 million, respectively. For the three and six months ended March 31, 2014 , the Investment Adviser voluntarily waived a portion of the base management fee which resulted in waivers of $0.2 million. Such waiver in no way implies that the Adviser will agree to waive incentive fees in any future period.
For the three and six months ended March 31, 2015 , base management fees (net of waivers) were $13.0 million and $27.0 million , respectively. For the three and six months ended March 31, 2014 , base management fees (net of waivers) were $13.5 million and $25.6 million , respectively. At March 31, 2015 , the Company had a liability on its Consolidated Statements of Assets and Liabilities in the amount of $13.0 million reflecting the unpaid portion of the base management fee payable to the Investment Adviser.
Incentive Fee
The incentive fee portion of the investment advisory agreement has two parts. The first part ("Part I Incentive Fee" or "income incentive fee") is calculated and payable quarterly in arrears based on the Company's "Pre-Incentive Fee Net Investment Income" for the immediately preceding fiscal quarter. For this purpose, "Pre-Incentive Fee Net Investment Income" means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the fiscal quarter, minus the Company's operating expenses for the quarter (including the base management fee, expenses payable under the Company's administration agreement, and any interest expense and dividends paid on any issued and outstanding indebtedness or preferred stock, but excluding the incentive fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with PIK interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company's net assets at the end of the immediately preceding fiscal quarter, will be compared to a "hurdle rate" of 2% per quarter (8% annualized), subject to a "catch-up" provision measured as of the end of each fiscal quarter. The Company's net investment income used to calculate this part of the incentive fee is also included in the amount of its gross assets used to calculate the 2% base management fee. The operation of the incentive fee with respect to the Company's Pre-Incentive Fee Net Investment Income for each quarter is as follows:
No incentive fee is payable to the Investment Adviser in any fiscal quarter in which the Company's Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 2% (the "preferred return" or "hurdle");
100% of the Company's Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than or equal to 2.5% in any fiscal quarter (10% annualized) is payable to the Investment Adviser. The Company refers to this portion of its Pre-Incentive Fee Net Investment Income (which exceeds the hurdle rate but is less than or equal to 2.5%) as the "catch-up." The "catch-up" provision is intended to provide the Investment Adviser with an incentive fee of 20% on all of the Company's Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply when the Company's Pre-Incentive Fee Net Investment Income exceeds 2.5% in any fiscal quarter; and
20% of the amount of the Company's Pre-Incentive Fee Net Investment Income, if any, that exceeds 2.5% in any fiscal quarter (10% annualized) is payable to the Investment Adviser once the hurdle is reached and the catch-up is achieved (20% of all Pre-Incentive Fee Net Investment Income thereafter is allocated to the Investment Adviser).
The second part of the incentive fee ("Part II Incentive Fee" or "capital gain incentive fee") is determined and payable in arrears as of the end of each fiscal year (or upon termination of the investment advisory agreement, as of the termination date) and equals 20% of the Company's realized capital gains, if any, on a cumulative basis from inception through the end of each fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees.
GAAP requires the Company to accrue for the theoretical capital gains incentive fee that would be payable after giving effect to the net realized and unrealized capital appreciation. It should be noted that a fee so calculated and accrued would not necessarily be payable under the investment advisory agreement, and may never be paid based upon the computation of capital gains incentive fees in subsequent periods. Amounts ultimately paid under the investment advisory agreement will be consistent with the formula reflected in the investment advisory agreement. The Company does not currently accrue for capital gains incentive fees due to the accumulated realized losses in the portfolio.
For the three and six months ended March 31, 2015 , incentive fees were $7.3 million and $16.1 million , respectively. For the three and six months ended March 31, 2014 , incentive fees were $8.5 million and $17.6 million , respectively. At March 31, 2015 , the Company had a liability on its Consolidated Statements of Assets and Liabilities in the amount of $7.3 million reflecting the unpaid portion of the incentive fee payable to the Investment Adviser.

64

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


Indemnification
The investment advisory agreement provides that, absent willful misfeasance, bad faith or gross negligence in the performance of their respective duties or by reason of the reckless disregard of their respective duties and obligations, the Company's Investment Adviser and its officers, managers, agents, any employees, controlling persons, members (or their owners) and any other person or entity affiliated with it, are entitled to indemnification from the Company for any damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) arising from the rendering of the Investment Adviser's services under the investment advisory agreement or otherwise as the Company's Investment Adviser.
Administration Agreement
On January 1, 2015, the Company entered into an administration agreement with its administrator, FSC CT LLC ("FSC CT") under substantially similar terms as its prior administration agreement with FSC CT, Inc. Under the administration agreement with FSC CT, administrative services are provided to the Company, including its principal executive offices and equipment, and clerical, bookkeeping and recordkeeping services at such facilities. Under the administration agreement, FSC CT also performs or oversees the performance of the Company's required administrative services, which includes being responsible for the financial records which the Company is required to maintain and preparing reports to the Company's stockholders and reports filed with the SEC. In addition, FSC CT assists the Company in determining and publishing the Company's net asset value, overseeing the preparation and filing of the Company's tax returns and the printing and dissemination of reports to the Company's stockholders, and generally overseeing the payment of the Company's expenses and the performance of administrative and professional services rendered to the Company by others. For providing these services, facilities and personnel, the Company provides reimbursement for the allocable portion of overhead and other expenses incurred in connection with payments of rent at market rates and the Company's allocable portion of the costs of compensation and related expenses of the Company's chief financial officer and chief compliance officer and their staffs. Such reimbursement is at cost with no profit to, or markup by, FSC CT. FSC CT may also provide, on the Company's behalf, managerial assistance to the Company's portfolio companies. The administration agreement may be terminated by either party without penalty upon 60 days' written notice to the other party.
For the three and six months ended March 31, 2015 , the Company accrued administrative expenses of $1.2 million, including $0.5 million of general and administrative expenses, which are due to FSC CT and $3.7 million, including $1.7 million of general and administrative expenses, which are due to FSC CT, respectively. At March 31, 2015 , $2.8 million was included in Due to FSC CT in the Consolidated Statement of Assets and Liabilities.

65

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


Note 12. Financial Highlights
Three months ended
March 31, 2015
Three months ended
March 31, 2014
Six months
ended
March 31, 2015
Six months
ended
March 31, 2014
Net asset value at beginning of period
$9.17
$9.85
$9.64
$9.85
Net investment income (4)
0.19
0.25
0.42
0.51
Net unrealized depreciation on investments and secured borrowings (4)
(0.02)
(0.03)
(0.32)
(0.07)
Net realized gain (loss) on investments and secured borrowings (4)
(0.01)
(0.01)
(0.13)
0.01
Distributions to stockholders (4)
(0.15)
(0.25)
(0.43)
(0.49)
Net asset value at end of period
$9.18
$9.81
$9.18
$9.81
Per share market value at beginning of period
$8.01
$9.25
$9.18
$10.29
Per share market value at end of period
$7.30
$9.46
$7.30
$9.46
Total return (1)
(7.04)%
4.96%
(16.22)%
(3.25)%
Common shares outstanding at beginning of period
153,340
139,138
153,340
139,041
Common shares outstanding at end of period
153,340
139,138
153,340
139,138
Net assets at beginning of period
$1,405,632
$1,369,968
$1,478,475
$1,368,872
Net assets at end of period
$1,407,774
$1,365,297
$1,407,774
$1,365,297
Average net assets (2)
$1,408,678
$1,373,093
$1,428,871
$1,373,063
Ratio of net investment income to average net assets (5)
8.48%
10.11%
9.07%
10.29%
Ratio of total expenses to average net assets (excluding base management fee waiver) (5)
11.17%
11.26%
11.23%
10.70%
Base management fee waiver effect (5)
(0.03)%
(0.07)%
(0.03)%
(0.04)%
Ratio of net expenses to average net assets
11.14%
11.19%
11.20%
10.66%
Ratio of portfolio turnover to average investments at fair value
3.20%
2.91%
8.42%
5.44%
Weighted average outstanding debt (3)
$1,360,530
$1,124,598
$1,271,599
$975,373
Average debt per share (4)
$8.87
$8.08
$8.29
$7.01
__________
(1)
Total return equals the increase or decrease of ending market value over beginning market value, plus distributions, divided by the beginning market value, assuming dividend reinvestment prices obtained under the Company's DRIP.
(2)
Calculated based upon the weighted average net assets for the period.
(3)
Calculated based upon the weighted average of loans payable for the period.
(4)
Calculated based upon weighted average shares outstanding for the period.
(5)
Interim periods are annualized.
Note 13. Convertible Notes
On April 12, 2011, the Company issued $152.0 million unsecured convertible notes, including $2 million issued to Leonard M. Tannenbaum, the Company's former Chief Executive Officer. The Convertible Notes were issued pursuant to an Indenture, dated April 12, 2011 (the "Indenture"), between the Company and the Trustee.
The Convertible Notes mature on April 1, 2016 (the "Maturity Date"), unless previously converted or repurchased in accordance with their terms. The Convertible Notes bear interest at a rate of 5.375% per annum payable semiannually in arrears on April 1 and October 1 of each year. The Convertible Notes are the Company's unsecured obligations and rank senior in right of payment to the Company's existing and future indebtedness that is expressly subordinated in right of payment to the Convertible Notes; equal in right of payment to the Company's existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company's secured indebtedness (including existing unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company's subsidiaries or financing vehicles.
Prior to the close of business on the business day immediately preceding January 1, 2016, holders may convert their Convertible Notes only under certain circumstances set forth in the Indenture, such as during specified periods when the Company's shares of common stock trade at more than 110% of the then applicable conversion price or the Convertible Notes trade at less than 98% of their conversion value. On or after January 1, 2016 until the close of business on the business day immediately preceding the Maturity Date,

66

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


holders may convert their Convertible Notes at any time. Upon conversion, the Company will deliver shares of its common stock. The conversion rate was initially, and currently is, 67.7415 shares of common stock per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $14.76 per share of common stock). The conversion rate is subject to customary anti-dilution adjustments, including for any cash dividends or distributions paid on shares of the Company's common stock in excess of a monthly distribution of $0.1066 per share, but will not be adjusted for any accrued and unpaid interest. In addition, if certain corporate events occur prior to the Maturity Date, the conversion rate will be increased for converting holders. Based on the current conversion rate, the maximum number of shares of common stock that would be issued upon conversion of the $115 million convertible debt outstanding at March 31, 2015 is 7,790,273. If the Company delivers shares of common stock upon a conversion at the time that net asset value per share exceeds the conversion price in effect at such time, the Company's stockholders may incur dilution. In addition, the Company's stockholders will experience dilution in their ownership percentage of common stock upon the issuance of common stock in connection with the conversion of the Company's convertible notes and any dividends paid on common stock will also be paid on shares issued in connection with such conversion after such issuance. The shares of common stock issued upon a conversion are not subject to registration rights.
The Company may not redeem the Convertible Notes prior to maturity. No sinking fund is provided for the Convertible Notes. In addition, if certain corporate events occur in respect of the Company, holders of the Convertible Notes may require the Company to repurchase for cash all or part of their Convertible Notes at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest through, but excluding, the required repurchase date.
The Indenture contains certain covenants, including covenants requiring the Company to provide financial information to the holders of the Convertible Notes, and the Trustee if the Company ceases to be subject to the reporting requirements of the Securities Exchange Act of 1934. These covenants are subject to limitations and exceptions that are described in the Indenture.
For the three and six months ended March 31, 2015 , the Company recorded interest expense of $1.7 million and $3.4 million , respectively, related to the Convertible Notes. For the three and six months ended March 31, 2014 , the Company recorded interest expense of $1.7 million and $3.4 million, respectively, related to the Convertible Notes.
The Company may repurchase the Convertible Notes in accordance with the 1940 Act and the rules promulgated thereunder. Any Convertible Notes repurchased by the Company may, at the Company's option, be surrendered to the Trustee for cancellation, but may not be reissued or resold by the Company. Any Convertible Notes surrendered for cancellation will be promptly canceled and no longer outstanding under the Indenture. The Company did not repurchase Convertible Notes during the six months ended March 31, 2015 .
Because this net gain was included in the amount that must be distributed to the Company's stockholders in order for it to maintain its RIC status and is classified as a component of net investment income in the Consolidated Statements of Operations, such net gain was included in "Pre-Incentive Fee Net Investment Income" for purposes of the payment of the income incentive fee to the investment adviser under the investment advisory agreement. Paying an incentive fee on this type of net gain is permissible under the Company's investment advisory agreement, but because such a fee was not specifically detailed in the investment advisory agreement, the Company obtained the approval of the Company's Board of Directors to pay such fees. This type of net gain, and corresponding income incentive fee, may occur again in the future. Any repurchase of the 2019 Notes, 2024 Notes or 2028 Notes at a discount will be treated in a similar manner.
As of March 31, 2015 , there were $115.0 million Convertible Notes outstanding, which had a fair value of $117.9 million .
Note 14. Unsecured Notes
2019 Notes
On February 26, 2014, the Company issued $250.0 million in aggregate principal amount of its 4.875% unsecured notes due 2019 (the "2019 Notes") for net proceeds of $244.4 million after deducting original issue discount of $1.4 million, underwriting commissions and discounts of $3.7 million and offering costs of $0.5 million.  The original issue discount on these notes is amortized on a straight-line basis over the term of the notes.
The 2019 Notes were issued pursuant to an indenture, dated April 30, 2012, as supplemented by the first supplemental indenture, dated February 26, 2014 (collectively, the "2019 Notes Indenture"), between the Company and the Trustee. The 2019 Notes are the Company's general unsecured obligations that rank senior in right of payment to all of the Company's existing and future indebtedness that is expressly subordinated in right of payment to the 2019 Notes. The 2019 Notes rank equally in right of payment with all of the Company's existing and future liabilities that are not so subordinated. The 2019 Notes effectively rank junior to any of the Company's secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness. The 2019 Notes rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company's subsidiaries, financing vehicles or similar facilities.

67

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


Interest on the 2019 Notes is paid semi-annually on March 1 and September 1, at a rate of 4.875% per annum. The 2019 Notes mature on March 1, 2019 and may be redeemed in whole or in part at any time or from time to time at the Company's option prior to maturity.
The 2019 Notes Indenture contains certain covenants, including covenants requiring the Company's compliance with (regardless of whether the Company is subject to) the restrictions on dividends, distributions and purchase of capital stock set forth in Section 18(a)(1)(B) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring the Company to provide financial information to the holders of the 2019 Notes and the Trustee if the Company ceases to be subject to the reporting requirements of the Securities Exchange Act of 1934. These covenants are subject to limitations and exceptions that are described in the 2019 Notes Indenture. The Company may repurchase the 2019 Notes in accordance with the 1940 Act and the rules promulgated thereunder. In addition, holders of the 2019 Notes can require the Company to repurchase the 2019 Notes at 100% of their principal amount upon the occurrence of certain change of control events as described in the 2019 Notes Indenture. The 2019 Notes are issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. During the six months ended March 31, 2015 , the Company did not repurchase any of the 2019 Notes in the open market.
For the three and six months ended March 31, 2015 , the Company recorded interest expense of $3.3 million and $6.8 million , respectively, related to the 2019 Notes. For the three and six months ended March 31, 2014 , the Company recorded interest expense of $1.2 million related to the 2019 Notes.
As of March 31, 2015 , there were $250.0 million 2019 Notes outstanding, which had a fair value of $257.9 million .
2024 Notes
On October 18, 2012, the Company issued $75.0 million in aggregate principal amount of its 5.875% unsecured notes due 2024 (the "2024 Notes") for net proceeds of $72.5 million after deducting underwriting commissions of $2.2 million and offering costs of $0.3 million.
The 2024 Notes were issued pursuant to an indenture, dated April 30, 2012, as supplemented by the first supplemental indenture, dated October 18, 2012 (collectively, the "2024 Notes Indenture"), between the Company and the Trustee. The 2024 Notes are the Company's unsecured obligations and rank senior in right of payment to the Company's existing and future indebtedness that is expressly subordinated in right of payment to the 2024 Notes; equal in right of payment to the Company's existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company's secured indebtedness (including existing unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company's subsidiaries or financing vehicles.
Interest on the 2024 Notes is paid quarterly in arrears on January 30, April 30, July 30 and October 30, at a rate of 5.875% per annum. The 2024 Notes mature on October 30, 2024 and may be redeemed in whole or in part at any time or from time to time at the Company's option on or after October 30, 2017. The 2024 Notes are listed on the New York Stock Exchange under the trading symbol "FSCE" with a par value of $25.00 per share.
The 2024 Notes Indenture contains certain covenants, including covenants requiring the Company's compliance with (regardless of whether the Company is subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act and with the restrictions on dividends, distributions and purchase of capital stock set forth in Section 18(a)(1)(B) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring the Company to provide financial information to the holders of the 2024 Notes and the Trustee if the Company ceases to be subject to the reporting requirements of the Securities Exchange Act of 1934. These covenants are subject to limitations and exceptions that are described in the 2024 Notes Indenture. The Company may repurchase the 2024 Notes in accordance with the 1940 Act and the rules promulgated thereunder. Any 2024 Notes repurchased by the Company may, at the Company's option, be surrendered to the Trustee for cancellation, but may not be reissued or resold by the Company. Any 2024 Notes surrendered for cancellation will be promptly canceled and no longer outstanding under the 2024 Notes Indenture. During the six months ended March 31, 2015 , the Company did not repurchase any of the 2024 Notes in the open market.
For the three and six months ended March 31, 2015 , the Company recorded interest expense of $1.2 million and $2.3 million , respectively, related to the 2024 Notes. For the three and six months ended March 31, 2014 , the Company recorded interest expense of
$1.2 million and $2.3 million, respectively, related to the 2024 Notes.
As of March 31, 2015 , there were $75.0 million 2024 Notes outstanding, which had a fair value of $74.5 million .

68

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


2028 Notes
In April and May 2013, the Company issued $86.3 million in aggregate principal amount of its 6.125% unsecured notes due 2028 (the "2028 Notes") for net proceeds of $83.4 million after deducting underwriting commissions of $2.6 million and offering costs of $0.3 million. The proceeds included the underwriters' full exercise of their overallotment option.
The 2028 Notes were issued pursuant to an indenture, dated April 30, 2012, as supplemented by the second supplemental indenture, dated April 4, 2013 (collectively, the "2028 Notes Indenture"), between the Company and the Trustee. The 2028 Notes are the Company's unsecured obligations and rank senior in right of payment to the Company's existing and future indebtedness that is expressly subordinated in right of payment to the 2028 Notes; equal in right of payment to the Company's existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company's secured indebtedness (including existing unsecured indebtedness that it later secures) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company's subsidiaries or financing vehicles.
Interest on the 2028 Notes is paid quarterly in arrears on January 30, April 30, July 30 and October 30, at a rate of 6.125% per annum. The 2028 Notes mature on April 30, 2028 and may be redeemed in whole or in part at any time or from time to time at the Company's option on or after April 30, 2018. The 2028 Notes are listed on the NASDAQ Global Select Market under the trading symbol "FSCFL" with a par value of $25.00 per share.
The 2028 Notes Indenture contains certain covenants, including covenants requiring the Company's compliance with (regardless of whether it is subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring the Company to provide financial information to the holders of the 2028 Notes and the Trustee if it ceases to be subject to the reporting requirements of the Securities Exchange Act of 1934. These covenants are subject to limitations and exceptions that are described in the 2028 Notes Indenture. The Company may repurchase the 2028 Notes in accordance with the 1940 Act and the rules promulgated thereunder. Any 2028 Notes repurchased by the Company may, at its option, be surrendered to the Trustee for cancellation, but may not be reissued or resold by the Company. Any 2028 Notes surrendered for cancellation will be promptly canceled and no longer outstanding under the 2028 Notes Indenture. During the six months ended March 31, 2015 the Company did not repurchase any of the 2028 Notes in the open market.
For the three and six months ended March 31, 2015 , the Company recorded interest expense of $1.4 million and $2.7 million respectively, related to the 2028 Notes. For the three and six months ended March 31, 2014 , the Company recorded interest expense of $1.3 million and $2.7 million respectively, related to the 2028 Notes.
As of March 31, 2015 , there were $86.3 million 2028 Notes outstanding, which had a fair value of $85.9 million .

Note 15. Secured Borrowings
The Company follows the guidance in ASC 860 when accounting for loan participations and other partial loan sales. Such guidance requires a participation or other partial loan sale to meet the definition of a "participating interest," as defined in the guidance, in order for sale treatment to be allowed. Participations or other partial loan sales which do not meet the definition of a participating interest remain on the Company's Consolidated Statement of Assets and Liabilities and the proceeds are recorded as a secured borrowing until the definition is met. Secured borrowings are carried at fair value to correspond with the related investments, which are carried at fair value.
As of March 31, 2015 , secured borrowings at fair value totaled $22.2 million and the fair value of the investments that are associated with these secured borrowings was $57.1 million . These secured borrowings were the result of the Company's completion of partial loan sales of a senior secured debt investment totaling $22.8 million during the fiscal year ended September 30, 2014 that did not meet the definition of a participating interest. As a result, sale treatment was not allowed and these partial loan sales were treated as secured borrowings. During the six months ended March 31, 2015 , there were $62.3 million of repayments on secured borrowings.
For the three and six months ended March 31, 2015 , the Company recorded interest expense of $0.4 million and $0.9 million , respectively, related to its secured borrowings. For the three and six months ended March 31, 2014 , the Company recorded interest expense of $0.2 million related to its secured borrowings.
As of March 31, 2015 , there were $22.3 million of secured borrowings outstanding, which had a fair value of $22.2 million .


69

FIFTH STREET FINANCE CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts, percentages and as otherwise indicated)


Note 16. Subsequent Events
The Company’s management evaluated subsequent events through the date of issuance of these Consolidated Financial Statements. There have been no subsequent events that occurred during such period that would require disclosure in, or would be required to be recognized in, the Consolidated Financial Statements as of and for the six months ended March 31, 2015 .

70


Schedule 12-14
Fifth Street Finance Corp.
Schedule of Investments in and Advances to Affiliates
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
Six months ended March 31, 2015
Portfolio Company/Type of Investment (1)
Amount of
Interest,
Fees or
Dividends
Credited in
Income (2)
Fair Value
at October 1,
2014
Gross
Additions (3)
Gross
Reductions(4)
Fair Value
at March 31,
2015
Control Investments
Traffic Solutions Holdings, Inc.
Second Lien Term Loan, 12% cash 3% PIK due 12/31/2016
$
1,248

$
14,905

$
352

$
(124
)
$
15,133

LC Facility, 8.5% cash due 12/31/2016
33


4

(4
)

746,114 Series A Preferred Units
899

17,564

900


18,464

746,114 Common Stock Units

6,113


(1,847
)
4,266

TransTrade Operators, Inc.
First Lien Term Loan, 11% cash 3% PIK due 5/31/2016
212

11,109

646

(2,256
)
9,499

First Lien Revolver, 8% cash due 5/31/2016
41


1,225

(671
)
554

596.67 Series A Common Units in TransTrade Holdings LLC





4,000,000 Series A Preferred Units in TransTrade Holdings LLC


2,000

(2,000
)

5,200,000 Preferred Units in TransTrade Holding LLC





HFG Holdings, LLC
First Lien Term Loan, 6% cash 4% PIK due 6/10/2019
5,135

96,935

2,282

(1,866
)
97,351

875,933 Class A Units

31,786


(11,017
)
20,769

First Star Aviation, LLC
First Lien Term Loan, 9% cash 3% PIK due 1/9/2018
1,081

16,556

601

(1,803
)
15,354

10,104,401 Common Units

10,329

1,531

(76
)
11,784

First Star Speir Aviation 1 Limited
First Lien Term Loan, 9% cash due 12/15/2015
2,778

61,155

947

(13,671
)
48,431

2,058,411.64 Common Units

3,572

901

(1,931
)
2,542

First Star Bermuda Aviation Limited
First Lien Term Loan, 9% cash 3% PIK due 8/19/2018
2,001

35,606

863

(11,008
)
25,461

4,256,042 Common Units

5,839


(1,605
)
4,234

Eagle Hospital Physicians, LLC
First Lien Term Loan A, 8% PIK due 8/1/2016
497

11,924

570

(46
)
12,448

First Lien Term Loan B, 8.1% PIK due 8/1/2016
137

3,262

157

(14
)
3,405

First Lien Revolver, 8% cash due 8/1/2016
120

2,847

5

(5
)
2,847

4,100,000 Class A Common Units

5,738

725


6,463

Senior Loan Fund JV I, LLC
Subordinated Note, LIBOR+8% cash due 5/2/2021
5,643

53,984

27,109

(159
)
80,934

87.5% equity interest (5)
2,975

5,650

5,127

(1,753
)
9,024

Miche Group, LLC

First Lien Revolver, L+8% cash due 12/18/2016
77


1,450


1,450

100 units in FSFC Miche, Inc.


5,305

(924
)
4,381

Total Control Investments
$
22,877

$
394,874

$
52,700

$
(52,780
)
$
394,794

Affiliate Investments
Caregiver Services, Inc.
Second Lien Term Loan, 10% cash 2% PIK due 6/30/2019
557

9,062

183

(93
)
9,152

1,080,399 shares of Series A Preferred Stock

3,805

130

(127
)
3,808

AmBath/ReBath Holdings, Inc.
First Lien Term Loan A, LIBOR+7% (3% floor) cash due 4/30/2016
39

1,222

6

(724
)
504

First Lien Term Loan B, 12.5% cash 2.5% PIK due 4/30/2016
2,024

26,032

516

(17
)
26,531

4,668,788 shares of Preferred Stock

643

191

(180
)
654

Total Affiliate Investments
$
2,620

$
40,764

$
1,026

$
(1,141
)
$
40,649

Total Control & Affiliate Investments
$
25,497

$
435,638

$
53,726

$
(53,921
)
$
435,443


71


This schedule should be read in connection with the Company's Consolidated Financial Statements, including the Consolidated Schedules of Investments and Notes to the Consolidated Financial Statements.
______________________
(1)
The principal amount and ownership detail as shown in the Company's Consolidated Schedules of Investments.
(2)
Represents the total amount of interest, fees and dividends credited to income for the portion of the year an investment was included in the Control or Non-Control/Non-Affiliate categories, respectively.
(3)
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on Investments and accrued PIK interest, and the exchange of one or more existing securities for one or more new securities. Gross additions also include net increases in unrealized appreciation or net decreases in unrealized depreciation as well as the movement of an existing portfolio company into this category or out of a different category.
(4)
Gross reductions include decreases in the cost basis of investment resulting from principal payments or sales and exchanges of one or more existing securities for one or more new securities. Gross reductions also include net increases in unrealized depreciation or net decreases in unrealized appreciation as well as the movement of an existing portfolio company out of this category and into a different category.
(5)
Together with Trinity Universal Insurance, the Company co-invests through SLF JV I. SLF JV I is capitalized as transactions are completed and all portfolio and investment decisions in respect to SLF JV I must be approved by the SLF JV I investment committee consisting of representatives of the Company and Kemper (with approval from a representative of each required).

72


Schedule 12-14
Fifth Street Finance Corp.
Schedule of Investments in and Advances to Affiliates
(in thousands, except share and per share amounts, percentages and as otherwise indicated)
Six months ended March 31, 2014

Portfolio Company/Type of Investment(1)
Amount of
Interest,
Fees or
Dividends
Credited in
Income(2)
Fair Value
at October 1,
2013
Gross
Additions(3)
Gross
Reductions(4)
Fair Value
at March 31, 2014
Control Investments
Traffic Solutions Holdings, Inc.
Second Lien Term Loan, 12% cash 3% PIK due 12/31/2016
$
1,355

$
14,499

$
508

$
(238
)
$
14,769

LC Facility, 8.5% cash due 12/31/2016
129


4

(4
)

746,114 Series A Preferred Units
813

15,891

814


16,705

746,114 Common Stock Units

10,529

60

(673
)
9,916

TransTrade Operators, Inc.
First Lien Term Loan, 11% cash 3% PIK due 5/31/2016
1,018

13,524

1,020

(3,050
)
11,494

First Lien Revolver, 8% cash due 5/31/2016
5





596.67 Series A Common Units in TransTrade Holding LLC





5,200,000 Preferred Units in TransTrade Holding LLC

539

2,167

(2,706
)

HFG Holdings, LLC
First Lien Term Loan, 6% cash 4% PIK due 6/10/2019
4,857

93,297

2,018

(188
)
95,127

860,000 Class A Units

22,346

5,528


27,874

First Star Aviation, LLC
First Lien Term Loan, 9% cash 3% PIK due 1/9/2018
2,294

19,211

15,697

(942
)
33,966

10,104,401 Common Units

5,264

8,129


13,393

First Star Speir Aviation 1 Limited
First Lien Term Loan, 9% cash due 7/30/2018
977


21,180

(580
)
20,600

1,087,445 Common Units


1,087


1,087

First Star Bermuda Aviation Limited
First Lien Term Loan, 9% cash 3% PIK due 8/19/2018
1,018


12,699

(898
)
11,801

4,256,042 Common Units


4,256


4,256

Eagle Hospital Physicians, LLC
First Lien Term Loan A, 8% PIK due 8/1/2016
459

11,149

461

(34
)
11,576

First Lien Term Loan B, 8.1% PIK due 8/1/2016
127

3,050

127

(10
)
3,167

First Lien Revolver, 8% cash due 8/1/2016
45


1,637

(4
)
1,633

4,100,000 Class A Common Units

6,203

87

(40
)
6,250

Total Control Investments
$
13,097

$
215,502

$
77,479

$
(9,367
)
$
283,614

Affiliate Investments
Caregiver Services, Inc.
Second Lien Term Loan, 10% cash 2% PIK due 6/30/2019
473


9,217

(197
)
9,020

1,080,399 shares of Series A Preferred Stock

3,256

323


3,579

AmBath/ReBath Holdings, Inc.
First Lien Term Loan A, LIBOR+7% (3% floor) cash due 4/30/2016
144

3,272

28

(754
)
2,546

First Lien Term Loan B, 12.5% cash 2.5% PIK due 4/30/2016
1,970

25,317

695

(33
)
25,979

4,668,788 shares of Preferred Stock

87

504


591

Total Affiliate Investments
$
2,587

$
31,932

$
10,767

$
(984
)
$
41,715

Total Control & Affiliate Investments
$
15,684

$
247,434

$
88,246

$
(10,351
)
$
325,329


73


This schedule should be read in connection with the Company’s Consolidated Financial Statements, including the Consolidated Schedules of Investments and Notes to the Consolidated Financial Statements.
______________________
(1)
The principal amount and ownership detail as shown in the Consolidated Schedules of Investments.
(2)
Represents the total amount of interest, fees and dividends credited to income for the portion of the year an investment was included in the Control or Non-Control/Non-Affiliate categories, respectively.
(3)
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, follow-on Investments and accrued PIK interest, and the exchange of one or more existing securities for one or more new securities. Gross additions also include net increases in unrealized appreciation or net decreases in unrealized depreciation as well as the movement of an existing portfolio company into this category or out of a different category.
(4)
Gross reductions include decreases in the cost basis of investment resulting from principal payments or sales and exchanges of one or more existing securities for one or more new securities. Gross reductions also include net increases in unrealized depreciation or net decreases in unrealized appreciation as well as the movement of an existing portfolio company out of this category and into a different category.




74



Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in connection with our Consolidated Financial Statements and the notes thereto included elsewhere in this quarterly report on Form 10-Q.
Some of the statements in this quarterly report on Form 10-Q constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this quarterly report on Form 10-Q may include statements as to:
our future operating results and dividend projections;
our business prospects and the prospects of our portfolio companies;
the impact of the investments that we expect to make;
the ability of our portfolio companies to achieve their objectives;
our expected financings and investments;
the adequacy of our cash resources and working capital; and
the timing of cash flows, if any, from the operations of our portfolio companies.
In addition, words such as "anticipate," "believe," "expect," "seek," "plan," "should," "estimate," "project" and "intend" indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in "Risk Factors" in our annual report on Form 10-K for the year ended September 30, 2014 and elsewhere in this quarterly report on Form 10-Q for the quarter ended March 31, 2015 . Other factors that could cause actual results to differ materially include:
changes in the economy and the financial markets;
risks associated with possible disruption in our operations or the economy generally due to terrorism or natural disasters;
future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities) and conditions in our operating areas, particularly with respect to business development companies, SBICs or RICs; and
other considerations that may be disclosed from time to time in our publicly disseminated documents and filings.
We have based the forward-looking statements included in this quarterly report on Form 10-Q on information available to us on the date of this quarterly report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Except as otherwise specified, references to the "Company," "we," "us," and "our," refer to Fifth Street Finance Corp.
All amounts are in thousands, except share and per share amounts, percentages and as otherwise indicated.
Overview
We are a specialty finance company that lends to and invests in small and mid-sized companies, primarily in connection with investments by private equity sponsors. Our investment objective is to maximize our portfolio's total return by generating current income from our debt investments and capital appreciation from our equity investments.
We were formed as a Delaware limited partnership (Fifth Street Mezzanine Partners III, L.P.) on February 15, 2007. Effective as of January 2, 2008, Fifth Street Mezzanine Partners III, L.P. merged with and into Fifth Street Finance Corp. At the time of the merger, all outstanding partnership interests in Fifth Street Mezzanine Partners III, L.P. were exchanged for 12,480,972 shares of common stock in Fifth Street Finance Corp.
On June 17, 2008, we completed an initial public offering of 10,000,000 shares of our common stock at the offering price of $14.12 per share. Our stock was listed on the New York Stock Exchange until November 28, 2011 when we transferred the listing to the NASDAQ Global Select Market, where it continues to trade under the symbol "FSC."


75



Critical Accounting Policies

Basis of Presentation
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP") requires management to make certain estimates and assumptions affecting amounts reported in the Consolidated Financial Statements. We have identified investment valuation and revenue recognition as our most critical accounting estimates. We continuously evaluate our estimates, including those related to the matters described below. These estimates are based on the information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from those estimates under different assumptions or conditions. A discussion of our critical accounting policies follows.
Investment Valuation
We are required to report our investments that are not publicly traded or for which current market values are not readily available at fair value. The fair value is deemed to be the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
In accordance with authoritative accounting guidance, we perform detailed valuations of our debt and equity investments on an individual basis, using bond yield, market and income approaches as appropriate. In general, we utilize a bond yield method for the majority of our investments, as long as it is appropriate. If, in our judgment, the bond yield approach is not appropriate, we may use the market approach, income approach, or, in certain cases, an alternative methodology potentially including market quotations, asset liquidation model, expected recovery model or other alternative approaches.

Financial instruments with readily available quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment inherent in measuring fair value. As such, our capital markets group obtains and analyzes readily available market quotations provided by independent pricing services for all of our senior secured debt investments for which quotations are available. In determining the fair value of a particular investment, pricing services use observable market information, including both binding and non-binding indicative quotations. These investments are generally classified as Level 3 because the quoted prices may be indicative in nature for securities that are in an inactive market, may be for similar securities or may require adjustment for investment-specific factors or restrictions.

We evaluate the prices obtained from independent pricing services based on available market information and company specific data that could affect the credit quality and/or fair value of the investment. We do not adjust any of the prices received from these sources unless we have a reason to believe any such market quotations are not reflective of the fair value of an investment.

Market quotations may be deemed not to represent fair value where we believe that facts and circumstances applicable to an issuer, a seller or purchaser or the market for a particular security causes current market quotations not to reflect the fair value of the security, among other reasons. Examples of these events could include cases when a security trades infrequently causing a quoted purchase or sale price to become stale or in the event of a “fire sale" by a distressed seller. In these instances, we value such investments by using the valuation procedure that we use with respect to assets for which market quotations are not readily available (as discussed below).

If the quotation provided by the pricing service is based on only one or two market sources, we perform additional procedures to corroborate such information, generally including but not limited to, the bond yield approach discussed below and a quantitative and qualitative assessment of the credit quality and market trends affecting the portfolio company.
Under the bond yield approach, we use bond yield models to determine the present value of the future cash flow streams of our debt investments. We review various sources of transactional data, including private mergers and acquisitions involving debt investments with similar characteristics, and assess the information in the valuation process.
Under the market approach, we estimate the enterprise value of the portfolio companies in which we invest. There is no one methodology to estimate enterprise value and, in fact, for any one portfolio company, enterprise value is best expressed as a range of fair values from which we derive a single estimate of enterprise value. To estimate the enterprise value of a portfolio company, we analyze various factors, including the portfolio company's historical and projected financial results. Typically, private companies are valued based on multiples of EBITDA (earnings before interest, taxes, depreciation and amortization), cash flows, net income or revenues. We generally require portfolio companies to provide annual audited and quarterly or monthly unaudited financial statements, as well as annual projections for the upcoming fiscal year.
Under the income approach, we generally prepare and analyze discounted cash flow models based on our projections of the future free cash flows of the business.

76



We estimate the fair value of privately held warrants using a Black Scholes pricing model. At each reporting date, privately held warrants are valued based on an analysis of various factors and subjective assumptions including, but not limited to, the current stock price (by analyzing the portfolio company's operating performance and financial condition and general market conditions), the expected period until exercise, expected volatility of the underlying stock price, expected dividends, and the risk free rate. Changes in the subjective input assumptions can materially affect the fair value estimates.
Our Board of Directors undertakes a multi-step valuation process each quarter in connection with determining the fair value of the investment portfolio:
The quarterly valuation process begins with each portfolio company or investment being initially valued either by our capital markets group for quoted investments or our finance department for unquoted investments;
Preliminary valuations are then reviewed and discussed with principals of the Investment Adviser;
Separately, independent valuation firms engaged by our Board of Directors prepare preliminary valuations of our investments, on a selected basis, for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment, and submit the reports to us;
The finance department compares and contrasts its preliminary valuations to the preliminary valuations of the independent valuation firms;
Our finance department prepares a valuation report for the Audit Committee of our Board of Directors;
The Audit Committee of our Board of Directors is apprised of the preliminary valuations of the independent valuation firms;
The Audit Committee of our Board of Directors reviews the preliminary valuations with the portfolio managers of the Investment Adviser, and the finance department responds and supplements the preliminary valuations to reflect any comments provided by the Audit Committee;
The Audit Committee of our Board of Directors makes a recommendation to the Board of Directors regarding the fair value of the investments in our portfolio; and
Our Board of Directors discusses valuations and determines the fair value of each investment in our portfolio in good faith.
The fair value of all of our investments at March 31, 2015 , and September 30, 2014 , was determined by our Board of Directors. Our Board of Directors has authorized the engagement of independent valuation firms to provide us with valuation assistance. We will continue to engage independent valuation firms to provide us with assistance regarding our determination of the fair value of selected portfolio securities for which market quotations are not readily available or are readily available but deemed not reflective of the fair value of the investment each quarter; however, our Board of Directors is ultimately and solely responsible for the valuation of our portfolio investments at fair value as determined in good faith pursuant to our valuation policy and a consistently applied valuation process.
In certain cases, an independent valuation firm may perform a portfolio company valuation which is reviewed and, where appropriate, relied upon by our Board of Directors in determining the fair value of such investment.
The percentages of our portfolio, at fair value, valued by independent valuation firms each period during the current and two preceding fiscal years were as follows:
For the quarter ended December 31, 2012
79.5
%
For the quarter ended March 31, 2013
73.8
%
For the quarter ended June 30, 2013
76.4
%
For the quarter ended September 30, 2013
86.5
%
For the quarter ended December 31, 2013
78.9
%
For the quarter ended March 31, 2014
80.7
%
For the quarter ended June 30, 2014
68.5
%
For the quarter ended September 30, 2014
84.0
%
For the quarter ended December 31, 2014
78.5
%
For the quarter ended March 31, 2015
72.9
%
As of March 31, 2015 and September 30, 2014 , approximately 93.0% and 93.5%, respectively, of our total assets represented investments in portfolio companies valued at fair value.

77



Revenue Recognition
Interest and Dividend Income
Interest income, adjusted for accretion of original issue discount, or OID, is recorded on the accrual basis to the extent that such amounts are expected to be collected. We stop accruing interest on investments when it is determined that interest is no longer collectible. Distributions of income from portfolio companies are generally recorded as dividend income on the ex-dividend date.
Fee Income
We receive a variety of fees in the ordinary course of business including servicing, advisory, structuring and prepayment fees, which are classified as fee income and recognized as they are earned.
We have also structured exit fees across certain of our portfolio investments to be received upon the future exit of those investments. Exit fees are payable upon the exit of a debt security. These fees are to be paid to us upon the sooner to occur of (i) a sale of the borrower or substantially all of the assets of the borrower, (ii) the maturity date of the loan or (iii) the date when full prepayment of the loan occurs. The receipt of such fees is contingent upon the occurrence of one of the events listed above for each of the investments. A percentage of these fees is included in net investment income over the life of the loan. As of March 31, 2015 , we had structured $2.7 million in aggregate exit fees across four portfolio investments upon the future exit of those investments.
Payment-in-Kind (PIK) Interest
Our loans typically contain contractual PIK interest provisions. The PIK interest, which represents contractually deferred interest added to the loan balance that is generally due at the end of the loan term, is generally recorded on the accrual basis to the extent such amounts are expected to be collected. We generally cease accruing PIK interest if there is insufficient value to support the accrual or if we do not expect the portfolio company to be able to pay all principal and interest due. Our decision to cease accruing PIK interest involves subjective judgments and determinations based on available information about a particular portfolio company, including whether the portfolio company is current with respect to its payment of principal and interest on its loans and debt securities; monthly and quarterly financial statements and financial projections for the portfolio company; our assessment of the portfolio company's business development success, including product development, profitability and the portfolio company's overall adherence to its business plan; information obtained by us in connection with periodic formal update interviews with the portfolio company's management and, if appropriate, the private equity sponsor; and information about the general economic and market conditions in which the portfolio company operates. Based on this and other information, we determine whether to cease accruing PIK interest on a loan or debt security when it is determined that PIK interest is no longer collectible. Our determination to cease accruing PIK interest on a loan or debt security is generally made well before our full write-down of such loan or debt security. In addition, if it is subsequently determined that we will not be able to collect any previously accrued PIK interest, the fair value of our loans or debt securities would decline by the amount of such previously accrued, but uncollectible, PIK interest.
For a discussion of risks we are subject to as a result of our use of PIK interest in connection with our investments, see "Risk Factors — Risks Relating to Our Business and Structure — We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income," "— We may in the future choose to pay dividends in our own stock, in which case you may be required to pay tax in excess of the cash you receive" and "— Our incentive fee may induce our investment adviser to make speculative investments" in our annual report on Form 10-K for the year ended September 30, 2014. In addition, if it is subsequently determined that we will not be able to collect any previously accrued PIK interest, the fair value of our loans or debt securities would decline by the amount of such previously accrued, but uncollectible, PIK interest. The accrual of PIK interest on our debt investments increases the recorded cost basis of these investments in our Consolidated Financial Statements and, as a result, increases the cost basis of these investments for purposes of computing the capital gains incentive fee payable by us to our Investment Adviser.
To maintain our status as a RIC, PIK income must be paid out to our stockholders as distributions, even though we have not yet collected the cash and may never collect the cash relating to the PIK interest. Accumulated PIK interest was $46.5 million, or 1.8% of the fair value of our portfolio of investments as of March 31, 2015 and $39.7 million or 1.6% as of September 30, 2014 . The net increases in loan balances as a result of contractual PIK arrangements are separately identified in our Consolidated Statements of Cash Flows.

78



Portfolio Composition
Our investments principally consist of loans, purchased equity investments and equity grants in privately-held companies. Our loans are typically secured by a first, second or subordinated lien on the assets of the portfolio company and generally have terms of up to six years (but an expected average life of between three and four years). We are currently focusing our origination efforts on a prudent mix of senior secured and subordinated loans which we believe will provide superior risk-adjusted returns while maintaining adequate credit protection. The mix may change over time based on market conditions and management's view of where the best risk- adjusted returns are available.
A summary of the composition of our investment portfolio at cost and fair value as a percentage of total investments is shown in the following tables:
March 31, 2015
September 30, 2014
Cost:
Senior secured debt
80.22
%
79.72
%
Subordinated debt
9.81

11.67

CLO debt
1.14

1.18

Subordinated notes of SLF JV I
3.13

2.16

LLC equity interests of SLF JV I
0.35

0.24

Purchased equity
4.47

4.31

Equity grants
0.12

0.22

Limited partnership interests
0.76

0.50

Total
100.00
%
100.00
%
March 31, 2015
September 30, 2014
Fair value:
Senior secured debt
80.12
%
79.01
%
Subordinated debt
9.23

11.61

CLO debt
1.14

1.18

Subordinated notes of SLF JV I
3.19

2.16

LLC equity interests of SLF JV I
0.36

0.23

Purchased equity
4.91

5.04

Equity grants
0.30

0.30

Limited partnership interests
0.75

0.47

Total
100.00
%
100.00
%

79



The industry composition of our portfolio at cost and fair value as a percentage of total investments was as follows:

March 31, 2015
September 30, 2014
Cost:
Healthcare services
19.21
%
15.03
%
Internet software & services
11.63

6.31

Education services
6.52

9.35

Advertising
5.32

6.59

Specialized finance
4.63

4.76

Airlines
4.04

5.18

Diversified support services
4.00

4.71

Multi-sector holdings
3.86

2.74

Data processing & outsourced services
3.57

2.42

Healthcare equipment
2.76

3.04

Application software
2.53

5.57

Oil & gas equipment services
2.52

3.86

Industrial machinery
2.48

2.14

Leisure facilities
2.40

1.97

Specialty stores
2.34

2.46

IT consulting & other services
2.04

3.86

Research & consulting services
2.00

0.59

Integrated telecommunication services
1.90

1.87

Pharmaceuticals
1.80

1.86

Household products
1.42

1.52

Construction & engineering
1.39

1.39

Human resources & employment services
1.18

2.05

Leisure products
1.17

0.83

Asset management & custody banks
1.14

1.18

Air freight and logistics
1.09

1.30

Home improvement retail
1.05

1.10

Cable & satellite
1.04

1.08

Apparel, accessories & luxury goods
0.85

1.43

Consumer electronics
0.83

0.76

Auto parts & equipment
0.64

0.66

Other diversified financial services
0.60

0.62

Security & alarm services
0.52

0.53

Food retail
0.43


Specialty chemicals
0.41

0.54

Thrift & mortgage finance
0.38

0.16

Healthcare technology
0.31

0.32

Systems software

0.22

Total
100.00
%
100.00
%

80



March 31, 2015
September 30, 2014
Fair value:
Healthcare services
19.69
%
15.23
%
Internet software & services
11.88

6.43

Education services
6.02

9.28

Advertising
5.40

6.58

Specialized finance
4.65

5.16

Airlines
4.25

5.33

Diversified support services
4.05

4.71

Multi-sector holdings
3.94

2.70

Data processing & outsourced services
3.64

2.40

Healthcare equipment
2.83

3.06

Industrial machinery
2.62

5.62

Application software
2.61

2.20

Leisure facilities
2.50

1.98

Specialty stores
2.32

2.38

IT consulting & other services
2.07

3.89

Research & consulting services
2.03

0.60

Integrated Telecommunication Services
1.91

3.71

Pharmaceuticals
1.88

1.86

Oil & gas equipment services
1.84

1.87

Construction & engineering
1.49

1.55

Leisure products
1.35

0.94

Human resources & employment services
1.23

2.06

Asset management & custody banks
1.14

1.18

Home improvement retail
1.09

1.12

Cable & satellite
1.07

1.08

Household products
0.91

1.47

Apparel, accessories & luxury goods
0.85

0.91

Consumer electronics
0.85

0.77

Auto parts & equipment
0.71

0.70

Other diversified financial services
0.62

0.63

Security & alarm services
0.52

0.53

Air freight and logistics
0.50

0.84

Food retail
0.43

0.00

Specialty chemicals
0.42

0.54

Thrift & mortgage finance
0.38

0.16

Healthcare technology
0.31

0.32

Systems software

0.21

Total
100.00
%
100.00
%
Portfolio Asset Quality
We employ a ranking system to assess and monitor the credit risk of our investment portfolio. We rank all investments on a scale from 1 to 4. The system is intended to reflect the performance of the borrower's business, the collateral coverage of the loan, and other factors considered relevant to making a credit judgment. We have determined that there should be an individual ranking assigned to each tranche of securities in the same portfolio company where appropriate. This may arise when the perceived risk of loss on the investment varies significantly between tranches due to their respective seniority in the capital structure.
Investment Ranking 1 is used for investments that are performing above expectations and/or capital gains are expected.
Investment Ranking 2 is used for investments that are performing substantially within our expectations, and whose risks

81



remain materially consistent with the potential risks at the time of the original or restructured investment. All new investments are initially ranked 2.
Investment Ranking 3 is used for investments that are performing below our expectations and for which risk has materially increased since the original or restructured investment. The portfolio company may be out of compliance with debt covenants and may require closer monitoring. To the extent that the underlying agreement has a PIK interest provision, investments with a ranking of 3 are generally those on which we are not accruing PIK interest.
Investment Ranking 4 is used for investments that are performing substantially below our expectations and for which risk has increased substantially since the original or restructured investment. Investments with a ranking of 4 are those for which some loss of principal is expected and are generally those on which we are not accruing cash interest.
The following table shows the distribution of our investments on the 1 to 4 investment ranking scale at fair value as of March 31, 2015 and September 30, 2014 :
Investment Ranking
March 31, 2015
September 30, 2014
Fair Value
% of Portfolio
Leverage Ratio
Fair Value
% of Portfolio
Leverage Ratio
1
$
41,485

1.63
%
0.83

$
65,268

2.61
%
1.94

2
2,435,637

95.96

4.61

2,424,290

97.14

4.84

3
27,968

1.11

NM

(1)



4
33,053

1.30

NM

(1)
6,356

0.25

NM

(1)
Total
$
2,538,143

100.00
%
4.57

$
2,495,914

100.00
%
4.75

__________________
(1)
Due to operating performance this ratio is not measurable and, as a result, is excluded from the total portfolio calculation.
We may from time to time modify the payment terms of our investments, either in response to current economic conditions and their impact on certain of our portfolio companies or in accordance with tier pricing provisions in certain loan agreements. As of March 31, 2015 , we had modified the payment terms of our investments in 16 portfolio companies. Such modified terms may include increased PIK interest provisions and reduced cash interest rates. These modifications, and any future modifications to our loan agreements, may limit the amount of interest income that we recognize from the modified investments, which may, in turn, limit our ability to make distributions to our stockholders.
Loans and Debt Securities on Non-Accrual Status
As of March 31, 2015 , there were four investments on which we had stopped accruing cash and/or PIK interest and OID income. As of September 30, 2014 , there was one investment on which we had stopped accruing cash interest, PIK interest or OID income. As of March 31, 2014 , there were no investments on which we had stopped accruing cash and/or PIK interest and OID income.
The percentages of our debt investments at cost and fair value by accrual status for the years ended March 31, 2015 , September 30, 2014 and March 31, 2014 were as follows:
March 31, 2015
September 30, 2014
March 31, 2014
Cost
% of Debt
Portfolio
Fair
Value
% of Debt
Portfolio
Cost
% of Debt
Portfolio
Fair
Value
% of Debt
Portfolio
Cost
% of Debt
Portfolio
Fair
Value
% of Debt
Portfolio
Accrual
$
2,342,962

96.02
%
$
2,326,748

97.86
%
$
2,345,637

99.25
%
$
2,339,087

99.73
%
$
2,547,864

100.00
%
$
2,551,371

100.00
%
PIK non-accrual
31,431

1.29

17,914

0.75









Cash non-accrual(1)
65,767

2.69

33,054

1.39

17,752

0.75

6,356

0.27





Total
$
2,440,160

100.00
%
$
2,377,716

100.00
%
$
2,363,389

100.00
%
$
2,345,443

100.00
%
$
2,547,864

100.00
%
$
2,551,371

100.00
%
___________________
(1)
Cash non-accrual status is inclusive of PIK and other noncash income, where applicable.


82



The non-accrual status of our portfolio investments as of March 31, 2015 , September 30, 2014 and March 31, 2014 was as follows:
March 31, 2015
September 30, 2014
March 31, 2014
Miche Bag, LLC (2)
Cash non-accrual (1)
Phoenix Brands Merger Sub LLC
PIK non-accrual
CCCG, LLC
Cash non-accrual (1)


JTC Education, Inc.
Cash non-accrual (1)
Edmentum, Inc.
Cash non-accrual (1)


__________________
(1)
Cash non-accrual status is inclusive of PIK and other noncash income, where applicable.
(2)
We did not hold this investment at March 31, 2015 . See Note 9 for a discussion of our recent realization events.

Income non-accrual amounts for the three and six months ended March 31, 2015 and March 31, 2014 were as follows:
Three months ended
March 31, 2015 (1)
Three months ended
March 31, 2014
Six months
ended
March 31, 2015 (1)
Six months
ended
March 31, 2014
Cash interest income
$
1,710

$

$
1,710

$

PIK interest income
1,707


4,946


OID income


583


Total
$
3,417

$

$
7,239

$

___________________
(1)
Income non-accrual amounts for the year may include amounts for investments that were no longer held at the end of the period.

Senior Loan Fund JV I, LLC
In May, 2014, we entered into an LLC agreement with Trinity Universal Insurance Company, a subsidiary of Kemper to form SLF JV I. On July 1, 2014, SLF JV I began investing in senior secured loans of middle market companies and other corporate debt securities. We co-invest in these securities with Kemper through our investment in SLF JV I. SLF JV I is managed by a four person Board of Directors, two of whom are selected by us and two of whom are selected by Kemper. SLF JV I is capitalized pro rata with subordinated notes and LLC equity interests as transactions are completed. The subordinated notes mature on May 2, 2021. All portfolio decisions and investment decisions in respect of SLF JV I must be approved by the SLF JV I investment committee, which consists of one representative from us and one representative of Kemper (with approval from a representative of each required). As of March 31, 2015 and September 30, 2014 , we and Kemper owned, in the aggregate, 87.5% and 12.5% , respectively, of each of the outstanding subordinated notes and LLC equity interests.
We have determined that SLF JV I is an investment company under ASC 946, however, in accordance with such guidance, we will generally not consolidate our investment in a company other than a wholly-owned investment company subsidiary or a controlled operating company whose business consists of providing services to us. Accordingly, we do not consolidate our noncontrolling interest in SLF JV I.
As of March 31, 2015 and September 30, 2014 , SLF JV I had total assets of $308.1 million and $186.0 million , respectively. Our investment in SLF JV I consisted of LLC equity interests of $9.0 million and subordinated notes of $80.9 million , at fair value as of March 31, 2015 . As of September 30, 2014 , our investment consisted of LLC equity interests of $5.6 million and subordinated notes of $54.0 million , at fair value. The subordinated notes are junior in right of payment to the repayment of temporary contributions made by us to fund investments of SLF JV I. SLF JV I's portfolio consisted of middle-market and other corporate debt securities of 27 and 18 "eligible portfolio companies" (as defined in the Section 2(a)(46) of the 1940 Act) as of March 31, 2015 and September 30, 2014 , respectively. As of March 31, 2015 , the largest investment in a single company in SLF JV I's portfolio in aggregate principal amount was $20.0 million , and the five largest investments in portfolio companies in SLF JV I totaled $89.4 million in aggregate principal amount. As of September 30, 2014 , the largest investment in a single company in SLF JV I's portfolio in aggregate principal amount was $20.0 million , and the five largest investments in portfolio companies in SLF JV I totaled $60.0 million in aggregate principal amount. The portfolio companies in SLF JV I are in industries similar to those in which we may invest directly.
As of March 31, 2015 and September 30, 2014 , SLF JV I had total capital commitments of $200.0 million , $175.0 million of which was from us and the remaining $25.0 million from Kemper. Approximately $102.8 million and $68.6 million , respectively, was funded as of March 31, 2015 and September 30, 2014 relating to these commitments, of which $90.0 million and $60.0 million ,

83



respectively, was from us. As of March 31, 2015 and September 30, 2014 , we had commitments to fund subordinated notes to SLF JV I of $157.5 million , of which $76.5 million and $103.5 million was unfunded, respectively. As of March 31, 2015 and September 30, 2014 , we had commitments to fund LLC equity interests in SLF JV I of $17.5 million , of which $8.5 million and $11.5 million was unfunded, respectively. Additionally, SLF JV I's Deutsche Bank facility has a stated maturity date of July 1, 2019, which permitted up to $200.0 million of borrowings as of March 31, 2015 and September 30, 2014 . Borrowings under the facility bore interest at a rate equal to the 3-month LIBOR plus 2.25% per annum with no LIBOR floor as of March 31, 2015 . Under the Deutsche Bank facility, $200.0 million and $109.3 million was outstanding as of March 31, 2015 and September 30, 2014 , respectively.
Below is a summary of SLF JV I's portfolio, followed by a listing of the individual loans in SLF JV I's portfolio as of March 31, 2015 and September 30, 2014 :

March 31, 2015
September 30, 2014
Senior secured loans (1)
$290,533
$158,451
Weighted average current interest rate on senior secured loans (2)
7.96%
8.09%
Number of borrowers in SLF JV I
27
18
Largest loan to a single borrower (1)
$20,000
$20,000
Total of five largest loans to borrowers (1)
$89,356
$60,000
__________________
(1) At principal amount.
(2) Computed as the (a) annual interest on accruing senior secured loans divided by (b) total senior secured loans at fair value.


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SLF JV I Loan Portfolio as of March 31, 2015
Portfolio Company
Industry
Investment Type
Maturity Date
Current Interest Rate (1)
Principal
Cost
Fair Value (2)
AdVenture Interactive, Corp. (3)
Advertising
First Lien
3/22/2018
LIBOR+7.75% (1% floor)
$
9,907

$
9,860

$
9,887

All Web Leads, Inc. (3)
Advertising
First Lien
11/26/2018
LIBOR+8% (1% floor)
9,810

9,810

9,767

AMAG Pharmaceuticals, Inc.
Pharmaceuticals
First Lien
11/20/2020
LIBOR+6.25% (1% floor)
14,625

14,625

14,790

Ameritox Ltd. (3)
Healthcare services
First Lien
6/23/2019
LIBOR+7.5% (1% floor)
19,875

19,490

19,496

Ansira Partners, Inc.
Advertising
First Lien
5/4/2017
LIBOR+5.0% (1.5% floor)
8,312

8,291

8,313

Digicert, Inc. (3)
Internet software & services
Second Lien
6/2/2020
LIBOR+8.25% (1% floor)
8,750

8,679

8,695

EOS Fitness Opco Holdings, LLC (3)
Leisure facilities
First Lien
12/30/2019
LIBOR+8.75% (0.75% floor)
19,950

19,950

19,745

First Choice ER, LLC (3)
Healthcare services
First Lien
10/31/2018
LIBOR+7.5% (1% floor)
20,000

20,017

20,098

Garretson Firm Resolution Group, Inc.
Diversified support services
First Lien
12/20/2018
LIBOR+5% (1.25% floor)
6,551

6,543

6,469

GTCR Valor Companies, Inc.
Advertising
First Lien
5/30/2021
LIBOR+5% (1% floor)
9,950

9,725

9,925

Idera Inc. (3)
Internet software & services
First Lien
11/5/2020
LIBOR+5.5% (0.5% floor)
10,000

9,856

9,913

InMotion Entertainment Group, LLC (3)
Consumer electronics
First Lien
10/1/2018
LIBOR+7.75% (1.25% floor)
10,000

10,033

10,173

Integrated Petroleum Technologies, Inc. (3)
Oil & gas equipment services
First Lien
3/31/2019
LIBOR+7.5% (1% floor)
9,811

9,811

9,545

Lift Brands, Inc. (3)
Leisure facilities
First Lien
12/23/2019
LIBOR+7.5% (1% floor)
9,810

9,810

9,875

MedTech Group, Inc.
Healthcare equipment
First Lien
9/7/2016
LIBOR+5.25% (1.25% floor)
12,092

12,069

11,849

Meritas Schools Holdings LLC
Education services
First Lien
6/25/2019
LIBOR+5.75% (1.25% floor)
5,831

5,825

5,831

Metamorph US 3, LLC (3)
Internet software & services
First Lien
12/1/2020
LIBOR+5.5% (1% floor)
12,422

12,240

12,242

Motion Recruitment Partners LLC (3)
Human resources & employment services
First Lien
2/13/2020
LIBOR+6% (1% floor)
5,000

4,889

5,000

OmniSYS Acquisition Corporation (3)
Diversified support services
First Lien
11/21/2018
LIBOR+7.5% (1% floor)
9,810

9,810

9,810

OnCourse Learning Corporation (3)
Education services
First Lien
2/28/2019
LIBOR+7.5% (1% floor)
10,000

10,000

9,961

TIBCO Software, Inc.
Internet software & services
First Lien
12/4/2020
LIBOR+5.5% (1% floor)
6,000

5,727

6,011

Total Military Management, Inc.
Air freight and logistics
First Lien
3/31/2019
LIBOR+5.75% (1.25% floor)
12,757

12,765

12,761

TravelClick, Inc. (3)
Internet software & services
Second Lien
11/8/2021
LIBOR+7.5% (1% floor)
10,000

10,000

9,825

TrialCard Incorporated (3)
Healthcare services
First Lien
12/31/2019
LIBOR+5.25% (1% floor)
14,906

14,764

14,810

Yeti Acquisition, LLC (3)
Leisure products
First Lien
6/15/2017
LIBOR+7% (1.25% floor)
5,766

5,803

5,753

First Lien
6/15/2017
LIBOR+10.25% (1.25% floor) 1% PIK
3,710

3,727

3,712


9,530

9,465

TV Borrower US, LLC
Integrated telecommunications services
First Lien
1/8/2021
LIBOR+5% (1% floor)
9,950

9,951

9,767

Vitera Healthcare Solutions, LLC
Healthcare technology
First Lien
11/4/2020
LIBOR+5% (1% floor)
4,938

4,939

4,955

$
290,533

$
289,009

$
288,978

__________________
(1) Represents the current interest rate as of March 31, 2015 . All interest rates are payable in cash, unless otherwise noted.
(2) Represents the fair value determined utilizing a similar process as us in accordance with ASC 820. However, the determination of such fair value is not included in the valuation process of the Board of Directors described elsewhere herein.
(3) This investment is held by both us and SLF JV I at March 31, 2015 .



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SLF JV I Loan Portfolio as of September 30, 2014
Portfolio Company
Industry
Investment Type
Maturity Date
Current Interest Rate (1)
Principal
Cost
Fair Value (2)
All Web Leads, Inc. (3)
Advertising
First Lien
11/26/2018
LIBOR+8% (1% floor)
$
9,937

$
9,937

$
9,867

Ansira Partners, Inc. (3)
Advertising
First Lien
5/4/2017
LIBOR+5.0% (1.5% floor)
3,553

3,536

3,549

Drugtest, Inc. (3)
Human resources & employment services
First Lien
6/27/2018
LIBOR+ 5.75% (1% floor)
9,859

9,924

9,940

First Choice ER, LLC (3)
Healthcare services
First Lien
10/31/2018
LIBOR+7.5% (1% floor)
20,000

20,019

20,166

InMotion Entertainment Group, LLC (3)
Consumer electronics
First Lien
10/1/2018
LIBOR+7.75% (1.25% floor)
10,000

10,038

10,043

Integrated Petroleum Technologies, Inc. (3)
Oil & gas equipment services
First Lien
3/31/2019
LIBOR+7.5% (1% floor)
9,937

9,937

9,987

Lift Brands, Inc. (3)
Leisure facilities
First Lien
12/23/2019
LIBOR+7.5% (1% floor)
9,937

9,937

9,881

MedTech Group, Inc.
Healthcare equipment
First Lien
9/7/2016
LIBOR+5.25% (1.25% floor)
4,663

4,667

4,644

Olson + Co., Inc. (3)
Advertising
First Lien
9/30/2017
LIBOR+5.75% (1.5% floor)
4,257

4,257

4,257

OmniSYS Acquisition Corporation (3)
Diversified support services
First Lien
11/21/2018
LIBOR+7.5% (1% floor)
9,937

9,937

9,887

OnCourse Learning Corporation (3)
Education services
First Lien
2/28/2019
LIBOR+7.5% (1% floor)
10,000

10,000

10,030

Teaching Strategies, LLC (3)
Education services
First Lien
12/21/2017
LIBOR+6% (1.25% floor)
9,490

9,592

9,490

Total Military Management, Inc. (3)
Air freight and logistics
First Lien
3/31/2019
LIBOR+5.75% (1.25% floor)
3,343

3,343

3,346

Yeti Acquisition, LLC (3)
Leisure products
First Lien
6/15/2017
LIBOR+7% (1.25% floor)
6,115

6,161

6,115

First Lien
6/15/2017
LIBOR+10.25% (1.25% floor) 1% PIK
3,710

3,731

3,710

9,825

9,892

9,825

TV Borrower US, LLC
Integrated telecommunications services
First Lien
1/8/2021
LIBOR+5.0% (1% floor)
10,000

10,000

10,000

Vitera Healthcare Solutions, LLC
Healthcare technology
First Lien
11/4/2020
LIBOR+5% (1% floor)
4,963

4,963

4,980

H.D. Vest, Inc.
Specialty Finance
First Lien
6/18/2019
LIBOR+8% (1.25% floor)
8,750

8,820

8,820

TravelClick, Inc. (3)
Internet software & services
Second Lien
11/8/2021
LIBOR+7.75% (1% floor)
10,000

10,000

9,971

$
158,451

$
158,799

$
158,683

___________________
(1) Represents the current interest rate as of September 30, 2014 . All interest rates are payable in cash, unless otherwise noted.
(2) Represents the fair value determined utilizing a similar process as us in accordance with ASC 820. However, the determination of such fair value is not included in our Board of Directors' valuation process described elsewhere herein.
(3) This investment was held by both us and SLF JV I at September 30, 2014 .
The amortized cost and fair value of the subordinated notes held by us was $81.0 million and $80.9 million , respectively as of March 31, 2015 and $54.0 million at both cost and fair value as of September 30, 2014 . The subordinated notes bear interest at a rate of LIBOR plus 8.0% and we earned interest income of $1.5 million and $2.7 million on our investments in these notes for the three and six months ended March 31, 2015 , respectively. The cost and fair value of the LLC equity interests held by us was $9.0 million as of March 31, 2015 , and $6.0 million and $5.6 million, respectively, as of September 30, 2014 . We earned dividend income of $1.8 million and $3.0 million , respectively, for the three and six months ended March 31, 2015 with respect to our LLC equity interests. The LLC equity interest are dividend producing to the extent there is residual income to be distributed on a quarterly basis.

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Below is certain summarized financial information for SLF JV I as of March 31, 2015 and September 30, 2014 and for the three and six months ended March 31, 2015 :
March 31, 2015
September 30, 2014
Selected Balance Sheet Information:
Investments in loans at fair value (cost March 31, 2015: $289,009, and September 30, 2014:$158,799)
$
288,978

$
158,683

Receivables from secured financing arrangement at fair value (cost March 31, 2015: $10,025 and September 30, 2014: $20,070)
9,939

19,970

Cash and cash equivalents
3,953


Restricted cash
1,441

2,276

Other assets
3,795

5,039

Total assets
$
308,106

$
185,968

Senior credit facilities payable
$
200,000

$
109,334

Payable for unsettled transaction

4,750

Subordinated notes payable at fair value (proceeds March 31, 2015: $92,555 and September 30, 2014: $61,696)
92,496

61,696

Other liabilities
5,297

3,634

Total liabilities
$
297,793

$
179,414

Members' equity
10,313

6,554

Total liabilities and members' equity
$
308,106

$
185,968


Three months ended March 31, 2015
Six months ended March 31, 2015
Selected Statement of Operations Information:
Interest income
$
5,086

$
8,759

Other income
175

623

Total investment income
5,261

9,382

Interest expense
3,016

5,429

Other expenses
95

133

Total expenses (1)
3,111

5,562

Net unrealized appreciation
2,077

150

Net realized loss
(39
)
(240
)
Net income
$
4,188

$
3,730

__________
(1) There are no management fees or incentive fees charged at SLF JV I.

SLF JV I has elected to fair value the subordinated notes issued to us and Kemper under ASC 825 — Financial Instruments , or ASC 825. The subordinated notes are valued by calculating the net present value of the future expected cash flow streams using an appropriate risk-adjusted discount rate model.
During the three months ended March 31, 2015 , we sold $80.1 million of senior secured debt investments at fair value in exchange for $80.1 million cash consideration. We recognized $0.7 million realized loss on these transactions.
Discussion and Analysis of Results and Operations
Results of Operations
The principal measure of our financial performance is the net increase (decrease) in net assets resulting from operations, which includes net investment income (loss), net realized gain (loss) and net unrealized appreciation (depreciation). Net investment income is the difference between our income from interest, dividends, fees, and other investment income and total expenses. Net realized gain (loss) on investments and secured borrowings is the difference between the proceeds received from dispositions of portfolio investments and their stated costs. Net unrealized appreciation (depreciation) is the net change in the fair value of our investment portfolio and secured borrowings.

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Comparison of three and six months ended March 31, 2015 and March 31, 2014
Total Investment Income
Total investment income includes interest on our investments, fee income and other investment income. Fee income consists of the monthly servicing fees, advisory fees, structuring fees and prepayment fees that we receive in connection with its debt investments. These fees are recognized as earned. Other investment income consists primarily of dividend income received from certain of our equity investments.
Total investment income for the three months ended March 31, 2015 and March 31, 2014 was $68.2 million and $72.1 million , respectively. For the three months ended March 31, 2015 , this amount primarily consisted of $60.5 million of interest income from portfolio investments (which included $3.6 million of PIK interest) and $5.7 million of fee income. For the three months ended March 31, 2014 , this amount primarily consisted of $59.5 million of interest income from portfolio investments (which included $5.5 million of PIK interest) and $12.5 million of fee income.
Total investment income for the six months ended March 31, 2015 and March 31, 2014 was $144.4 million and $143.5 million , respectively. For the six months ended March 31, 2015 , this amount primarily consisted of $117.4 million of interest income from portfolio investments (which included $8.0 million of PIK interest) and $23.6 million of fee income. For the six months ended March 31, 2014 , this amount primarily consisted of $113.6 million of interest income from portfolio investments (which included $11.1 million of PIK interest) and $29.6 million of fee income.
The decrease in our total investment income for the three months ended March 31, 2015 , as compared to the three months ended March 31, 2014 was primarily attributable to a decrease in fees earned. The increase in our total investment income for the six months ended March 31, 2015 , as compared to the six months ended March 31, 2014 was attributable to an increase in interest and dividend income, partially offset by a decrease in fee income.
Expenses
Net expenses (expenses net of base management fee waivers) for the three months ended March 31, 2015 and March 31, 2014 were $38.7 million and $37.9 million , respectively. Net expenses increased for the three months ended March 31, 2015 , as compared to the three months ended March 31, 2014 by $0.8 million . This was due primarily to changes in interest expense, which was attributable to a 21.0% increase in weighted average debt outstanding for the year-over-year period.
Net expenses (expenses net of base management fee waivers) for the six months ended March 31, 2015 and March 31, 2014 were $79.8 million and $73.0 million , respectively. Net expenses increased for the six months ended March 31, 2015 , as compared to the six months ended March 31, 2014 by $6.8 million . This was due primarily to changes in interest expense, which was attributable to a 30.4% increase in weighted average debt outstanding for the year-over-year period.
Net Investment Income
As a result of the $4.0 million decrease in total investment income and the $0.8 million increase in net expenses, net investment income for the three months ended March 31, 2015 reflected a $4.8 million , or 13.9% , decrease compared to the three months ended March 31, 2014 .
As a result of the $1.0 million increase in total investment income and the $6.8 million increase in net expenses, net investment income for the six months ended March 31, 2015 reflected a $5.8 million , or 8.2% , decrease compared to the six months ended March 31, 2014 .
Realized Gain (Loss) on Investments and Secured Borrowings
Realized gain (loss) is the difference between the net proceeds received from dispositions of portfolio investments and their stated costs. Realized losses may also be recorded in connection with our determination that certain investments are considered worthless securities and/or meet the conditions for loss recognition per the applicable tax rules.
During the six months ended March 31, 2015 , we recorded investment realization events, including the following:
In October 2014, we restructured our investment in Miche Bag, LLC. As part of the restructuring, we exchanged cash and our debt and equity securities for debt and equity securities in the restructured entity, Miche Group, LLC, and recorded a realized loss in the amount of $17.9 million on this transaction;
In October 2014, we received a cash payment of $74.4 million from Teaching Strategies, LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;

88



In October 2014, we received a cash payment of $6.5 million from SugarSync, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
In November 2014, we received a cash payment of $8.6 million from Olson + Co., Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
In November 2014, we received a cash payment of $5.6 million from American Cadastre, LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
In December 2014, we received a cash payment of $35.8 million from Drugtest, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
In December 2014, we received a cash payment of $39.5 million from Charter Brokerage, LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
In December 2014, we received a cash payment of $27.7 million from CRGT, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
In December 2014, we received a cash payment of $12.5 million from Devicor Medical Products, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
In December 2014, we received a cash payment of $12.0 million from CT Technologies Intermediate Holdings, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction;
In February 2015, we received a cash payment of $27.8 million from Enhanced Recovery Company, LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on this transaction;
In February 2015, we received a cash payment of $17.5 million from HealthEdge Software, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on this transaction; and
During the six months ended March 31, 2015 , we received payments of $481.4 million in connection with syndications of debt investments to other investors, sales of debt investments in the open market and repayment of secured borrowings and recorded a net realized loss of $1.6 million on these transactions.
During the six months ended March 31, 2014 , we recorded investment realization events, including the following:
In October and December 2013, we received payments of $3.2 million from Stackpole Powertrain International Holding, L.P. related to the sale of our equity investment. A realized gain of $2.2 million was recorded on this transaction;
In October 2013, we received a payment of $8.9 million from Harden Healthcare, LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on the transaction;
In October 2013, we received a payment of $4.0 million from Capital Equipment Group, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on the transaction. We also received an additional $0.9 million in connection with the sale of our common equity investment, realizing a gain of $0.6 million;
In November 2013, we received a payment of $10.0 million from IG Investments Holdings, LLC in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on the transaction;

89



In November 2013, we received a payment of $15.7 million from CTM Group, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on the transaction;
In December 2013, we received a payment of $0.4 million in connection with the exit of our debt investment in Saddleback Fence and Vinyl Products, Inc. A realized loss of $0.3 million was recorded on this transaction;
In December 2013, we received a payment of $7.2 million from Western Emulsions, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on the transaction;
In January 2014, we received a payment of $5.1 million from BMC Acquisition, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on the transaction;
In February 2014, we received a payment of $17.8 million from Ikaria Acquisition, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on the transaction;
In February 2014, we received a payment of $30.8 million from Dexter Axle Company in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par (plus additional fees) and no realized gain or loss was recorded on the transaction;
In March 2014, we received a payment of $9.9 million from Vestcom International, Inc. in full satisfaction of all obligations under the loan agreement. The debt investment was exited at par and no realized gain or loss was recorded on the transaction; and
During the six months ended March 31, 2014 , we received payments of $231.3 million in connection with syndications of debt investments to other investors and sales of debt investments in the open market and recorded a net realized loss of $1.0 million.
Net Unrealized Appreciation (Depreciation) on Investments
Net unrealized appreciation or depreciation is the net change in the fair value of our investments during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.
During the three months ended March 31, 2015 , we recorded net unrealized depreciation on investments of $1.9 million . This consisted of $3.8 million of net unrealized depreciation on equity investments and $0.1 million of net reclassifications to realized gains (resulting in unrealized depreciation), offset by $2.0 million of net unrealized appreciation on debt investments. During the three months ended March 31, 2014 , we recorded net unrealized depreciation of $2.6 million . This consisted of $8.6 million of net unrealized depreciation on debt investments, offset by $5.9 million of net unrealized appreciation on equity investments and $0.1 million of net reclassifications to realized losses (resulting in unrealized appreciation).
During the six months ended March 31, 2015 , we recorded net unrealized depreciation on investments of $50.5 million . This consisted of $55.0 million of net unrealized depreciation on debt investments and $8.5 million of net unrealized depreciation on equity investments, offset by $13.0 million of net reclassifications to realized losses (resulting in unrealized appreciation). During the six months ended March 31, 2014 , we recorded net unrealized depreciation of $8.3 million . This consisted of $10.4 million of net unrealized depreciation on debt investments and $2.6 million of net reclassifications to realized gains (resulting in unrealized depreciation), offset by $4.7 million of net unrealized appreciation on equity investments.
Financial Condition, Liquidity and Capital Resources
Cash Flows
We have a number of alternatives available to fund the growth of our investment portfolio and our operations, including, but not limited to, raising equity, increasing debt and funding from operational cash flow. Additionally, we may reduce investment size by syndicating a portion of any given transaction. We intend to fund our future distribution obligations through operating cash flow or with funds obtained through future equity and debt offerings or credit facilities, as we deem appropriate.
For the six months ended March 31, 2015 , we experienced a net increase in cash and cash equivalents of $ 22.0 million . During that period, we used $45.1 million of cash in operating activities, primarily for the funding of $920.7 million of investments and net revolvers, partially offset by $817.8 million of principal payments, PIK payments and sale proceeds received and $29.5 million of net

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investment income. During the same period, cash provided by financing activities was $67.1 million , primarily consisting of $194.9 million of net borrowings under our credit facilities, partially offset by $62.4 million of cash distributions paid, $62.3 million of repayments of secured borrowings and $3.1 million of repurchases of common stock under our DRIP.
For the six months ended March 31, 2014 , we experienced a net decrease in cash and cash equivalents of $102.0 million . During that period, we used $756.2 million of cash in operating activities, primarily for the funding of $1.1 billion of investments and net revolvers, partially offset by $322.3 million of principal payments, PIK payments and sale proceeds received and $70.5 million of net investment income. During the same period, cash provided by financing activities was $654.2 million , primarily consisting of $244.4 million of proceeds from the issuance of our 4.875% unsecured notes due 2019 (the “2019 Notes”), $43.3 million of net borrowings of SBA debentures, $47.8 million of proceeds from secured borrowings and $388.7 million of net borrowings under our credit facilities, partially offset by $62.2 million of cash distributions paid and $4.8 million of repurchases of common stock under our dividend reinvestment program.
As of March 31, 2015 , we had $115.1 million in cash and cash equivalents (including restricted cash), portfolio investments (at fair value) of $2.5 billion , $15.1 million of interest, dividends and fees receivable, $225.0 million of SBA debentures payable, $512.3 million of borrowings outstanding under our credit facilities, $115.0 million of unsecured convertible notes payable, $410.2 million of unsecured notes payable, $22.2 million of secured borrowings and unfunded commitments of $322.8 million .
As of September 30, 2014 , we had $109.0 million in cash and cash equivalents (including restricted cash), portfolio investments (at fair value) of $2.5 billion , $15.2 million of interest, dividends and fees receivable, $225.0 million of SBA debentures payable, $317.4 million of borrowings outstanding under our credit facilities, $115.0 million of unsecured convertible notes payable, $409.9 million of unsecured notes payable, $84.8 million of secured borrowings and unfunded commitments of $325.0 million .
Other Sources of Liquidity
We intend to continue to generate cash primarily from cash flows from operations, including interest earned, future borrowings and future offerings of securities. We generally maintain a universal shelf registration statement that allows for the public offering and sale of our common stock, debt securities and warrants to purchase such securities. We may from time to time issue securities pursuant to the shelf registration statement or otherwise pursuant to private offerings. The issuance of debt or equity securities will depend on future market conditions, funding needs and other factors and there can be no assurance that any such issuance will occur or be successful. In the future, we may also securitize a portion of our investments in first and second lien senior loans or unsecured debt or other assets. To securitize loans, we would likely create a wholly-owned subsidiary and contribute a pool of loans to the subsidiary. We would then sell interests in the subsidiary on a non-recourse basis to purchasers and we would retain all or a portion of the equity in the subsidiary. Our primary use of funds is investments in our targeted asset classes and cash distributions to holders of our common stock.
Although we expect to fund the growth of our investment portfolio through the net proceeds from future equity offerings and issuances of senior securities or future borrowings to the extent permitted by the 1940 Act, our plans to raise capital may not be successful. In this regard, because our common stock has at times traded at a price below our then-current net asset value per share and we are limited in our ability to sell our common stock at a price below net asset value per share, we may be limited in our ability to raise equity capital.
In addition, we intend to distribute between 90% and 100% of our taxable income to our stockholders in order to satisfy the requirements applicable to RICs under Subchapter M of the Code. See "Regulated Investment Company Status and Distributions" below. Consequently, we may not have the funds or the ability to fund new investments, to make additional investments in our portfolio companies, to fund our unfunded commitments to portfolio companies or to repay borrowings. In addition, the illiquidity of our portfolio investments may make it difficult for us to sell these investments when desired and, if we are required to sell these investments, we may realize significantly less than their recorded value.
As a business development company, under the 1940 Act, we generally are not permitted to incur indebtedness unless immediately after such borrowing we have an asset coverage for total borrowings of at least 200% (i.e., the amount of debt may not exceed 50% of the value of our assets). This requirement limits the amount that we may borrow. As of March 31, 2015 , we were in compliance with this requirement. The amount of leverage that we employ will depend on our assessment of market conditions and other factors at the time of any proposed borrowing, such as the maturity, covenant package and rate structure of the proposed borrowings, our ability to raise funds through the issuance of shares of our common stock and the risks of such borrowings within the context of our investment outlook. Ultimately, we only intend to use leverage if the expected returns from borrowing to make investments will exceed the cost of such borrowing. To fund growth in our investment portfolio in the future, we anticipate needing to raise additional capital from various sources, including the equity markets and the securitization or other debt-related markets, which may or may not be available on favorable terms, if at all.

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Significant Capital Transactions
The following table reflects the distributions per share that our Board of Directors has declared, including shares issued under our DRIP, on our common stock for the two most recently completed fiscal years and the current fiscal year:
Date Declared
Record Date
Payment Date
Amount
per Share
Cash
Distribution
DRIP Shares
Issued
DRIP Shares
Value
January 14, 2013
March 15, 2013

March 29, 2013

$ 0.0958


$ 9.1 million

100,802




$ 1.1 million
January 14, 2013
April 15, 2013

April 30, 2013

0.0958


10.3 million

111,167




1.2 million
January 14, 2013
May 15, 2013

May 31, 2013

0.0958


10.3 million

127,152




1.3 million
May 6, 2013
June 14, 2013

June 28, 2013

0.0958


10.5 million

112,821




1.1 million
May 6, 2013
July 15, 2013

July 31, 2013

0.0958


10.2 million

130,944




1.3 million
May 6, 2013
August 15, 2013

August 30, 2013

0.0958


10.3 million

136,052




1.3 million
August 5, 2013
September 13, 2013

September 30, 2013

0.0958


10.3 million

135,027




1.3 million
August 5, 2013
October 15, 2013

October 31, 2013

0.0958


11.9 million

142,320




1.4 million
August 5, 2013
November 15, 2013

November 29, 2013

0.0958


12.0 million

145,063


(1)

1.4 million
November 21, 2013
December 13, 2013

December 30, 2013

0.0500


6.3 million

69,291


(1)

0.6 million
November 21, 2013
January 15, 2014

January 31, 2014

0.0833


10.5 million

114,033


(1)

1.1 million
November 21, 2013
February 14, 2014

February 28, 2014

0.0833


10.5 million

110,486


(1)

1.1 million
November 21, 2013
March 14, 2014

March 31, 2014

0.0833


11.0 million

64,748


(1)

0.6 million
November 21, 2013
April 15, 2014

April 30, 2014

0.0833


10.5 million

120,604


(1)

1.1 million
November 21, 2013
May 15, 2014

May 30, 2014

0.0833


11.1 million

58,003


(1)

0.5 million
February 6, 2014
June 16, 2014

June 30, 2014

0.0833


11.1 million

51,692




0.5 million
February 6, 2014
July 15, 2014

July 31, 2014

0.0833


12.2 million

54,739


(1)

0.5 million
February 6, 2014
August 15, 2014

August 29, 2014

0.0833


12.1 million

59,466




0.6 million
July 2, 2014
September 15, 2014

September 30, 2014

0.0917


13.4 million

73,141


(1)

0.7 million
July 2, 2014
October 15, 2014

October 31, 2014

0.0917


13.3 million

82,390


(1)

0.7 million
July 2, 2014
November 14, 2014

November 28, 2014

0.0917


13.4 million

80,775


(1)

0.7 million
November 20, 2014
December 15, 2014
December 30, 2014
0.0917

13.4 million
79,849

(1)
0.6 million
November 20, 2014

January 15, 2015

January 30, 2015

0.0917


14.1 million

79,138


(1)

0.6 million
February 3, 2015

March 16, 2015

March 31, 2015

0.06


9.2 million

56,295


(1)

0.4 million
February 3, 2015
April 15, 2015
April 30, 2015
0.06

February 3, 2015
May 15, 2015
May 29, 2015
0.06

February 3, 2015
June 15, 2015
June 30, 2015
0.06

February 3, 2015
July 15, 2015
July 31, 2015
0.06

February 3, 2015
August 14, 2015
August 31, 2015
0.06

______________
(1)
Shares were purchased on the open market and distributed.

The following table reflects share transactions that occurred from October 1, 2012 through March 31, 2015 :
Date
Transaction
Shares
Public Offering Price
Gross Proceeds
December 2012
Public offering (1)
14,725,000
$
10.68

$157.3 million
April 2013
Public offering (1)
14,435,253
10.85

156.5 million
September 26, 2013
Public offering (1)
17,643,000
10.31

181.9 million
July 11, 2014
Public offering
13,250,000
9.95

131.8 million
______________
(1) Includes the underwriters' partial exercise of their over-allotment option.
On August 22, 2014, we entered into an at-the-market offering ("ATM Program") with KeyBanc Capital Markets Inc. through which we may sell, from time to time at our sole discretion, up to $100,000,000 of our common stock. Since the inception of the ATM Program, we sold 841,456 shares of our common stock at an average price of $9.86 per share, and raised $8.3 million of net proceeds,

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under the ATM Program. Commissions to the broker-dealer on shares sold and offering costs were approximately $0.1 million. There were no issuances under the ATM Program for the six months ended March 31, 2015 .
Borrowings
SBIC Subsidiaries
Through wholly-owned subsidiaries, we sought and obtained two licenses from the SBA to operate SBIC subsidiaries. Specifically, on February 3, 2010, our wholly-owned subsidiary, Fifth Street Mezzanine Partners IV, L.P. ("FSMP IV"), received a license, effective February 1, 2010, from the SBA to operate as an SBIC under Section 301(c) of the Small Business Investment Act of 1958. On May 15, 2012, our wholly-owned subsidiary, Fifth Street Mezzanine Partners V, L.P. ("FSMP V"), received a license, effective May 10, 2012, from the SBA to operate as an SBIC. SBICs are designated to stimulate the flow of private equity capital to eligible small businesses. Under SBA regulations, SBICs may make loans to eligible small businesses and invest in the equity securities of small businesses.
The SBIC licenses allow our SBIC subsidiaries to obtain leverage by issuing SBA-guaranteed debentures, subject to the issuance of a capital commitment by the SBA and other customary procedures. SBA-guaranteed debentures are non-recourse, interest only debentures with interest payable semi-annually and have a 10-year maturity. The principal amount of SBA-guaranteed debentures is not required to be paid prior to maturity but may be prepaid at any time without penalty. The interest rate of SBA-guaranteed debentures is fixed at the time of issuance at a market-driven spread over U.S. Treasury Notes with ten-year maturities.
SBA regulations currently limit the amount that an SBIC subsidiary may borrow to a maximum of $150 million when it has at least $75 million in regulatory capital. Affiliated SBICs are permitted to issue up to a combined maximum amount of $225 million when they have at least $112.5 million in regulatory capital.
As of March 31, 2015 , FSMP IV had $75 million in regulatory capital and $150 million in SBA-guaranteed debentures outstanding, which had a fair value of $136.0 million , as compared to $134.0 million as of September 30, 2014. These debentures bear interest at a weighted average interest rate of 3.567% (excluding the SBA annual charge), as follows:
Rate Fix Date
Debenture
Amount
Fixed
Interest
Rate
SBA
Annual
Charge
September 2010
$
73,000

3.215
%
0.285
%
March 2011
65,300

4.084
0.285
September 2011
11,700

2.877
0.285
As of March 31, 2015 , FSMP V had $37.5 million in regulatory capital and $75.0 million in SBA-guaranteed debentures outstanding, which had a fair value of $64.3 million . These debentures bear interest at a weighted average interest rate of 2.835% (excluding the SBA annual charge), as follows:
Rate Fix Date
Debenture
Amount
Fixed
Interest
Rate
SBA
Annual Charge
March 2013
$
31,750

2.351
%
0.804
%
March 2014
43,250

3.191

0.804

As a result, the $225.0 million of SBA-guaranteed debentures held by our SBIC subsidiaries carry a weighted average interest rate of 3.323% as of March 31, 2015 .
For the three and six months ended March 31, 2015 , we recorded interest expense of $2.3 million and $4.7 million , respectively, related to the SBA-guaranteed debentures of both SBIC subsidiaries. For the three and six months ended March 31, 2014 , we recorded interest expense of $2.0 million and $4.0 million, respectively, related to the SBA-guaranteed debentures of both SBIC subsidiaries.
We have received exemptive relief from the SEC to permit us to exclude the debt of our SBIC subsidiaries guaranteed by the SBA from the definition of senior securities in the 200% asset coverage test under the 1940 Act. This allows us increased flexibility under the 200% asset coverage test by permitting us to borrow up to $225 million more than we would otherwise be able to absent the receipt of this exemptive relief.
Wells Fargo Facility
On November 16, 2009, we and Fifth Street Funding, LLC, a consolidated wholly-owned bankruptcy remote special purpose subsidiary ("Funding"), entered into a Loan and Servicing Agreement ("Wells Agreement") with respect to a revolving credit facility (as

93



subsequently amended, the "Wells Fargo facility") with Wells Fargo Bank, National Association ("Wells Fargo"), as successor to Wachovia Bank, National Association ("Wachovia"), Wells Fargo Securities, LLC, as administrative agent, each of the additional institutional and conduit lenders party thereto from time to time, and each of the lender agents party thereto from time to time.
Effective February 21, 2014, we, together with Funding, terminated the Wells Fargo facility. In connection therewith, the Amended and Restated Loan and Servicing Agreement and other related documents governing the Wells Fargo facility were also terminated. As such, we have no borrowing capacity under the Wells Fargo facility as of March 31, 2015 . Upon termination of the Wells Fargo facility, we accelerated the $0.7 million remaining unamortized fee balance into interest expense. For the three and six months ended March 31, 2014, we recorded interest expense of $1.0 million and $1.8 million, respectively, related to the Wells Fargo facility.
While in effect, the Wells Fargo facility permitted up to $150 million of borrowings (subject to collateral requirements) with an accordion feature allowing for future expansion of the facility up to a total of $250 million, and borrowings under the facility bore interest at a rate equal to LIBOR (1-month) plus 2.50% per annum, with no LIBOR floor. The maturity date of the Wells Fargo facility was April 25, 2016.
The Wells Fargo facility was secured by all of the assets of Funding, and all of our equity interest in Funding. We used the Wells Fargo facility to fund a portion of our loan origination activities and for general corporate purposes. Each loan origination under the facility was subject to the satisfaction of certain conditions.
ING Facility
On May 27, 2010, we entered into a secured syndicated revolving credit facility (as subsequently amended, the "ING facility") pursuant to a Senior Secured Revolving Credit Agreement ("ING Credit Agreement") with certain lenders party thereto from time to time and ING Capital LLC, as administrative agent. The ING facility allows us to request letters of credit from ING Capital LLC, as the issuing bank.
As of March 31, 2015 , the ING facility permitted up to $705 million of borrowings with an accordion feature allowing for future expansion of the facility up to a total of $800 million, and borrowings under the facility bore interest at a rate equal to LIBOR (1-, 2-, 3- or 6-month, at our option) plus 2.25% per annum, with no LIBOR floor, assuming we maintain our current credit rating. Unless extended, the period during which we may make and reinvest borrowings under the facility will expire on August 6, 2017 and the maturity date of the facility is August 6, 2018.
The ING facility is secured by substantially all of our assets, as well as the assets of our wholly-owned subsidiary, FSFC Holdings, Inc. ("Holdings"), and our indirect wholly-owned subsidiary, Fifth Street Fund of Funds LLC ("Fund of Funds"), subject to certain exclusions for, among other things, equity interests in any of our SBIC subsidiaries and equity interests in Funding and Fifth Street Funding II, LLC (which is defined and discussed below) as further set forth in a Guarantee, Pledge and Security Agreement ("ING Security Agreement") entered into in connection with the ING Credit Agreement, among Holdings, ING Capital LLC, as collateral agent, and us. Fifth Street Fund of Funds LLC and FSFC Holdings, Inc. were formed to hold certain of our portfolio companies for tax purposes and have no other operations. None of our SBIC subsidiaries, Funding or Fifth Street Funding II, LLC is party to the ING facility and their respective assets have not been pledged in connection therewith. The ING facility provides that we may use the proceeds and letters of credit under the facility for general corporate purposes, including acquiring and funding leveraged loans, mezzanine loans, high-yield securities, convertible securities, preferred stock, common stock and other investments.
Pursuant to the ING Security Agreement, Holdings and Fund of Funds guaranteed the obligations under the ING Security Agreement, including our obligations to the lenders and the administrative agent under the ING Credit Agreement. Additionally, we pledged our entire equity interest in Holdings and Holdings pledged its entire equity interest in Fund of Funds to the collateral agent pursuant to the terms of the ING Security Agreement.
The ING Credit Agreement and related agreements governing the ING facility required Holdings, Fund of Funds and us to, among other things (i) make representations and warranties regarding the collateral as well as each of our businesses, (ii) agree to certain indemnification obligations, and (iii) agree to comply with various affirmative and negative covenants and other customary requirements for similar credit facilities. The ING facility documents also include usual and customary default provisions such as the failure to make timely payments under the facility, the occurrence of a change in control, and the failure by us to materially perform under the ING Credit Agreement and related agreements governing the facility, which, if not complied with, could accelerate repayment under the facility, thereby materially and adversely affecting our liquidity, financial condition and results of operations. We are currently in compliance with all financial covenants under the ING facility.
Each loan or letter of credit originated under the ING facility is subject to the satisfaction of certain conditions. We cannot be assured that we will be able to borrow funds under the ING facility at any particular time or at all.

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As of March 31, 2015 , we had $468.5 million of borrowings outstanding under the ING facility, which had a fair value of $468.5 million . Our borrowings under the ING facility bore interest at a weighted average interest rate of 2.553% for the six months ended March 31, 2015 . For the three and six months ended March 31, 2015 , we recorded interest expense of $4.1 million and $7.0 million , respectively, related to the ING facility. For the three and six months ended March 31, 2014 , we recorded interest expense of $3.6 million and $6.4 million, respectively, related to the ING facility.
Sumitomo Facility
On September 16, 2011, Fifth Street Funding II, LLC, a consolidated wholly-owned bankruptcy remote, special purpose subsidiary ("Funding II"), entered into a Loan and Servicing Agreement ("Sumitomo Agreement") with respect to a seven-year credit facility ("Sumitomo facility") with Sumitomo Mitsui Banking Corporation ("SMBC"), an affiliate of Sumitomo Mitsui Financial Group, Inc., as administrative agent, and each of the lenders from time to time party thereto, in the amount of $200 million.
As of March 31, 2015 , the Sumitomo facility permitted up to $125 million of borrowings (subject to collateral requirements), and borrowings under the facility bore interest at a rate of LIBOR (1-month) plus 2.25% per annum, with no LIBOR floor. Unless extended, the period during which we may make and reinvest borrowings under the facility will expire on September 16, 2016, and the maturity date of the facility is September 16, 2020, with an option for a one-year extension.
In connection with the Sumitomo facility, we concurrently entered into a Purchase and Sale Agreement with Funding II, pursuant to which we will sell to Funding II certain loan assets we have originated or acquired, or will originate or acquire.
The Sumitomo Agreement and related agreements governing the Sumitomo facility required both Funding II and us to, among other things (i) make representations and warranties regarding the collateral as well as each of our businesses, (ii) agree to certain indemnification obligations, and (iii) comply with various covenants, servicing procedures, limitations on acquiring and disposing of assets, reporting requirements and other customary requirements for similar credit facilities, including a prepayment penalty in certain cases. The Sumitomo facility agreements also include usual and customary default provisions such as the failure to make timely payments under the facility, a change in control of Funding II, and the failure by Funding II or us to materially perform under the Sumitomo Agreement and related agreements governing the Sumitomo facility, which, if not complied with, could accelerate repayment under the facility, thereby materially and adversely affecting our liquidity, financial condition and results of operations. Funding II was formed for the sole purpose of entering into the Sumitomo facility and has no other operations.
The Sumitomo facility is secured by all of the assets of Funding II. Each loan origination under the facility is subject to the satisfaction of certain conditions. We cannot be assured that Funding II will be able to borrow funds under the Sumitomo facility at any particular time or at all. As of March 31, 2015 , we had $43.8 million of borrowings outstanding under the Sumitomo facility which had a fair value of $43.8 million . Our borrowings under the Sumitomo facility bore interest at a weighted average interest rate of 2.453% for the six months ended March 31, 2015 . For the three and six months ended March 31, 2015 , we recorded interest expense of $0.5 million and $ 1.0 million , respectively, related to the Sumitomo facility. For the three and six months ended March 31, 2014 , we recorded interest expense of $0.6 million and $1.1 million, respectively, related to the Sumitomo facility.
As of March 31, 2015 , except for assets that were funded through our SBIC subsidiaries, substantially all of our assets were pledged as collateral under the ING facility or the Sumitomo facility. With respect to the assets funded through our SBIC subsidiaries, the SBA, as a creditor, will have a superior claim to the SBIC subsidiaries' assets over our stockholders.
The following table describes significant financial covenants with which we must comply under the ING facility on a quarterly basis. The Sumitomo facility does not require us to comply with significant financial covenants:
Financial Covenant
Description
Target Value
Reported Value (1)
Minimum shareholders' equity
Net assets shall not be less than the greater of (a) 40% of total assets and (b) $825 million plus 50% of the aggregate net proceeds of all sales of equity interests after August 6, 2013
$1,180 million
$1,406 million
Asset coverage ratio
Asset coverage ratio shall not be less than 2.10:1
2.10:1
2.23:1
Interest coverage ratio
Interest coverage ratio shall not be less than 2.50:1
2.50:1
4.00:1
___________
(1) As contractually required, we report financial covenants based on the last filed quarterly or annual report, in this case our Form 10-Q for the three months ended December 31, 2014. We were also in compliance with all financial covenants under these credit facilities based on the financial information contained in this Form 10-Q for the quarter ended March 31, 2015 .

We and our SBIC subsidiaries are also subject to certain regulatory requirements relating to our borrowings. For a discussion of such requirements, see "Item 1. Business — Regulation — Business Development Company Regulations" and "— Small Business Investment Company Regulations" in our Annual Report on Form 10-K for the year ended September 30, 2014.

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The following table reflects material credit facility and SBA debenture transactions that have occurred since October 1, 2009 (amounts available are as of March 31, 2015 ):
Facility
Date
Transaction
Total
Facility
Amount
Upfront
Fee Paid
Total  Facility
Availability
Amount
Drawn
Remaining
Availability
Interest Rate
Wells Fargo facility
11/16/2009
Entered into credit facility
50 million

0.8 million

LIBOR + 4.00%
5/26/2010
Expanded credit facility
100 million

0.9 million

LIBOR + 3.50%
2/28/2011
Amended credit facility
100 million

0.4 million

LIBOR + 3.00%
11/30/2011
Amended credit facility
100 million


LIBOR + 2.75%
4/23/2012
Amended credit facility
150 million

1.2 million

LIBOR + 2.75%
6/20/2013
Amended credit facility
150 million


LIBOR + 2.50%
2/21/2014
Terminated credit facility





ING facility
5/27/2010
Entered into credit facility
90 million

0.8 million

LIBOR + 3.50%
2/22/2011
Expanded credit facility
215 million

1.6 million

LIBOR + 3.50%
7/8/2011
Expanded credit facility
230 million

0.4 million

LIBOR + 3.00%/3.25%
2/29/2012
Amended credit facility
230 million

1.5 million

LIBOR + 3.00%/3.25%
11/30/2012
Amended credit facility
385 million

2.2 million

LIBOR + 2.75%
1/7/2013
Expanded credit facility
445 million

0.3 million

LIBOR + 2.75%
8/6/2013
Amended credit facility
480 million

1.8 million

LIBOR + 2.25%
10/22/2013
Expanded credit facility
605 million

0.7 million

LIBOR + 2.25%
1/30/2014
Expanded credit facility
650 million

0.1 million

LIBOR + 2.25%
5/2/2014
Expanded credit facility
670 million

0.2 million

LIBOR + 2.25%
8/12/2014
Expanded credit facility
680 million

0.1 million

LIBOR + 2.25%
9/26/2014
Expanded credit facility
705 million

0.2 million

705 million

468 million

237 million

LIBOR (4) + 2.25%
SBA
2/16/2010
Received capital commitment
75 million

0.8 million

9/21/2010
Received capital commitment
150 million

0.8 million

7/23/2012
Received capital commitment
225 million

0.8 million

225 million

225 million


3.323% (2)
Sumitomo facility
9/16/2011
Entered into credit facility
200 million

2.5 million

LIBOR + 2.25%
10/30/2013
Reduced credit facility
125 million


59 million

(1)
44 million

15 million

LIBOR (3) + 2.25%
_______________
(1)
Availability to increase upon our decision to further collateralize the facility
(2)
Weighted average interest rate of locked debentures (excludes the SBA annual charge)
(3)
1-month
(4)
1-, 2-, 3- or 6-month LIBOR, at our option
Convertible Notes
On April 12, 2011, we issued $152 million of Convertible Notes, including $2 million issued to Leonard M. Tannenbaum, our former Chief Executive Officer. The Convertible Notes were issued pursuant to an Indenture, dated April 12, 2011 (the "Indenture"), between us and Deutsche Bank Trust Company Americas, as trustee (the "Trustee").
The Convertible Notes mature on April 1, 2016 (the "Maturity Date"), unless previously converted or repurchased in accordance with their terms. The Convertible Notes bear interest at a rate of 5.375% per annum payable semi-annually in arrears on April 1 and October 1 of each year. The Convertible Notes are our unsecured obligations and rank senior in right of payment to our existing and future indebtedness that is expressly subordinated in right of payment to the Convertible Notes; equal in right of payment to our existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of our secured indebtedness (including existing unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries or financing vehicles.
Prior to the close of business on the business day immediately preceding January 1, 2016, holders may convert their Convertible Notes only under certain circumstances set forth in the Indenture, such as during specified periods when our shares of common stock trade at more than 110% of the then applicable conversion price or the Convertible Notes trade at less than 98% of their conversion value. On or after January 1, 2016 until the close of business on the business day immediately preceding the Maturity Date, holders may convert their Convertible Notes at any time. Upon conversion, we will deliver shares of our common stock. The conversion rate was initially, and currently is, 67.7415 shares of common stock per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $14.76 per share of common stock). The conversion rate is subject to customary anti-dilution adjustments, including for any cash dividends or distributions paid on shares of our common stock in excess of a monthly distribution of $0.1066 per share, but will not be adjusted for any accrued and unpaid interest. In addition, if certain corporate events occur prior to the Maturity Date, the conversion rate will be increased for converting holders. Based on the current conversion rate, the maximum number of shares of common stock that would be issued upon conversion of the $115.0 million Convertible Notes outstanding at March 31, 2015 is 7,790,273. If we deliver shares of common stock upon a conversion at the time our net asset value per share exceeds the conversion price in effect at such time, our stockholders may incur dilution. In addition, our stockholders will experience dilution in their ownership percentage of our common stock upon our issuance of common stock in connection with the conversion of our

96



Convertible Notes and any distributions paid on our common stock will also be paid on shares issued in connection with such conversion after such issuance. The shares of common stock issued upon a conversion are not subject to registration rights.
We may not redeem the Convertible Notes prior to maturity. No sinking fund is provided for the Convertible Notes. In addition, if certain corporate events occur in respect to us, holders of the Convertible Notes may require us to repurchase for cash all or part of their Convertible Notes at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest through, but excluding, the required repurchase date.
The Indenture contains certain covenants, including covenants requiring us to provide financial information to the holders of the Convertible Notes and the Trustee if we cease to be subject to the reporting requirements of the Securities Exchange Act of 1934. These covenants are subject to limitations and exceptions that are described in the Indenture. We may repurchase the Convertible Notes in accordance with the 1940 Act and the rules promulgated thereunder. Any Convertible Notes repurchased by us may, at our option, be surrendered to the Trustee for cancellation, but may not be reissued or resold by us. Any Convertible Notes surrendered for cancellation will be promptly canceled and no longer outstanding under the Indenture. During the six months ended March 31, 2015 and March 31, 2014 , we did not repurchase any Convertible Notes in the open market. We have repurchased $37.0 million in principal amount of the Convertible Notes in the open market since they were issued.
For the three and six months ended March 31, 2015 , we recorded interest expense of $1.7 million and $3.4 million , respectively, related to the Convertible Notes. For the three and six months ended March 31, 2014 , we recorded interest expense of $1.7 million and $3.4 million, respectively, related to the Convertible Notes.
As of March 31, 2015 , there were $115.0 million Convertible Notes outstanding, which had a fair value of $117.9 million .
2019 Notes
On February 26, 2014, we issued $250.0 million in aggregate principal amount of our 4.875% unsecured notes due 2019 (the "2019 Notes") for net proceeds of $244.4 million after deducting original issue discount of $1.4 million, underwriting commissions and discounts of $3.7 million and offering costs of $0.5 million. The original issue discount on these notes is amortized on a straight-line basis over the term of the notes.
The 2019 Notes were issued pursuant to an indenture, dated April 30, 2012, as supplemented by the first supplemental indenture, dated February 26, 2014 (collectively, the "2019 Notes Indenture"), between us and the Trustee. The 2019 Notes are our general unsecured obligations that rank senior in right of payment to all of our existing and future indebtedness that is expressly subordinated in right of payment to the 2019 Notes. The 2019 Notes rank equally in right of payment with all of our existing and future liabilities that are not so subordinated. The 2019 Notes effectively rank junior to any of our secured indebtedness (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness. The 2019 Notes rank structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.
Interest on the 2019 Notes is paid semi-annually on March 1 and September 1, at a rate of 4.875% per annum. The 2019 Notes mature on March 1, 2019 and may be redeemed in whole or in part at any time or from time to time at our option prior to maturity.
The 2019 Notes Indenture contains certain covenants, including covenants requiring our compliance with (regardless of whether we are subject to) the restrictions on dividends, distributions and purchase of capital stock set forth in Section 18(a)(1)(B) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring us to provide financial information to the holders of the 2019 Notes and the Trustee if we cease to be subject to the reporting requirements of the Securities Exchange Act of 1934. These covenants are subject to limitations and exceptions that are described in the 2019 Notes Indenture. We may repurchase the 2019 Notes in accordance with the 1940 Act and the rules promulgated thereunder. In addition, holders of the 2019 Notes can require us to repurchase the 2019 Notes at 100% of their principal amount upon the occurrence of certain change of control events as described in the 2019 Notes Indenture. The 2019 Notes are issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. During the six months ended March 31, 2015 , we did not repurchase any of the 2019 Notes in the open market.
For the three and six months ended March 31, 2015 , we recorded interest expense of $3.3 million and $6.8 million , respectively, related to the 2019 Notes. For the three and six months ended March 31, 2014 , we recorded interest expense of $1.2 million related to the 2019 Notes.
As of March 31, 2015 , there were $250.0 million of 2019 Notes outstanding, which had a fair value of $ 257.9 million .
2024 Notes
On October 18, 2012, we issued $75.0 million in aggregate principal amount of our 5.875% 2024 Notes (the "2024 Notes") for net proceeds of $72.5 million after deducting underwriting commissions of $2.2 million and offering costs of $0.3 million.

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The 2024 Notes were issued pursuant to an indenture, dated April 30, 2012, as supplemented by the first supplemental indenture, dated October 18, 2012 (collectively, the "2024 Notes Indenture"), between us and the Trustee. The 2024 Notes are our unsecured obligations and rank senior in right of payment to our existing and future indebtedness that is expressly subordinated in right of payment to the 2024 Notes; equal in right of payment to our existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of our secured indebtedness (including existing unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries or financing vehicles.
Interest on the 2024 Notes is paid quarterly in arrears on January 30, April 30, July 30 and October 30, at a rate of 5.875% per annum. The 2024 Notes mature on October 30, 2024 and may be redeemed in whole or in part at any time or from time to time at our option on or after October 30, 2017. The 2024 Notes are listed on the New York Stock Exchange under the trading symbol "FSCE" with a par value of $25.00 per share.
The 2024 Notes Indenture contains certain covenants, including covenants requiring our compliance with (regardless of whether we are subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act and with the restrictions on dividends, distributions and purchase of capital stock set forth in Section 18(a)(1)(B) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring us to provide financial information to the holders of the 2024 Notes and the Trustee if we cease to be subject to the reporting requirements of the Securities Exchange Act of 1934. These covenants are subject to limitations and exceptions that are described in the 2024 Notes Indenture. We may repurchase the 2024 Notes in accordance with the 1940 Act and the rules promulgated thereunder. Any 2024 Notes repurchased by us may, at our option, be surrendered to the Trustee for cancellation, but may not be reissued or resold by us. Any 2024 Notes surrendered for cancellation will be promptly canceled and no longer outstanding under the 2024 Notes Indenture. During the six months ended March 31, 2015 and March 31, 2014 , we did not repurchase any of the 2024 Notes in the open market.
For the three and six months ended March 31, 2015 , we recorded interest expense of $1.2 million and $2.3 million , respectively, related to the 2024 Notes. For the three and six months ended March 31, 2014 , we recorded interest expense of
$1.2 million and $2.3 million, respectively, related to the 2024 Notes.
As of March 31, 2015 , there were $75.0 million 2024 Notes outstanding, which had a fair value of $ 74.5 million .
2028 Notes
In April and May 2013, we issued $86.3 million in aggregate principal amount of our 6.125% unsecured notes due 2028 (the "2028 Notes") for net proceeds of $83.4 million after deducting underwriting commissions of $2.6 million and offering costs of $0.3 million. The proceeds included the underwriters' full exercise of their overallotment option.
The 2028 Notes were issued pursuant to an indenture, dated April 30, 2012, as supplemented by the second supplemental indenture, dated April 4, 2013 (collectively, the "2028 Notes Indenture"), between us and the Trustee. The 2028 Notes are our unsecured obligations and rank senior in right of payment to our existing and future indebtedness that is expressly subordinated in right of payment to the 2028 Notes; equal in right of payment to our existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of our secured indebtedness (including existing unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries or financing vehicles.
Interest on the 2028 Notes is paid quarterly in arrears on January 30, April 30, July 30 and October 30, at a rate of 6.125% per annum. The 2028 Notes mature on April 30, 2028 and may be redeemed in whole or in part at any time or from time to time at our option on or after April 30, 2018. The 2028 Notes are listed on the NASDAQ Global Select Market under the trading symbol "FSCFL" with a par value of $25.00 per share.
The 2028 Notes Indenture contains certain covenants, including covenants requiring our compliance with (regardless of whether we are subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act, as well as covenants requiring us to provide financial information to the holders of the 2028 Notes and the Trustee if we cease to be subject to the reporting requirements of the Securities Exchange Act of 1934. These covenants are subject to limitations and exceptions that are described in the 2028 Notes Indenture. We may repurchase the 2028 Notes in accordance with the 1940 Act and the rules promulgated thereunder. Any 2028 Notes repurchased by us may, at our option, be surrendered to the Trustee for cancellation, but may not be reissued or resold by us. Any 2028 Notes surrendered for cancellation will be promptly canceled and no longer outstanding under the 2028 Notes Indenture. During the six months ended March 31, 2015 and March 31, 2014 , we did not repurchase any of the 2028 Notes in the open market.

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For the three and six months ended March 31, 2015 , we recorded interest expense of $1.4 million and $2.7 million respectively, related to the 2028 Notes. For the three and six months ended March 31, 2014 , we recorded interest expense of $1.3 million and $2.7 million respectively, related to the 2028 Notes.
As of March 31, 2015 , there were $86.3 million 2028 Notes outstanding, which had a fair value of $85.9 million .
Secured Borrowings
We follow the guidance in ASC 860 when accounting for loan participations and other partial loan sales. Such guidance requires a participation or other partial loan sale to meet the definition of a "participating interest," as defined in the guidance, in order for sale treatment to be allowed. Participations or other partial loan sales which do not meet the definition of a participating interest remain on our Consolidated Statement of Assets and Liabilities and the proceeds are recorded as a secured borrowing until the definition is met. Secured borrowings are carried at fair value to correspond with the related investments, which are carried at fair value.
As of March 31, 2015 , secured borrowings at fair value totaled $22.2 million and the fair value of the loan that is associated with these secured borrowings was $57.1 million . These secured borrowings were the result of the completion of partial loan sales of a senior secured debt investment totaling $22.8 million during the year ended September 30, 2014 that did not meet the definition of a participating interest. As a result, sale treatment was not allowed and these partial loan sales were treated as secured borrowings. During the six months ended March 31, 2015 , there were $62.3 million of repayments on secured borrowings.
For the three and six months ended March 31, 2015 , we recorded interest expense of $0.4 million and $0.9 million , respectively, related to the secured borrowings. For the three and six months ended March 31, 2014 , we recorded interest expense of $0.2 million related to our secured borrowings
As of March 31, 2015 , there were $22.3 million of secured borrowings outstanding, which had a fair value of $22.2 million . As of September 30, 2014 , there were $84.8 million of secured borrowings outstanding, which had a fair value of $84.8 million.
Total interest expense for the three and six months ended March 31, 2015 was $14.8 million and $28.8 million , respectively. Total interest expense for the three and six months ended March 31, 2014 was $12.8 million and $23.0 million , respectively.
Off-Balance Sheet Arrangements
We may be a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. As of March 31, 2015 , our only off-balance sheet arrangements consisted of $ 322.8 million of unfunded commitments, which was comprised of $220.5 million to provide debt financing to certain of our portfolio companies, $85.0 million to provide debt and equity financing to SLF JV I and $17.3 million related to unfunded limited partnership interests. As of September 30, 2014 , our only off-balance sheet arrangements consisted of $ 325.0 million , which was comprised of $185.4 million to provide debt financing to certain of our portfolio companies, $115.0 million to provide debt and equity financing to SLF JV I and $24.6 million related to unfunded limited partnership interests. Such commitments are subject to our portfolio companies' satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees, elements of credit risk in excess of the amount recognized in our Consolidated Statements of Assets and Liabilities and are not reflected on our Consolidated Statements of Assets and Liabilities.
A summary of the composition of unfunded commitments (consisting of revolvers, term loans, SLF JV I subordinated notes and LLC interests, and limited partnership interests) as of March 31, 2015 and September 30, 2014 is shown in the table below:
March 31, 2015
September 30, 2014
Senior Loan Fund JV 1, LLC
$
85,016

$
115,018

Yeti Acquisition, LLC
20,000

15,000

Lift Brands Holdings, Inc.
18,000

20,000

BMC Software Finance, Inc.
15,000

15,000

P2 Upstream Acquisition Co.
10,000

10,000

TigerText, Inc.
10,000


RP Crown Parent, LLC
9,868

10,000

Deltek, Inc.
9,713

3,213

Ameritox, Ltd
8,533


Trialcard Incorporated
7,800


Refac Optical Group
6,400

6,400

Thing5, LLC
6,000

6,000

BeyondTrust Software, Inc.
5,995

9,375

TIBCO Software, Inc.
5,800



99



InMotion Entertainment Group, LLC
5,481

7,916

Integrated Petroleum Technologies, Inc.
5,397

5,397

Integral Development Corporation
5,000

5,000

OnCourse Learning Corporation
5,000

3,000

EOS Fitness Opco Holdings, LLC
5,000


Penn Foster, Inc.
5,000


Metamorph US 3, LLC
4,900


Adventure Interactive, Corp.
4,846

4,846

Edge Fitness, LLC
4,500


First American Payment Systems, LP
4,342

5,000

World 50, Inc.
4,000

4,000

First Choice ER, LLC (1)
3,951

9,181

Motion Recruitment Partners LLC
3,900


All Web Leads, Inc.
3,500

3,500

WeddingWire, Inc.
3,000


OmniSYS Acquisition Corporation
2,500

2,500

Idera, Inc.
2,400


Chicago Growth Partners L.P. (limited partnership interest)
2,000

2,000

ExamSoft Worldwide, Inc.
2,000


Eagle Hospital Physicians, Inc.
1,820

1,820

Discovery Practice Management, Inc.
1,808

2,682

Tailwind Capital Partners II, L.P. (limited partnership interest)
1,704

1,726

TransTrade Operators, Inc.
1,694

2,255

Webster Capital III, L.P. (limited partnership)
1,638

2,000

SPC Partners V, L.P. (limited partnership interest)
1,428

1,415

Beecken Petty O'Keefe Fund IV, L.P. (limited partnership interest)
1,422

1,433

Riverside Fund V, LP (limited partnership interest)
1,381

1,422

Garretson Firm Resolution Group, Inc.
1,206

859

Teaching Strategies, LLC
1,200

5,000

Ansira Partners, Inc.
1,190

1,190

Phoenix Brands Merger Sub LLC
1,071

1,286

Miche Group, LLC
1,050


Psilos Group Partners IV, LP (limited partnership interest)
1,000

1,000

Moelis Capital Partners Opportunity Fund I-B, L.P. (limited partnership interest)
992

1,285

L Squared Capital Partners (limited partnership interest)
999

1,000

RCP Direct II, LP (limited partnership interest)
900

990

Total Military Management, Inc.
857

857

Sterling Capital Partners IV, L.P. (limited partnership interest)
918

1,126

HealthDrive Corporation
734

734

Milestone Partners IV, LP (limited partnership interest)
666

869

Bunker Hill Capital II (QP), LP (limited partnership interest)
620

632

RCP Direct, LP (limited partnership interest)
204

344

Riverlake Equity Partners II, LP (limited partnership interest)
358

358

Riverside Fund IV, LP (limited partnership interest)
357

357

ACON Equity Partners III, LP (limited partnership interest)
323

502

Pingora MSR Opportunity Fund I, LP (limited partnership interest)
286

5,944

Baird Capital Partners V, LP (limited partnership interest)
153

174

Drugtest, Inc.

10,900

Charter Brokerage, LLC

4,000

CPASS Acquisition Company

2,500

Olson + Co., Inc.

1,673

CCCG, LLC

1,520

Enhanced Recovery Company, LLC

1,500

2Checkout.com, Inc.

850

American Cadastre, LLC

405

Total
$
322,821

$
324,954

______________

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(1) In addition to our revolving commitment, we have extended a $105.2 million delayed draw term loan facility to First Choice ER, LLC. Specific amounts are made available to the borrower as certain financial requirements are satisfied. As of March 31, 2015, there was no availability under this delayed draw facility which was drawn at $49.0 million as of such date.

Contractual Obligations
The following table reflects information pertaining to our debt outstanding under the SBA debentures, the ING facility, the Sumitomo facility, our Convertible Notes, our 2019 Notes, our 2024 Notes, our 2028 Notes and our secured borrowings:
Debt Outstanding
as of September 30,
2014
Debt Outstanding
as of March 31,
2015
Weighted average  debt
outstanding for the
six months ended
March 31, 2015
Maximum debt
outstanding
for the six months ended
March 31, 2015
SBA debentures
$
225,000

$
225,000

$
225,000

$
225,000

ING facility
267,395

468,495

426,144

651,995

Sumitomo facility
50,000

43,800

44,050

50,000

Convertible Notes
115,000

115,000

115,000

115,000

2019 Notes
250,000

250,000

250,000

250,000

2024 Notes
75,000

75,000

75,000

75,000

2028 Notes
86,250

86,250

86,250

86,250

Secured borrowings
84,750

22,300

51,284

84,750

Total debt
$
1,153,395

$
1,285,845

$
1,272,728

$
1,459,862

The following table reflects our contractual obligations arising from the SBA debentures, the ING facility, the Sumitomo facility, our Convertible Notes, our secured borrowings, our 2019 Notes, our 2024 Notes and our 2028 Notes:
Payments due by period as of March 31, 2015
Total
< 1 year
1-3 years
3-5 years
> 5 years
SBA debentures
$
225,000

$

$

$

$
225,000

Interest due on SBA debentures
60,044

8,887

17,725

17,749

15,683

ING facility
468,495



468,495


Interest due on ING facility
38,232

11,420

22,840

3,972


Sumitomo facility
43,800




43,800

Interest due on Sumitomo facility
5,807

1,062

2,124

2,124

497

Convertible Notes
115,000


115,000



Interest due on Convertible Notes
6,215

6,181

34



Secured borrowings
22,300


22,300



Interest due on secured borrowings
3,155

1,059

2,096



2019 Notes
250,000



250,000


Interest due on 2019 Notes
47,782

12,188

24,375

11,219


2024 Notes
75,000




75,000

Interest due on 2024 Notes
42,264

4,406

8,813

8,813

20,232

2028 Notes
86,250




86,250

Interest due on 2028 Notes
69,169

5,283

10,566

10,566

42,754

Total
$
1,558,513

$
50,486

$
225,873

$
772,938

$
509,216

Regulated Investment Company Status and Distributions
We elected to be treated as a RIC under Subchapter M of the Code. As long as we continue to qualify as a RIC, we will not be taxed on our investment company taxable income or realized net capital gains, to the extent that such taxable income or gains are distributed, or deemed to be distributed, to stockholders on a timely basis.
Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation until realized. Distributions declared and paid by us in a year may differ from taxable income for that year as such distributions may include the distribution of

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current year taxable income or the distribution of prior year taxable income carried forward into and distributed in the current year. Distributions also may include returns of capital.
To maintain RIC tax treatment, we must, among other things, distribute, with respect to each taxable year, at least 90% of our investment company net taxable income (i.e., our net ordinary income and our realized net short-term capital gains in excess of realized net long-term capital losses, if any). As a RIC, we are also subject to a federal excise tax, based on distribution requirements of our taxable income on a calendar year basis (e.g., calendar year 2014). We anticipate timely distribution of our taxable income in accordance with tax rules. We did not incur a U.S. federal excise tax for calendar years 2012 and 2013 and do not expect to incur a U.S. federal excise tax for the calendar year 2014. We may incur a federal excise tax in future years.
We intend to distribute to our stockholders between 90% and 100% of our annual taxable income (which includes our taxable interest and fee income). However, we are partially dependent on our SBIC subsidiaries for cash distributions to enable us to meet the RIC distribution requirements. Our SBIC subsidiaries may be limited by the Small Business Investment Act of 1958, and SBA regulations governing SBICs, from making certain distributions to us that may be necessary to enable us to maintain our status as a RIC. We may have to request a waiver of the SBA's restrictions for our SBIC subsidiaries to make certain distributions to maintain our RIC status. We cannot assure you that the SBA will grant such waiver. Also, the covenants under the Sumitomo facility could, under certain circumstances, restrict Funding and Funding II from making distributions to us and, as a result, hinder our ability to satisfy the distribution requirement. Similarly, the covenants contained in the ING facility may prohibit us from making distributions to our stockholders, and, as a result, could hinder our ability to satisfy the distribution requirement. In addition, we may retain for investment some or all of our net taxable capital gains (i.e., realized net long-term capital gains in excess of realized net short-term capital losses) and treat such amounts as deemed distributions to our stockholders. If we do this, our stockholders will be treated as if they received actual distributions of the capital gains we retained and then reinvested the net after-tax proceeds in our common stock. Our stockholders also may be eligible to claim tax credits (or, in certain circumstances, tax refunds) equal to their allocable share of the tax we paid on the capital gains deemed distributed to them. To the extent our taxable earnings for a fiscal taxable year fall below the total amount of our dividend distributions for that fiscal year, a portion of those distributions may be deemed a return of capital to our stockholders.
We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, we may be limited in our ability to make distributions due to the asset coverage test for borrowings applicable to us as a business development company under the 1940 Act and due to provisions in our credit facilities and debt instruments. If we do not distribute a certain percentage of our taxable income annually, we will suffer adverse tax consequences, including possible loss of our status as a RIC. We cannot assure stockholders that they will receive any distributions or distributions at a particular level.
In accordance with certain applicable Treasury regulations and private letter rulings issued by the Internal Revenue Service, a RIC may treat a distribution of its own stock as fulfilling its RIC distribution requirements if each stockholder may elect to receive his or her entire distribution in either cash or stock of the RIC, subject to a limitation that the aggregate amount of cash to be distributed to all stockholders must be at least 20% of the aggregate declared distribution. If too many stockholders elect to receive cash, each stockholder electing to receive cash must receive a pro rata amount of cash (with the balance of the distribution paid in stock). In no event will any stockholder, electing to receive cash, receive less than 20% of his or her entire distribution in cash. If these and certain other requirements are met, for U.S federal income tax purposes, the amount of the dividend paid in stock will be equal to the amount of cash that could have been received instead of stock. We have no current intention of paying dividends in shares of our stock in accordance with these Treasury regulations or private letter rulings.
Related Party Transactions
We have entered into an investment advisory agreement with our investment adviser, Fifth Street Management. Messrs. Berman, Dimitrov and Owens, each an interested member of our Board of Directors, have a direct or indirect pecuniary interest in Fifth Street Management. Fifth Street Management is a registered investment adviser under the Investment Advisers Act of 1940, that is partially and indirectly owned by Fifth Street Asset Management Inc. Pursuant to the investment advisory agreement, fees payable to our investment adviser equal to (a) a base management fee of 2.0% of the value of our gross assets, which includes any borrowings for investment purposes and excludes cash and cash equivalents, and (b) an incentive fee based on our performance. The incentive fee consists of two parts. The first part is calculated and payable quarterly in arrears and equals 20% of our "Pre-Incentive Fee Net Investment Income" for the immediately preceding quarter, subject to a preferred return, or "hurdle," and a "catch up" feature. The second part is determined and payable in arrears as of the end of each fiscal year (or upon termination of the investment advisory agreement) and equals 20% of our "Incentive Fee Capital Gains," which equals our realized capital gains on a cumulative basis from inception through the end of the year, if any, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fee. The investment advisory agreement may be terminated by either party without penalty upon no fewer than 60 days' written notice to the other. During the three and six months

102



ended March 31, 2015 , we incurred fees of $20.4 million and $43.3 million, respectively, under the investment advisory agreement. During the three and six months ended March 31, 2014 , we incurred fees of $22.0 million and $43.1 million, respectively, under the investment advisory agreement. While under no obligation to do so, for the three months ended March 31, 2015 and March 31, 2014 , the Investment Adviser voluntarily waived a portion of the base management fee which resulted in waivers of $0.1 million and $0.2 million, respectively. Such waiver in no way implies that the Adviser will agree to waive incentive fees in any future period.
Pursuant to the administration agreement with FSC CT, which is a wholly-owned subsidiary of our investment adviser, FSC CT will furnish us with the facilities, including our principal executive offices and administrative services necessary to conduct our day-to-day operations, including equipment, clerical, bookkeeping and recordkeeping services at such facilities. In addition, FSC CT will assist us in connection with the determination and publishing of our net asset value, the preparation and filing of tax returns and the printing and dissemination of reports to our stockholders. We pay FSC CT its allocable portion of overhead and other expenses incurred by FSC CT in performing its obligations under the administration agreement, including a portion of the rent at market rates and the compensation of our chief financial officer and chief compliance officer and their respective staffs. The administration agreement may be terminated by either party without penalty upon no fewer than 60 days' written notice to the other. During the three and six months ended March 31, 2015 , we incurred expenses of $1.2 million and $3.7 million, respectively, under the administration agreement. During the three and six months ended March 31, 2014 , we incurred expenses of $1.5 million and $3.2 million, respectively, under the administration agreement.
We have also entered into a license agreement with Fifth Street Capital LLC pursuant to which Fifth Street Capital LLC has agreed to grant us a non-exclusive, royalty-free license to use the name "Fifth Street." Under this agreement, we will have a right to use the "Fifth Street" name, for so long as Fifth Street Management LLC or one of its affiliates remains our investment adviser. Other than with respect to this limited license, we will have no legal right to the "Fifth Street" name. Fifth Street Capital LLC is controlled by Mr. Tannenbaum, our investment adviser's chief executive officer.
Recently Issued Accounting Standards
See Note 2 to the Consolidated Financial Statements for a description of recent accounting pronouncements, including the expected dates of adoption and the anticipated impact on our Consolidated Financial Statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are subject to financial market risks, including changes in interest rates. Changes in interest rates may affect both our cost of funding and our interest income from portfolio investments, cash and cash equivalents and idle funds investments. Our risk management systems and procedures are designed to identify and analyze our risk, to set appropriate policies and limits and to continually monitor these risks and limits by means of reliable administrative and information systems and other policies and programs. Our investment income will be affected by changes in various interest rates, including LIBOR and prime rates, to the extent our debt investments include floating interest rates. In accordance with applicable loan agreements, certain of our portfolio companies may elect benchmark indices with various tenors on which to base the floating interest rate accruals on their loans, either in whole or in part. For example, if a borrower elects to pay interest at a floating rate that is indexed to the 30-day or 90-day LIBOR rate, the interest rate on the borrowing would be locked at such interest rate for 30 days or 90 days, respectively, at which time the borrower would again elect a rate for the subsequent period. Further, certain of our portfolio companies may elect from time to time to split the total principal balances of their loans between multiple benchmark indices for a given period. In addition, our investments are carried at fair value as determined in good faith by our Board of Directors in accordance with the 1940 Act (See "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies — Investment Valuation"). Our valuation methodology utilizes discount rates in part in valuing our investments, and changes in those discount rates may have an impact on the valuation of our investments.
As of March 31, 2015 , 73.9% of our debt investment portfolio (at fair value) and 73.5% of our debt investment portfolio (at cost) bore interest at floating rates. The composition of our floating rate debt investments by cash interest rate floor (excluding PIK) as of March 31, 2015 and September 30, 2014 was as follows:
March 31, 2015
September 30, 2014
Fair Value
% of Floating
Rate Portfolio
Fair Value
% of Floating
Rate Portfolio
Under 1%
$
216,345

12.31
%
$
181,450

11.05
%
1% to under 2%
1,525,948

86.86

1,397,913

85.16

2% to under 3%


39,970

2.44

3% and over
14,592

0.83

22,143

1.35

Total
$
1,756,885

100.00
%
$
1,641,476

100.00
%
Based on our Consolidated Statement of Assets and Liabilities as of March 31, 2015 , the following table shows the approximate annualized increase (decrease) in components of net assets resulting from operations of hypothetical base rate changes in interest rates, assuming no changes in our investment and capital structure:

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Basis point increase
Interest
income
Interest
expense
Net increase
(decrease)
500
$
78,700

$
(26,200
)
$
52,500

400
61,000

(20,900
)
40,100

300
43,300

(15,700
)
27,600

200
25,700

(10,400
)
15,300

100
8,600

(5,200
)
3,400

We regularly measure exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. Based on this review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates. The following table shows a comparison of the interest rate base for our interest-bearing cash and outstanding investments, at principal, and our outstanding borrowings as of March 31, 2015 and September 30, 2014 :
March 31, 2015
September 30, 2014
Interest Bearing
Cash and
Investments
Borrowings
Interest Bearing
Cash and
Investments
Borrowings
Money market rate
$
115,135

$

$
109,046

$

Prime rate
17,796


1,040

80,000

LIBOR
30 day
56,282

512,295

62,509

237,395

90 day
1,726,338

22,300

1,546,536

84,750

Fixed rate
651,577

751,250

709,963

751,250

Total
$
2,567,128

$
1,285,845

$
2,429,094

$
1,153,395


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Item 4. Controls and Procedures
All controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 of the Securities Exchange Act of 1934). Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective, at the reasonable assurance level, in timely identifying, recording, processing, summarizing, and reporting any material information relating to us that is required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934.
There have been no changes in our internal control over financial reporting that occurred during the three months ended March 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings.
Although we may, from time to time, be involved in litigation arising out of our operations in the normal course of business or otherwise, we are currently not a party to any pending material legal proceedings.
I tem 1A. Risk Factors.
There have been no material changes during the three months ended March 31, 2015 to the risk factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended September 30, 2014.


106



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
We did not engage in any sales of unregistered securities during the three months ended March 31, 2015 . Additionally, we did not issue any shares under our dividend reinvestment plan (“DRIP”).

Item 6. Exhibits.

Exhibit
Number
Description of Exhibit
31.1*
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2*
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32.1*
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
32.2*
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
_______________
*
Filed herewith

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, thereunto duly authorized.
FIFTH STREET FINANCE CORP.
Date: May 8, 2015
By:
/s/    Todd G. Owens
Todd G. Owens
Chief Executive Officer and Director
Date: May 8, 2015
By:
/s/    Richard A. Petrocelli
Richard A. Petrocelli
Chief Financial Officer


107





EXHIBIT INDEX
Exhibit
Number
Description of Exhibit
31.1*
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2*
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32.1*
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
32.2*
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
______________
*
Filed herewith


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