SEC Company Response from Oaktree Specialty Lending Corp (OCSL) (CIK 0001414932) (OCSL) — Jan 18, 2017
Oaktree Specialty Lending Corp (OCSL) (CIK 0001414932)
Date: Jan. 18, 2017 · CIK: 0001414932 · Accession: 0001144204-17-002680
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-214129
Letter
1900 K Street, NW
Washington, DC 20006-1110
+1 202 261 3300 Main
+1 202 261 3333 Fax
www.dechert.com
William Tuttle
william.tuttle@dechert.com
+1 202 261 3352 Direct
+1 202 261 3009 Fax
January 18, 2017
VIA EDGAR
United States Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549
Attn: Dominic Minore
Re: Fifth Street Finance Corp.
Registration Statement on Form N-2
File Number: 333-214129
Ladies and Gentlemen:
On behalf of Fifth Street Finance Corp., a Delaware corporation (the “Company”), we hereby respond to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) on the Company’s Registration Statement on Form N-2 (Registration No. 333-214129) (the “Registration Statement”) communicated in a phone call on January 18, 2017 between Dominic Minore of the Staff and Matthew Carter of Dechert LLP, outside counsel to the Company. For your convenience, the Staff’s comments are included in this letter, and each comment is followed by the applicable response.
Legal Comments
1. Please confirm in your response letter that the disclosure presented in a prospectus supplement for any debt takedown from this shelf registration statement will conform to the disclosure undertakings stated in the Company’s letter to the SEC dated February 11, 2014 and those requested by the Staff in its letter to the Company dated November 15, 2016.
Response:
The Company hereby undertakes that the disclosure presented in a prospectus supplement for any debt takedown from this shelf registration statement will conform to the disclosure undertakings in the Company’s letter to the SEC dated February 11, 2014 and those requested by the Staff in its letter to the Company dated November 15, 2016.
Dominic Minore
January 18, 2017
Page 2
2. Please undertake to add a risk factor in any 497 prospectus addressing the substantial increases from the fiscal year ended September 30, 2015 to the fiscal year ended September 30, 2016 as well as any similar future increases in the Company’s portfolio loans that were placed on non-accrual status year over year.
Response:
The Company hereby undertakes to include a risk factor in any 497 prospectus used in connection with an offering under the Registration Statement addressing the increases in the Company’s portfolio loans that were placed on non-accrual status from the fiscal year ended September 30, 2015 to the fiscal year ended September 30, 2016 as well as any similar future increases.
3. Please undertake to include in any 497 prospectus a footnote to the cash distribution per share column of the Price Range of Common Stock and Distributions table stating that the Company’s cash distributions included a $0.05 per share tax return of capital during the fiscal year ended September 30, 2016 and add similar disclosure elsewhere as appropriate in such 497 prospectus.
Response:
The Company hereby undertakes to include in any 497 prospectus a footnote to the cash distribution per share column of the Price Range of Common Stock and Distributions table stating that the Company’s cash distributions included a $0.05 per share tax return of capital during the fiscal year ended September 30, 2016 and add similar disclosure elsewhere as appropriate in such 497 prospectus.
* * * * * * * * * *
If you have any questions, please feel free to contact the undersigned by telephone at 202.261.3352 (or by email at william.tuttle@dechert.com). Thank you for your cooperation and attention to this matter.
Sincerely,
/s/ William J. Tuttle
Show Raw Text
CORRESP
1
filename1.htm
1900 K Street, NW
Washington, DC 20006-1110
+1 202 261 3300 Main
+1 202 261 3333 Fax
www.dechert.com
William Tuttle
william.tuttle@dechert.com
+1 202 261 3352 Direct
+1 202 261 3009 Fax
January 18, 2017
VIA EDGAR
United States Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549
Attn: Dominic Minore
Re:
Fifth Street Finance Corp.
Registration Statement on Form N-2
File Number: 333-214129
Ladies and Gentlemen:
On behalf of Fifth Street Finance
Corp., a Delaware corporation (the “Company”), we hereby respond to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission (the “SEC”) on the Company’s Registration Statement on Form
N-2 (Registration No. 333-214129) (the “Registration Statement”) communicated in a phone call on January 18,
2017 between Dominic Minore of the Staff and Matthew Carter of Dechert LLP, outside counsel to the Company. For your convenience,
the Staff’s comments are included in this letter, and each comment is followed by the applicable response.
Legal Comments
1. Please confirm in your response letter that the disclosure presented
in a prospectus supplement for any debt takedown from this shelf registration statement will conform to the disclosure undertakings
stated in the Company’s letter to the SEC dated February 11, 2014 and those requested by the Staff in its letter to the Company
dated November 15, 2016.
Response:
The Company hereby undertakes
that the disclosure presented in a prospectus supplement for any debt takedown from this shelf registration statement will conform
to the disclosure undertakings in the Company’s letter to the SEC dated February 11, 2014 and those requested by the Staff
in its letter to the Company dated November 15, 2016.
Dominic Minore
January 18, 2017
Page 2
2. Please undertake to add a risk factor in any 497 prospectus addressing
the substantial increases from the fiscal year ended September 30, 2015 to the fiscal year ended September 30, 2016 as well as
any similar future increases in the Company’s portfolio loans that were placed on non-accrual status year over year.
Response:
The Company hereby undertakes
to include a risk factor in any 497 prospectus used in connection with an offering under the Registration Statement addressing
the increases in the Company’s portfolio loans that were placed on non-accrual status from the fiscal year ended September
30, 2015 to the fiscal year ended September 30, 2016 as well as any similar future increases.
3. Please undertake to include in any 497 prospectus a footnote to the cash
distribution per share column of the Price Range of Common Stock and Distributions table stating that the Company’s cash
distributions included a $0.05 per share tax return of capital during the fiscal year ended September 30, 2016 and add similar
disclosure elsewhere as appropriate in such 497 prospectus.
Response:
The Company hereby undertakes
to include in any 497 prospectus a footnote to the cash distribution per share column of the Price Range of Common Stock and Distributions
table stating that the Company’s cash distributions included a $0.05 per share tax return of capital during the fiscal year
ended September 30, 2016 and add similar disclosure elsewhere as appropriate in such 497 prospectus.
* * * * * * * * * *
If you have any questions, please
feel free to contact the undersigned by telephone at 202.261.3352 (or by email at william.tuttle@dechert.com). Thank you for your
cooperation and attention to this matter.
Sincerely,
/s/ William J. Tuttle
William J. Tuttle
cc: Patrick Dalton, Fifth Street Finance Corp.
Steven Noreika, Fifth Street
Finance Corp.
Kerry Acocella, Fifth Street
Finance Corp.