Good day, and welcome to the Fifth Street Finance Corporation fourth quarter 2010 earnings conference call. Today’s conference is being recorded. At this time, I would like to turn the conference over to Stacey Thorne. Please go ahead, ma’am.

Good morning, and welcome, everyone. My name is Stacey Thorne, and I am the Head of Investor Relations for Fifth Street Finance Corp. This is the conference call to discuss Fifth Street Finance Corp.’s fourth quarter and year-end results for September 30th, 2010. I have with me this afternoon Leonard Tannenbaum, CEO; Bernard Berman, President; and William Craig, Chief Financial Officer. Before I begin, I would like to point out that this call is being recorded. Replay information is included in our October 27th press release and is posted on our website. Please note that this call is the property of Fifth Street Finance Corp. Any unauthorized rebroadcast of this call of any form is strictly prohibited. Before we go into our earnings portion of the call, I’d like to call your attention to the customary Safe Harbor disclosure in our October 27, 2010 press release regarding forward-looking information. Today's conference call includes forward-looking statements and projections and we ask that you refer to our most recent filings with the SEC for important factors that would cause actual results to differ materially from these forward-looking statements and projections. We do not undertake to update our forward-looking statements unless required by law. To obtain copies of our latest SEC filings, please visit our website or call Investor Relations at 914-286-6811. The format for today's call is as follows. Len will provide an overview, Bernie will provide an update on each of our lending facilities, and Bill will summarize the financials, and then we will open our line for Q&A. Before I turn the call over to our CEO, Leonard Tannenbaum, I would like to take the time to clear some information relating to our recently amended dividend reinvestment plans. On October 9, 2010, we announced that our Board of Directors adopted an amended DRIP. This plan allows a 5% discount on newly issued shares purchased through the plan, provided that shares will not be issued at less than net asset value. This plan will be effective for all dividends paid after January 1, 2011. It is inversely attention that there may be some confusion about how to enroll on the plan. If you are an investor and would like to have your dividends reinvested into shares, you should contact your broker directly. While I’m happy to speak to investors, I encourage all questions relating to the DRIP to be directed to our plan administrator American Stock and Transfer Company at 866-665-2280. I will now turn the call over to our CEO, Len Tannenbaum.

Thank you, Stacey. From an economic standpoint, we have continued to experience stable to slightly increasing EBITDA, especially in our 2008 and beyond interest portfolio. The Fifth Street Small Business Index, which is published monthly on our website, has increased for ten consecutive months. The growth in earnings is due both to margin expansion and revenue growth. These indicators of a rising economy are seen across several industry growths. In addition, since September 30, 2010, TBA and Goldco have been refinanced to only totaling approximately $19 million. TBA was at one time a problem security. Debt-to-EBITDA was over ten times. The careful monitor in the best investment was instrumental (inaudible) for our debt, and we still hold a piece of the equity. We also have continued to exit problem securities, including Rose Tarlow during the fourth fiscal quarter. Turnover of investments is an important component of earnings for BDCs, as refinancings typically raise short-term earnings for those companies like ours to amortize the original points over the life of the loan. We expect this quarter to be a record quarter for originations. Quarter-to-date we have already originated $109 million. Our origination volume has grown every quarter this calendar year, and we expect our new Chicago office to contribute additional investment relationships. Our previous record quarter was in the fourth calendar quarter of last year. As many private equity firms wanted deals to close by year-end, we expect to announce additional closings through the month of December. We continue to have ample capacity to fund investments through the remainder of our SBA facility, our Wells Fargo credit facility, and our ING-led credit facility. We are also looking to expand our credit capability in the ING facility by expanding the syndicate and increasing the amounts from the existing syndicate members. Our 2007…

Thanks, Len. In September, the pricing on $73 million of our SBA debentures was fixed for ten years at an interest rate of 3.215%, which we believe is the lowest pricing in the history of the SBA debenture program. We were very pleased to be able to fix large amount of debt at such a favorable rate. In addition, we anticipate that our outstanding SBIC debt will increase by an additional $50 million to $75 million before the next pricing in March 2011, which would bring us close to the maximum $150 million of debt our SBIC license permits. Once we get close to utilizing substantially all of our SBIC debt capacity, we expect to start the process of applying for a second SBIC license. We have also begun to draw on our bank credit facilities. We expect to continue to draw on both the Wells facility and the ING facility during December. We are also in early discussions with our lending partners about expanding our debt capacity, and we hope to have something definitive to announce before our next earnings call. I’m now going to turn it over to our CFO, Bill Craig.

Thanks, Bernie. With respect to our balance sheet as of September 30, 2010, total assets were $651.9 million, which included total investments of $563.8 million at fair value and cash and cash equivalents of $76.8 million. Liabilities were $82.8 million, which included the $73 million of SBA debentures payable. At September 30, 2010, net assets were $569.2 million, and our net asset value per share was $10.43. With respect to our operations, total investment income for the three months ended September 30, 2010 was $20 million. This was comprised of $18 million of interest income, including $3.3 million of fixed interest and $2.0 million of fee income. Total investment income for the year ended September 30, 2010 was $70.5 million, which was primarily comprised of $64.1 million of interest income, including $10.0 million of fixed interest and $6.0 million of fee income. We ended with net investment income per common share of $0.95 and earnings per common share of $0.49. For the three months ended September 30, 2010, we recorded net unrealized appreciation of $9.9 million. This consisted of $14.3 million of reclassifications to realized losses and $0.2 million of net unrealized appreciation on equity investments, offset by $3.8 million of net unrealized depreciation on debt investments and $0.8 million of net unrealized depreciation on our interest rate swap. For the year ended September 30, 2010, we recorded net unrealized appreciation of $1.8 million. This consisted of $19.1 million of net unrealized depreciation on debt investments and $0.8 million of net unrealized depreciation on our interest rate swap, offset by $17.6 million of reclassifications to realized losses and $0.5 million of net unrealized appreciation on equity investments. Our weighted average yield on debt investments at September 30, 2010 was 14%, which included a cash component of 11.8%. Our average portfolio…

Thank you, Bill. In the past month, we announced a new corporate brand, which included a new logo and updates to our website. I encourage you to visit our recently remodeled website and watch the video we have posted on our home page. This video can be emailed and has been referred to as FSC-101. While on our website, I also encourage you to explore our Fifth Street Small Business Index. Our most recent release marks the tenth consecutive month in which the index has increased. And finally, as a reminder, for the months that Fifth Street does not report quarterly earnings, we generally release a newsletter. If you like to be added to the mailing list and receive these communications directly, please either call me at 914-286-6811 or send a request email to ir@fifthstreetcorp.com. Alternatively, email letters can be set up through the shareholder tool link under the Investors Relations tab of our website, www.fifthstreetfinance.com. Thank you for participating on the call today. I will now turn it over to Cynthia, our operator, to open the line for questions.

Thank you, ma’am. (Operator instructions) Our first question will come from Troy Ward with Stifel Nicolaus.

Great. Thank you, and good morning.

Good morning.

Hey. Len, based on the movement we’ve seen in the portfolio this quarter and/or in subsequent events, there has been significant activity in that 2007, early 2008 vintage portfolio. Can you just give us some – just some insight into internally what you guys are thinking about that, how much of that was market-driven versus how much is a change may be and how the internal management looking at that vintage?

Well, it was certainly a vintage that was a tough vintage where we got caught with companies that were smaller second-lien positions and some key private equity firms that we backed in that time period no longer can raise capital maybe ever again. And that caused a number of problems in that portfolio. I think with Chad Blakeman joining us four or five months ago – is it four, five months, Bernie? Even more. Eight months ago?

Yes.

Well, thanks a lot. Chad has taken a very proactive approach. He is over 20 years experienced managing credits. He ran $1.6 billion at Freeport. He was many, many years at GE Capital as division leader. And Chad’s approach dashboards proactive management and basically – if you think some people sweep things under the rug, we do quite the opposite. We take a chainsaw right now and deal with our problems as they occur and even sometimes before they occur. And that approach has caused, I think, a bit of a luck into the category three, four and five. And if I didn’t signal it correctly through my speech, I think the results that we’ve seen from Chad’s proactive approach, I think you’re going to start seeing the benefit as early as the next quarterly earnings call.

Great. Thanks. And then, Len, I believe the – we've talked about this in the past. The unused portion of your facility, the fee on that portion changes, I believe, in early 2011, can you remind us of the details of that? Maybe more importantly, will your use of leverage basically offset that or do you expect some amount of additional expense related to the unused facility piece going up?

I don’t know what the beep was. But – we've now had (inaudible). You still on, Troy?

Yes, I am. I’m sorry, I was just getting a call on the other line. Go ahead.

Okay. We did have this unused ratchet up six months after we started these two new facilities. Clearly, by raising capital in June, our expansion of credit facilities prepared us for a very busy fourth quarter. I think you and our investors are going to find out through the balance of this month and maybe into the first week in January if I was right or wrong in gearing up the company for that much capacity going into what we thought would be a busy SM&A quarter and history. We do believe we’re going to hit a record, but I’m certainly not going to make a forward statement as to where we think originations are, except to say that in our February earnings call, if you’re not happy, I’m happy to sit here as long as you want and answer questions because I’m very confident that we made the right decision.

Okay, great. And then one more and I’ll hop back in the queue. Looking at the fee income and then how that relates to the portfolio prepayments and originations, what do you think about your prepayment volumes in 2011 and what type of prepayment protections are you receiving today and what do you expect from additional fees coming in through the fee income line next year related to prepayments?

That’s a great question. So let me answer a little bit in detail. On average, our prepayment penalty when we get it, it’s about 2%. And that doesn’t mean it starts at 2%. Sometimes it’s four, three, two one. I mean it’s four month in the 3%, 3% in the second year, and 2% in the third quarter. It does variable deal. So – but if you think about it as if we get pre-paid on the loan or maturity, we get an average of 2%. I think that’s what reasonable assumption. In addition we received two, sometimes three points upfront in the transactions as amortized over the life along. That means 4% in the first year, 3% in the second year, 2% in the third year, and 1% in the fourth year. It does vary per deal. But if you think about it as if we get prepaid on a loan or maturity, we get an average of 2%. I think that’s a reasonable assumption. In addition, we received two, sometimes three points upfront in the transactions that’s amortized over the life of the loan. If you look in our 10-K report, I believe it’s between $11 million and $12 million that have to come into income at some point. What I mean by that is even if the security goes down, it doesn’t matter. This is earned income that we received cash for with no recourse and this $11 million to $12 million will come into income at some point. That point is accelerated when the company is refinanced. So that will also add into income. I believe in 2011 you will see some of these equity gains and equity kickers be realized, which should generate some income for investors. We do have a tax loss carry-forward from unfortunately a very tough cycle, which we took realized losses. So all of these gains should be – or most of these gains should be tax-free to the investors. There also will be no carry on these gains, which we have to make up our realized losses before we can carry. So these would be very accretive to NAV. And so that should also happen in 2011, at least to some extent. And the last thing is, we do have $7 million of exit fees on the balance sheet. And so far, we have not received one of them. So there is chance obviously that we will receive one of them or more of them in 2011, but as of yet, we still haven’t received one.

Great. That's very good color. Thanks, Len.

I’m sorry. Let me just correct that if I’m still on. The exit fees, as Steve corrects me, are not on the balance sheet. They are disclosed in the 10-K report, but we have not put them on the balance sheet and we have not flowed them through income.

And our next question will come from Casey Alexander with Gilford Securities.

Hi, good morning.

Good morning.

When I backed the full year out to get a line on the fourth quarter, I ran into interest expense that was over $1 million for the quarter. Can you explain why that level was so high given the fact that – I mean, you are not deeply out on your credit lines and that the costs that would presume $100 million out, are you accruing in there for the unused or what caused that to be so high in the quarter?

Yes. There’s a couple components there. We are accruing the unused there. We are amortizing the upfront fees that we pay on those facilities in that number in addition to the interest expense and the SBA annual charge that we’ve disclosed as well. So there are several components there. It’s not just straight interest expense.

And that was Steve Noreika.

How much is the SBA annual charge?

0.285%.

Okay. Secondly, you kind of have a level of committed but unfunded that is much higher than it has been in the past. I mean, can you give us some color on that? Does that have to do with the nature of the deals that you are doing now and the fact that you are doing larger deals? What is creating that?

Well, every deal in a one-stop transaction has at least a small revolver. The revolver typically is undrawn and is not projected to be drawn. In some cases, they are active revolvers that are drawn back and forth, and that need liquidities to company. But in most cases, that’s not the case. What probably exaggerates some of it is we have an unused revolve – loan out to JCC Education, which is a deal that we did with Ares Capital and which is performing extremely well. JCC has a letter of credit that has to be backed up as any education company has. And that’s $9 million of the total exposure. So it’s a variety of things. We budgeted by thinking about how much will be used and a budget amount of capital for that, we also charged unused fees on that balance.

Yes. I mean, I was going to say, even though you don't project it to be drawn, don't you have to reserve some of your own uncommitted capital in the event that it is drawn?

Definitely. And we calculate that and recalculate that each week based upon not only history, but the sponsors really give us a big heads up if they think something is going to be drawn or something is going to get paid back.

Okay. Next, when I kind of back out the SBA division and the SBA debt and look at the rest of your portfolio, your credit capacity still doesn't get you anywhere near to your regulatory credit limit. I mean, to what extent do you feel like you need to open up new or expanded lines on your credit capacity?

We – if you take us from two years ago to today, we’ve done a good job expanding our credit capacity. I think if you start within a year ago, it was $15 million. Right, Bernie?

Yes.

And so they were at $190 million of two different credit facilities, excluding $150 million from the SBA. And I still think that as we grow and as we get more participants in our credit facilities, we should get closer to our goal, which is 0.5 times levered excluding the SBA debt.

Okay. So your goal is not really to go much past 0.5 levered?

Yes. I don’t think – if we’re going to use additional leverage or start a vehicle that, for example, goes up market would favor securities, we may do it at similar to Apollo and Ares as a portfolio holding of the BDC. But for the base business development company, I think for us, 0.5 times leverage excluding the SBA –

Right, excluding the SBA.

Right. Okay. That makes sense. Did you – since these were events subsequent to or beyond the end of the quarter, did you receive prepaid fees on TBA and Goldco?

We got prepayment penalty on Goldco, and we did not get it on TBA. We actually were very happy to get par for that security, which is an event marketing company that – I said, I think, in my speech that was one time to ten times debt-to-EBITDA. It was substantially over ten times debt-to-EBITDA at one point, and it was a workout with the sponsors to get out of that loan.

Right. Okay, great. Thank you.

And moving on to Robert Dodd with Morgan Keegan.

Hi, guys. Just actually a longer-term question. You have given us what color you can about the short-term pipeline. What, if any, color can you give us sort of looking out until – how your pipeline is building for maybe March of next year? Are you too busy with the level of short-term activity to give us any color on how sharp a drop-off, if any, might you see heading into the second quarter calendar of next year?

I think we’re so busy right now with – I can’t – our team is actually working closely with three separate deal teams, two co-CIOs, working at capacity for the past month preparing this quarter’s originations. I think January to March period returns to more normalized numbers, which I’m going to give you a very broad range, but it’s 50 to 150 per quarter. And it’s such a lumpy business to predict any more than that. It’s always difficult. But I think that’s our normal expectation. If you look through the four calendar quarters of this year, which we did not have a Chicago office, which we had a ramping relationship with a number of key private equity firms that we’ve now done a deal with and we’re seeing deal number two and three and four from, and where we had a bit less capital to deploy, we deploy it $30 million something in the first quarter, $50 million something in the second quarter. Third quarter, I think it was $90 million, and this quarter is already over $109 million or will be over $109 million. And so you’re seeing a ramp-up. You’re seeing us take market share. One of the leading private equity fund-of-funds who we use for sponsor diligence or helps us with sponsor diligence that it is very impressed that Fifth Street taking market share in the middle market. And I think certainly Chicago market is our next target area.

Okay, great. Thanks.

And moving on to James Ballan with Lazard Capital Markets.

Great. Thanks a lot. Len, you've covered some of this in your remarks already, but maybe you could talk to us a little bit about a couple of the recent deals that you have done, just how those deals were sourced and just what the competitive situation was in order to get that business and maybe what that – and the competition there, what impact that has on the rates you are able to charge?

So, many other BDCs, and I’m not saying one strategy is better or worse than another, are taking much more risk by going second lien and unsecured at very high rates. And you are seeing that in the weighted average yield. And I was often criticized for that three years ago, which is the funny part. Today, having moved through the last cycle and having almost all of my own personal capital invested in the private – in the stock of Fifth Street capital, I – we're taking a relatively conservative approach by doing only first-lien one-stop transactions, and actually we’re going to do some senior-only transactions. And that is – the good news about first-lien, one-stop is that – risk reward ratio is so much better than going for second lien. Let me tell you what that means. The senior-only security, for example – and this is just an example. This is not to say any specific security – will be about 2.5 times deep that the EBITDA. Our first-lien one-stops are going about 3.5 to 3.75 times deep. And the senior mezz or senior unsecured combination can go about 4.5 to 4.75 times deep. The mezzanine in that case and the deal that we actually lost and we’re going to buy into small part of the senior where we – NXT one the senior in the transaction. I don’t want to talk about who won the other ones, that’s different BDC. That was 12%, 2% PIK. Our blended rate, should we’ve done the one-stop, was about 10.5%. So – and it would have been at similar leverage levels. They blend cheaper. The private equity firm has three choices. They could do the senior-only and put in more equity. They could do senior mezz and put in less equity. But when they are dealing with senior mezz, they have an inter-creditor, they have multi-party transaction, they have more sets of diligences. And when they have an issue, which – look, firms – companies have issues. They have to deal with multiple lenders who may have different objectives. And – or they can deal with one trusted partner. And we found, and I think other very good friends like Ares have found, that the one-stop transaction gets between 100 and 125 basis points higher than the senior mezz combination and is preferred by the equity sponsor. So that’s basically what our transactions are. Now you’re going to start seeing us do some senior-only.

Okay, great. Thanks a lot.

(Operator instructions) And we’ll move on to Jasper Burch with Macquarie.

Hey, good morning, everyone. Just starting off with – I noticed you had kind of a significant drop, like 90 basis points, in your reported portfolio yield. And that’s sort of the first drop that we have seen. I was just wondering what is driving that.

We’ve been telling everyone it’s going to drop, and for some reason – for many reasons, it hasn’t dropped in the previous quarters. What drove that was we’ve got refinanced out of some of the higher yielding second-lien securities like Goldco, which was a great transaction, and we are in it for three years. There actually was no seventh transaction I think. Or January of ’08 – and we’ve got refinanced out of TBA, also higher yielding security. And we’re rotating back into floating rate first-lien one-stop securities with 10 to – typically $10 million to $20 million EBITDA companies with very reputable private equity sponsors usually they fund three, four or five variance size from $200 million to $1.3 billion. So it’s a very different client. There’s no doubt that yields will start reverting towards the securities. And as you see the December originations, you will see the range of probably at the low-end 10% cash coupon, which should generate a 13, 14 IRR, maybe 12, 13, and you’ll see on the higher end we may do some stuff with 13% cash coupon that will generate 16% IRR. But in general, those are the types of loan ranges that we’re looking at.

Great. That’s helpful. And then moving on, looking at your distributable income, I mean, you guys still have a shortfall to the dividend of about – this quarter it was about $7 million, your distributable income versus what you are paying in the dividend next quarter. I was just wondering, and I understand you can't give guidance and it takes time to lever up your balance sheet, but I mean what is your outlook on sort of earning up to that dividend? Do you think you have to get more debt capacity as a company or do you think that you can do it just organically with what you have now?

We actually mix the two. Right? You mix this earnings and distributable income. From a distributable income standpoint, we’re only going to talk about the percentage once a year, which is actually this time. It’s on this call. And on the next year’s call, we’ll talk about it again. Because it’s a September test, it’s a September 30th year-end test of how much, what percentage is your income, and you know BDCs distribute. And we’ve told you we’re going to distribute 90% to 100% of our distributable income per year. And we actually distributed, I think, 91% or 92% of our distributable income as of September 30. So maybe we should put that into our comments. I’m sorry we didn’t, but it’s (inaudible). But that’s what the number was. So we do have some carryover and to support the dividend in the future. Now having said that, the beauty of monthly dividends is for excise tax purposes because carryover income has to pay excess tax. Because it’s a monthly dividend, the January dividend counts backwards for tax purposes so that our – you may not see us pay in our side tax. And that’s because the first monthly dividend of next year actually comes towards 2010. Several distributions. So if I knew that, it was monthly long time ago to avoid excess tax because why pay excess tax if you don’t have to. Going forward, the Board of Directors takes a look at and we give them a pretty detailed model of where we expect distributable income to be. Having said that, a separate issue is earnings, earning your dividend, because dividend is paid off distributable income, but nobody seems to care that much about distributable income, people care about earnings. I totally understand that today, and we are focused. As I said, my goal is to earn our dividend, which means to try and get to that level. What if it takes to get that level? It takes utilizing our existing credit lines. It takes vesting in the FSBA leverage and it takes managing our company to a default rate that we have expected. And in addition, we should get some normalization of velocity, which means we should get some refinancing because they do help our earnings. Should we achieve that, which I think is a doable goal, otherwise I won’t be stating it on this call, then we will earn our dividend next year. It doesn’t mean we’re earning it each quarter, it doesn’t mean one quarter is not going to be higher than another. It’s different – different things happen. But overall, that’s our goal for calendar 2011.

Okay. So I mean looking at distributed paying 90% to 95% of distributable income as dividend, you have like $4 million undistributed income carry-forward. So if we look at it that way, I mean, can we – is that fair to back into – I am just getting about $65 million of distributable income just looking at the $0.32 a share quarterly run rate minus out the $0.04 and then I guess you would be earning more than that since you're not going to be distributing it all? I mean, if you are saying you are distributing 90% to 95% of distributable income, can we look at – can we look at your dividend as to sort of gauge where that is going or is that too far to go?

I think if – we do work through the exact numbers off the call with Bill and with Steve. But to sort of reiterate where I was saying since there seems to be continued. The Board and I agree now that the dividend stays at $0.1066 or thereabouts until we earn it. And that’s what we projected. That’s what the Board signed up for, unless there is an extraneous event or something obviously. But that’s our goal. We know we have to get earnings to the dividend level, not distributable income. Distributable income is in excess of the dividend level. We focus on it. And obviously it’s an access because we’re going to have some carryover year-over-year. And if we have a really big December, the points upfront will come into distributable income, which then gets carried forward. So that extra distributable income also, that actually supports the dividend into the 90% to 100% payout ratio. The earnings, which are different – remember we have $11 million which we’re going to earn at some point, which sits on – is that still on the balance sheet, Bill?

Yes.

Since I got the other one wrong. The $11 million will come in earnings. And so that would be part of the factor in terms of earnings matching your dividend. We’ve just been very conservative on our approach, and I don’t know if that was the right thing to do to tell you honestly. Lot of the BDCs are more aggressive in the way they calculate earnings where they could serve it in the way we calculate earnings, but it is what it is. We are continuing with the accounting policies that we set up.

Okay. Well, that's helpful and thank you for the guidance, and I will just follow up later I guess.

Thanks.

(Operator instructions) And now we’ll take a follow-up from Troy Ward.

Hey, thanks. Len, you made a comment a few minutes ago in answering a question after you were talking about the one-stop and the mezz and the senior that we may see more senior-only going forward. Can you provide a little color on that statement? I mean, how do you look at there today and the margin that you are able to earn on that product today and how much you expect to do?

So when – that's – I didn’t really want to address on this call. I definitely will address it on the next earnings call. But as I’ve talked about pretty generally, the goal was, as Chad came from Freeport, which was an after-management firm of $1.6 billion of assets, which was very successful and continues to generate good returns, that we wanted to recreate that at some point to have another pocket to benefit our private equity sponsors. And in order to do that, you would have to see that product at least the equity of that product with some senior securities. This is safer maybe than B-rate, had been better rated. Small amounts of senior and we’re working – we've been working on that product or working with a number of banks on the product and we’re hopeful that at some point next year we’ll actually have it. So when I heard us doing some senior-only, that’s what I mean. The small part of the – very small part of the portfolio. The vast majority is first-lien one-stop with an average of about. Right now, the average is coming out at about 11% cash coupon.

Okay, great. Thanks, Len.

And we have no further questions at this time.

Thanks very much for attending, and we look forward to reporting – I actually look forward to reporting those results to you on February 3.

And this does conclude our conference call today. We’d like to thank you for your participation.