Good day, ladies and gentlemen, and welcome to the fourth quarter 2011 Fifth Street Finance Corp. Earnings Conference Call. My name is Ann and I will be your coordinator for today’s call. As a reminder, this conference is being recorded for replay purposes. At this time, all participants are in listen-only mode. (Operator Instructions) We will be facilitating a question-and-answer session following the presentation. I would now like to turn the presentation over to Stacey Thorne. Please proceed.

Good morning, and welcome everyone. My name is Stacey Thorne and I’m the Head of Investor Relations from Fifth Street Finance Corp. This conference call is to discuss Fifth Street Finance Corp’s fourth quarter and fiscal year ending September 30, 2011. I have with me this morning Leonard Tannenbaum, CEO; Bernard Berman, President; and Alex Frank, 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 12, 2011 press release and is posted on our website www.fifthstreetfinance.com. 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 would like to call your attention to our customary Safe Harbor disclosure in our October 12, 2011 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 could 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 our capital structure, and Alex will summarize the financials, and then we will open the line for Q&A. I will now turn the call over to our CEO, Leonard Tannenbaum.

Thank you, Stacey. This has been a year of rapidly changing debt markets. Pricing has fluctuated quickly from frappe to normal and back again during the entire year as elevated levels of market volatility have become the new normal operating environment. So far, we have been premature on our view of interest rates as the Federal Reserve seems determined to keep interest rates near zero. However, we do remain well position to realize an earnings benefit when interest rates eventually begin to rise. I will point out that having about 67% floating rate securities in our portfolio has had a temporary negative effect on our earnings per share as interest rates have not risen. Our investment grade rating and expanded lending capacity are beginning to pay dividends both in terms of our relationships with lenders, as well as the private equity community. Our rating of BBB minus allows us to lower our cost of capital still further and latter-out our liability structure. The increased size and flexibility in our financing vehicles also enables us to offer more complete solutions for our clients and senior only, one stop, second lien mezzanine and equity co-investments. We are proud to announce this quarter our partnership with Sumitomo Bank, Japan’s second largest bank by assets and one of the world’s largest and healthiest financial institutions. Sumitomo was originally investor in our second fund at January of 2005 and has served on the advisory board of that fund since then. We expect to continue to grow this valuable relationship overtime. LIBOR plus 225 seven year money now allows us to cost effectively originate senior middle market assets. Our fourth quarter, net investment income of $0.28 per share was in the middle of the range of previously issued guidance. Going forward, we expect our earnings power…

Thanks, Len. In September, we closed a new seven year $200 million credit facility with Sumitomo Mitsui Banking Corporation. The facility bears interest at a rate of LIBOR plus 225 basis points with no LIBOR floor. The new facility continues a longstanding partnership between Fifth Street and Sumitomo, which are an investor and an advisory board member of a private affiliated front. We look forward to continuing to grow our partnership with Sumitomo and to putting the facility to work. As we mentioned in our August earnings call, we also amended our ING-led credit facility during the quarter, reducing the interest rate to LIBOR plus 300 basis points with no LIBOR floor at all times while we were at least 35% drawn and LIBOR plus 325 basis points with no LIBOR floor at all other times. We want to thank all of our lending partners in this facility for their continued support and working with us to grow our business and reduce our cost of capital. We are currently working towards an amendment of our Wells Fargo credit facility, which will reduce the interest rate under that facility. We expect to have an announcement on this in the near future. During the quarter ended September 30, we repurchased convertible notes with a face value of $17 million and in the month of October, we repurchased convertible notes with a face value of $10.5 million. Our total repurchases of $27.5 million at face value. All of the repurchases were completed at a discount to par value. We were very pleased with the opportunity to make these new purchases at a discount and to generate the resulting gains for our shareholders. We continue to make progress toward our second SBIC license and remain optimistic that we will receive a second license in the near future. Our first SBIC bonds have issued $150 million in debentures, which bear our weighted average coupon of 3.567% per annum, which rate is fixed for 10 years. I’m now going to turn over to our CFO, Alex Frank.

Thanks, Bernie. We ended the year in a strong financial position with total assets of $1.2 billion, an increase of $557.8 million over the past year, reflecting the growth in our business platform. Investments were $1.1 billion at fair value and we had available cash on hand of $68 million. Our sources of funding are well diversified by lender, maturity and type of instrument. We had $463 million in debt outstanding including $178 million of borrowings under our credit facilities, $150 million of SBA debentures, and $135 million of convertible notes. The weighted average maturity of our outstanding borrowings was over five years and the weighted average coupon on our leverage source is 3.4%. Total investment income for the three months ended September 30, 2011 was $37.7 million, including $32.7 million of interest income and $5 million of fee income. Payment-in-kind interest represented less than 10% of total investment income. After expenses, net investment income was $20 million. Net investment income per common share was $0.28 for the quarter consistent with our previous guidance range. Net unrealized depreciation on our portfolio investments for the three months ended September 30, 2011 was $42.2 million. This represented a decline of 4% in the overall value of our investment portfolio. We experienced performance related write-downs in the portfolio and like others in our industry; valuations were adversely affected by the steep spike in market risk premiums that began with the U.S. debt ceiling stalemate in August and continued in September with fears around Euro’s own sovereign debt. The weighted average yield on our debt investments at September 30, 2011 was 12.4% versus 12.6% in the prior quarter while the cash component of the yield was a relatively constant 11.1%. The average size of our portfolio investment was $20.4 million. We originated $172.5 million…

Thank you, Alex. Before, I open the line for Q&A. I’d like to remind everyone that for the month that Fifth Street is not report quarterly earnings, we generally release a newsletter. If you want to be added to the newsletter list, to receive the communications directly, please either call me at 914-286-6811 or send an e-mail request to ir@fifthstreetfinance.com. Thank you for participating on the call today. And please open the line for questions.

Thank you. (Operator Instructions) And our first question comes from the line of Greg Mason with Stifel Nicolaus. Please proceed.

Great. Good morning. Len, I wanted to dive into your liquidity a little bit, first I applaud you for not wanting to raise stock your below book, but as we look at your capacity you’ve got $530 million of capacity in your credit facilities, you borrowed 178, so you’ve got about $350 million left. Based on your current equity base how much of that $530 million of total capacity do you think you can use today, kind of what you view as your liquidity availability today?

I think our liquidity availability is certainly less than that total amount. It’s probably closer to $200 million. But I’d add that we’re seeing increased velocity in the portfolio. So as we get back deals, before the good thing, good news also is that we’re putting out new deals at a rate either equal to or better than the deals we are getting back. So a number of deals have amortized down their APs as they’re trading it two times debt to EBITDA and they can go now for neck back financing at sub 8% and that’s great. I mean we have equity in some of those deals so we route for our equity sponsors. And we’re happy to be taken out. At the same time we are able to put back out those deals between 10.5%, and 11% so and those that additional capital should provide additional liquidity for us to invest.

Okay. And then in the Q you highlight your unfunded commitments of $110 million obviously some of those are determinate by reaching milestones or certain events happening how much of that unfunded commitment do you feel like you need to keep capacity for, of the 110?

Some of it is simply overseas and oversea capacity kind of we just lifted all as unfunded commitments. In prior history of looking over the last two or three years it’s very rare that most of it gets strong. I think we have about $20 million to $30 million reserved against that that will just keep liquidity at all times. But most of these are unfunded revolvers that backed up by overseas that we’re backing up.

Okay great. And then of the $67 million of cash you have on hand what do you view as your cash needs for working capital on a kind of a long-term basis?

I think you’re looking at a snapshot of cash at the end of that quarter. We don’t normally keep $68 million of cash on hand. But on any given day, we may have more or less cash depending on when deals are getting funded. In fact, if the deal doesn’t get funded on time, we may carry cash balance for a period of time. But we charge our equity sponsor whatever our cost of capital for that draw is, so that comes back into income and offsets the interest expense.

Okay. Great. And then one last question and I’ll hop back in the queue. Rail Acquisition Corp. got marked down this quarter. I think it’s marked at like $0.25 on the dollar. Just looking in BDC land historically, we typically see these loans go on non-accrual or get sold for losses losing that earnings power. Can you talk about that investment and the risk that that goes on non-accrual in the near-term given where it’s marked?

We have it on PIK non-accrual role or we will have it on PIK non-accrual. That’s a very good question. We are collecting cash from Rail. We are secured against assets, receivables and inventory. We took over restructuring the control of the assets from CIT, because we found it necessary to control the company especially in the states distress. I think this quarter we definitely took the conservative approach regarding most of our securities, and I’ll bring up unfortunately we lost our money in Premier Trailer. I mean, we thought we would have a recovery and the bankruptcy judge decided unbelievably against us and it’s now zero and gone. I mean this is a 2007 early asset, so I think this was a quarter of which any of our distressed securities got marked down quite a bit.

Okay. Great. Thanks, Len.

And our next question comes from the line of Dean Choksi with UBS. Please proceed.

Good morning. Len, in your comments, I think I heard you mentioned that you’re seeing value in the lower and middle market several months I guess, the market participation were saying that the lower middle market wasn’t attractive, are you seeing more opportunities there and could you kind of talk about the pipeline you’re seeing going forward?

Yeah. I would have thought when maybe a month or two ago when I was on the road that we were out, we’re actually out of the lower middle market and all of the sudden we’re seeing lower middle market deals personally in one stops to come right back. And we’re getting yields of about 12% or 12.5%, two and half times deep, three times deep in small deals. And I think as long as you have control and you stay rightly levered in these smaller deals and you’re working with good equity sponsors. It could really create some value. Having said that, while we see volumes at lower middle market these are very small deals. So the predominance of dollars that we’re investing is still in the middle and upper middle market just because the dollars are just so much bigger there.

Thanks. And can you talk about what happen at occurrence in the quarter?

Occurrence is – has been a distress security, okay. So we’re still working believe it or not 2007 small securities maybe it’s early 2008, January, February, and occurrence is just been in and out of restructuring for years. And we finally decided, the equity sponsor doesn’t have capital to invest in this. The fund is not doing well and we decided it’s just time to exist. Occurrence has the sale on the table for $4 million or $3.5 million net to us. It’s a terrible recovery, but we would like to get our cash back and redeploy it in the healthier asset. So, we marked it right to where we have the letter for the sale of the company, and the sale process is so far moving forward. So the valuation committee marked it to the best valuation you can have, which is a third party sale for the company.

What are schedule like 2012 maturities and how does that overlay with I guess unamortized fee income and exit fees?

Very few securities from what I recall are maturing in 2012. But some of that maturing, starting in 2013. And equity sponsors typically finance things not simple all the way to maturity. You know the healthier companies where you could see 98% of our portfolio is healthy, get refinanced earlier. But the way our loans are structured is typically have the Term A and the Term B, and the Term A amortizes, the Term B is a bullet. And if the Term A amortizes, if the company is at or greater than the EBITDA, which we underwrote its constantly de-levering. As it delevers to a point, we have a choice, we use some custom rated loans where we get repaid. And what we are finding is that in number of loans we are getting repaid, but we have prepayment penalties and exit fees and equity and other positive items for the shareholders, and that’s okay with some – go ahead repay us. Especially, because we don’t plan on raising capital below book, we’re going to recycle our capital that we have, which should generate some good earns.

Thank you.

And our next question comes from the line of Jason Arnold with RBC Capital Markets. Please proceed.

Hi, good morning, guys. Leonard, I just wondering, if you could give us an update on the 75% senior, 25% junior portfolio target, as we get kind of closer to those levels. Specifically, may be what the terms and pricing you’re kind of witnessing in both segments it’s kind of what would make you a shift focus or if you’d just like to stick with that mix for now?

Well, that’s our targeted mix for the past year, year and half and we’ve got the target about six months ago today. Obviously it doesn’t stick exactly at 75-25. I think today it’s 78% or something first lien, and 22% second lien, so maybe you’ll see a little bit of a shift, but I think that’s the right mix for our portfolio. But every BDC has a different target and different portfolio and different desire for risk and I think this is our, after being published since 2008, this is our desire for risk in the portfolio. And this reflects a strong number that we can still generate good earnings power and as I said in my comments, our weighted average yield should stay steady right around the 12.25% area.

Okay. And then just in terms of pricing in each segment mix wise 12% like you mentioned seems like what you’re saying about maybe just between the two categories, could you give us a little more color there?

Sure. I mean secondly in the mess typically is 14ish percent money and first lien one stops are 10.5% to 11%. And first lien senior only’s are 8%, so it just depends on where you are.

Okay. And then just one quick follow-up. It seems like the rationale behind the convert repurchase was that it was a great opportunistic buy, but just curious if you could comment a little bit further on the repurchases and if you’d expect a buyback more bonds assuming they’re still cheap?

The bonds are cheap enough. We like to buy them back. First of all, the typical, I learned a little bit about the convertible bond market after we did offer, look it was our first convertible bond offering. First thing I learned is many of the bond holders take a decent size short position called delta hedging out their position. And we effectively by buying back the convertible sets by two things. One, it lowers our debt cost of capital, especially if we buy the discount. Two, it forces, not forces, but I mean they recover their short positions as we buyback the convertibles. So we think it’s a good use of capital and its switching debt-for-debt anyway. We don’t have any extra credit, having convertible debt or having the 3% revolver debt. So instead of five and 3.8, we get to pay 3%, that’s good and we get to make a gain for our shareholder on purchase of discount.

Can’t beat that, it makes sense. Okay. Thanks a lot.

And our next question comes from the line of Casey Alexander with Gilford Securities. Please proceed.

Thank you. My question was the convertible question, but one other question is, can you kind of parse out your unrealized losses for the quarter in terms of how much was performance related write-downs versus how much is market spread related adjustments?

Alex?

Yeah, it was – if you take out the effective premier which was something that was unexpected, but if you take the effect of that out, it was roughly split kind of evenly between the two. Although I should say there is no clear bright line because even in the valuation on unrealized basis, it’s some of the distressed investments. In some cases we’re looking at market risk premiums and companies, which were also affected by what happened. So that’s kind of the best. I can say is that it’s roughly even.

Okay. Great. Thank you. That’s my only question.

And our next question comes from the line of Joel Houck with Wells Fargo. Please proceed.

Hi, good morning. Just to clarify on real acquisition you said it was it is not on non-accrual at the end of September whether is going to be put on non-accrual?

We’re still collecting cash so cash doesn’t go on non-accrual, we’re still collecting cash on a monthly basis fund and security but we will not accrue PIK next quarter.

Okay.

We’ll not accrue any incentive fee on the PIK either.

All right, maybe I’m just not getting it but back on my bank regulatory days it seem to me like, if you have any doubt in collecting principle, which clearly do as market $0.25 how can you accrue interest even if they are paying that seems like it’s a some more aggressive relative to what investors who used to in companies that lend money?

Its current cash payments so any current cash that you collect is no chance that you are not going to have the cash because you get, you collect it. Therefore just the accounting rules are not to recognize that. I would say as you all know many of our – there are peers of ours that collect full PIK securities and they accrued into interest and maybe even put these things on PIK non-accrual marked down to the slow. So we are historically been very conservative and even for the example of Premium Trailer let me point out since we didn’t pointed out in our speech this is been on PIK non-accrual for two years. We have not collected anything into income and we have not collected any incentive fee on Premium Trailer for two years. And as you all know there is a number of securities that other BDCs have had on PIK only and large fully PIK securities that they collected not only even incentive fee but put into income. So we think we’ve always taken the conservative approach.

Okay. I understand now. That’s helpful. We talked about I mean it looks like a lot of the leases as we kind of digest the information in the Q, a lot of the credit related issues are related to kind of ‘07, ‘08 vintages that were in the IPO portfolio. Can you talk about fundamental differences whether it’s underwriting, structure, industry verticals that you guys have been doing the last year or two versus kind of that IPO portfolio?

I think almost all the problems, they are about done, which so they are still part of 1% of the problems left are in the 2007 and very early 2008. And the differences in the portfolio for one, these are much smaller deals with smaller equity sponsors some which have gone out of business. Two, these are almost all mezzanine loans, so small companies with mezzanine loans with small equity sponsors. Three, they immediately went through the down cycle, so they had no chance of amortization, with no chance the company actually outperform EBITDA, it went right to 2008 and that was just bit terrible timing. And unfortunately, fortunately the ones that survived through the crisis got refinanced because that’s, it’s coming up came up of maturity, and those that didn’t get refinanced what you’re seeing in the legacy portfolio. And we definitely took ahead, that’s why we have $60 million of NOLs. You saw us taking equity gain this quarter. And the good news for the shareholder is that there is no incentive fee on this equity gain, because we have plenty of losses to offset it and this could be no tax to the shareholders, because it’s a capital gain against plenty of capital loss carry forwards. And this was our first quarter of realizing significant equity gains. And we expect over the next year to realize other ones. But it takes longer time to get these equity gains and to get debt repayments.

Okay. I think it’s very important for people to understand that the difference in that IPO portfolio versus what you’ve been doing in that that’s good color. The last thing is just on the SBIC timing, can you give us a sense for when you might expect the second license?

Yes, we’ll find out somewhere in the near future, but we got green lighted, right Bernie.

We had green lighted approximately six months ago. We continue to have a good dialog with the SBA dealing with government agencies is always a little nebulous in terms of timing. But we are progressing. We are in constant communication. We’ve answered a few rounds of questions and we’re moving forward.

Let me just correct one thing I said actually, we did announce an equity gains but it was not in the September 30th quarter, it was in the current quarter. We received our first reasonably sized equity gains from the refinancing the positive refinancing of IDI and the equity gains was a 3X return on our equity.

All right, very good. Thanks for the answers guys.

And our next question comes from the line of Robert Dodd with Morgan Keegan. Please proceed.

Hi, guys. Len, can you give us a bit more color on how you’ve approached to the syndication market, it looks like you got a little bit more aggressive there recently obviously with the larger deal types there are more opportunity. Can you just give a bit color on how you’re approaching that the opportunity to harvest some syndication fees and then also on the origination color you give 100 to 300, is that gross on that syndications?

So, 1 to $300 million is gross per quarter and you are right, we started ramping up this indication effort about a year ago. It is just starting to bear fruit in terms of generating some, what they skimming commerce syndication fees. And we do expect that to grow overtime and we are working on that effort and that especially happens when deals exceed our whole size and grow positively. And then for example, one of our deals is a platform acquisition and we are not going to increase our whole size dramatically but we are, it’s a terrific company at the right rate and we will be able to sell down significant amount of the loan and generate some income on that.

Thanks.

(Operator Instructions) and our next question comes from the line of Mickey Schleien with Ladenburg. Please proceed.

Good morning, Len. I have three questions. My first is when you lowered the dividend or announced the lower dividend you indicated you were comfortable with the $1.16 consensus for fiscal year ‘12 are you still comfortable with that figure?

Absolutely. I mean look, in order to reset the dividend, we’ve listen to the comments from all of the analyst and the investor community. In fact, unfortunately we lost one of our favorite institutional investors over the fact that our dividend was in access of NII and I think may be a little bit thick headed at times, but I think it finally got through that our dividend have to be consistent with our net investment income. And the Board then asked for some very detailed models and backup in supporting where we think our net investment income is going to be not just 50/50 deal, but relatively conservative deal and the Board determine that $1.15 was the right number consistent with where the company believes the earnings can be. And fortunately actually analyst consensus was right on target at $1.16. Look we are not trying to get to the penny, right. It’s somewhere in that very close vicinity, but the $1.15 represents a number that we believe that we are going to earn.

Fair enough. Secondly, given Alex’s remarks on the split between regarding unrealized losses between credit deterioration and mark-to-market and the fact that the markets rebounded in the current quarter, can you give us a sense of how much NAV would recuperate at this point in time everything else remaining equal?

I think obviously it theoretically should lift NAV. We just went through this process and I don’t want to take the valuation committees, try to preamp them by telling you where number is going in advance. But sure if the indexes go up, that factor of valuation should contribute positively to valuations.

Okay. And lastly, you’ve been pretty, I don’t know if the word is pessimistic or you weren’t very optimistic let’s say on the outlook for the economy, but lately we’ve started to see some more positive numbers around the holiday sales and things of that nature. So overall, are you still pretty down beat on the economy, or are you becoming more optimistic?

I am surprised, I am positively surprised the resilience of this economy to what I think is some real big external shocks in the system, two what are big external shocks in the system, and I think as long as you have global liquidity as you saw today entering the market with consorted effort on part of lot of different countries to make sure that the European massive deleveraging is a relative smooth process. If that happens, I think the American economy wants the bounce and we are seeing that across our portfolio, 65 companies that EBITDA is doing pretty well, and these companies are performing. Me personally, I am still thinking that I am very cautious, so we are not taking any excess risk and we just have no desire to take excess risk.

Okay, thanks for your time this morning.

No problem.

And we have follow-up question from the line of Greg Mason with Stifel Nicolaus. Please proceed.

Great. Thank you. Len, could you talk about on your three credit facilities as well as ING and Sumitomo what types of are they set up where they would accept different types of investments or what are the advance rates on those three credit facilities, just how do you view those beyond just interest rate, how do you view utilizing those three facilities?

So there are three, that’s a great question. Three and the SBI was put that one – there is three, four different, very different facilities that all have different advance rates and different composition of assets with different requirements and different pricing. And what we have never had until now is all four facilities. So we’ve had senior-only loans at call it 8% that are in the one facility and that obviously would more be cost effectively levered in Sumitomo in 225. And by the same idea we have 13%, 14% loans that could be better levered in another vehicle. So as we reallocate over the next two years into the proper loans into the proper vehicles to achieve the best advance rate and the best cost of capital, you’ll see an earnings lift now. That’s going to take some time because it’s basically the amortization on these loans and as they come due and get refinanced that allows us to re-jigger what’s in what facility.

Okay. Great. And then can you give us some color on the fourth quarter, how does the origination pipeline look? Are investment yields changing since September 31st?

Since September 31st investment yields have gotten better. I think as you’ve seen, it may not happen for very much longer the business development companies have been shut out of the capital markets. You have not seen a lot of equity raises. I think the banks have shifted to their C&I exposure adequately, so you’re not seeing over-shift by the regional banks into C&I forcing yields down. At the same time, EBITDA remains steady or increasing so M&A activity is decent. And this is always the best seasonal quarter for M&A. So you’re seeing pretty good pricing out there for us. I mean, in some levels we’ve turned down deals because they said, we can get 8% pricing or 9% pricing and they’ve come back to us in the 10s. So that means that there is a demand for capital currently and this could change in weeks, but the current week exceeding the supply of capital.

All right, great. Thanks Len.

No problem.

Ladies and gentlemen, there being no further questions in the queue, this does conclude our question-and-answer session. We would like to thank you for your participation in today’s conference. This concludes the presentation and you may now disconnect. Have a good day.