Good day, ladies and gentlemen, and welcome to the First Quarter 2012 Fifth Street Finance Corp. Earnings Conference Call. My name is Carol and I will be your coordinator for today. [Operator instructions] As a reminder, ladies and gentlemen, this conference is being recorded for replay purposes. I would now like to turn the presentation over to Ms. Stacey Thorne, Director of Investor Relations. Ma'am?

Good morning, and welcome, everyone. My name is Stacey Thorne, and I'm the Head of Investor Relations for Fifth Street Finance Corp. This conference call is to discuss Fifth Street Finance Corp's first fiscal quarter ended December 31, 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 January 4, 2012, 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 going into our earnings portion of the call, I would like to call your attention to the customary Safe Harbor disclosure in our January 4, 2012, 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'll open the line for Q&A. I will now turn the call over to our CEO, Len Tannenbaum.

Thank you, Stacey. Welcome to the 2012 lending environment. Unless Republicans win the Presidency and control both chambers of Congress, we believe taxes will increase next year. As the odds change on the outcome of the election during the year, we expect it to have a substantial effect on M&A activity. As the tax increase that will occur next year from the expiration of the Bush tax cuts coupled with the extra tax from ObamaCare may incentivize owners of businesses to accelerate any sales plans they have in the next few years for 2012. The supply and demand equations will be further complicated by the exploration of the reinvestment period on many middle market CLOs and the refinancing wall of CLOs that is approaching. We are also seeing the beginnings of BASEL III taking effect as the big U.S. banks begin to reduce lending in cooperation for the adherence to the these standards. Lastly we believe the massive deleveraging of Europe and the need to raise hundreds of billions of dollars in equity to support the fragile banking system there will also contribute to the reduction in worldwide liquidity. So what is the offset to these amounts? Quantitative easing of course. QE is the new fad, as we even saw this morning, as Europe increased their QE by $50 billion this morning. And we expect that everyone may participate in the party. How this offsets and drives capital flows, however, is very hard to predict. What we can do at Fifth Street is to optimize the results for our shareholders, is to pay very close attention to what our lending partners are doing, what we are seeing in the market and, like in the years past, make sure that we have the capacity and deal flow to quickly adjust to…

Thanks, Len. With respect to our lending facilities, we have not made any changes since our November 30, 2011 earnings call. And I can report that we are working on an amendment and extension of our $230 million ING-led credit facility, and we expect to have a definitive announcement on this in the next few weeks. We also hope to extend and increase our $100 million Wells Fargo credit facility during the first half of this year and we have had preliminary discussions with Wells Fargo on that topic. We expect to provide more detail by our next earnings call. We are excited to have begun ramping the $200 million credit facility we closed with Sumitomo Mitsui Banking Corporation last year. As Len mentioned, we are exploring options to move our subsidiary, which is Sumitomo's borrower, off of our balance sheet. If we are able to do that, we believe that it will be accretive to shareholders while gaining additional flexibility under the 200% asset coverage test. This is a project which is in the early stages, but we are working diligently to evaluate our options, and we will keep you posted on our progress over the course of the year. We have no update on our application for a second SBIC license, except to report that we remain optimistic we will receive a second license in the near future. I'm now going to turn it over to our CFO, Alex Frank.

Thanks, Bernie. We ended the 2011 calendar year in a strong financial position with total assets of $1.2 billion, an increase of $420 million or 53% over the previous calendar year end, reflecting robust growth in net new originations and the strength of our business platform. Investments were $1.1 billion at fair value and we had available cash on hand of $70 million. We also completed a follow-on equity offering in late January 2012, which raised over a $100 million of new equity and further increased our financial strength and flexibility. At a net price of $10.07 per share representing a net discount of 4.6%, we achieved the tightest spread for the offering of any of our previous equity issuances. We thank our lead underwriters in the transaction, Credit Suisse and RBC, for the great job they did in helping us to achieve a very positive outcome for our shareholders. The issuance was done at a premium to NAV and was immediately accretive to book value per share. The proceeds of the offering have been used to reduce current debt outstanding and provide additional capacity to fund growth in our portfolio. Turning back to the 3 months ended December 31, 2011, total investment income was $39.5 million, including $33.5 million of interest income and $6 million of fee income. Payment-in-kind interest remained a low percentage of total income at $3.4 million for the quarter, declining to 9% of total investment income as compared to 12% for the year-ago period. Net investment income per share increased 11% to $0.29 for the quarter as compared to $0.26 in the same quarter of this previous year. The net realized and unrealized loss on our portfolio investments for the 3 months ended December 31, 2011, was $10.8 million. This represents a change of less…

Thank you, Alex. Before we open the lines for Q&A, I would like to remind everyone that for the month that Fifth Street doesn't report quarterly earnings, we generally release a newsletter. If you want to be added to our mailing list and receive them directly, please either call me at 914-286-6811 or send a request e-mail to ir@fifthstreetfinance.com. Thank you for participating on the call today. Carol, can you open the line for Q&A?

[Operator instructions] Your first question comes from the line of Joel Houck of Wells Fargo.

Stacey, Alex and Len, I guess the first question on the recent equity raise, again we appreciate you guys in not raising below NAV, I think investors like that. I am wondering, you raised above NAV, yet you had quite a bit of cash in the balance sheet as well as meaningful debt capacity. Can you talk about the tradeoff between further leveraging the balance sheet versus raising more equity early this year and de-levering? Are you -- is that a function of the volatility and wanting to have more dry powder. Is it how much of that is driven by your expectations M&A activity will pick up this year? Just interested in your thoughts around that.

Yes, the $70 million that we had on our balance sheet was just due to a timing issue at the end of the year. At the time of the equity raise, we didn't have any cash in our balance -- very little cash on our balance sheet. If anything, we were very well drawn on our credit lines, which of course our credit providers like a great deal. Even today, after the $100 million paid down, what was almost all used to pay down our lines. We are still substantially drawn on both our Wells Fargo line and our ING line. And we appreciate that for the first time that this is the first time that was able to be happen -- was able to happen and our new financial flexibility, given our size, allowed us to much more accretively do these equity offerings than in the past.

Okay. The switching gears on the Sumitomo facility there has been a, I don't know if you'd call it an SEC crackdown, but the SEC has taken...

Very hard stance.

Yes, hard stance. What's your view kind of, I know you can't talk specifically about the discussions of the SEC, but what gives you the comfort level that you would be able to continue this kind of de-consolidate that facility?

So we own half -- right now it is consolidated, it's not de-consolidated. We're exploring ways to do that in conjunction with the SEC's 5-point test that they've outlined. And we are very carefully going through with them what makes de-consolidated entity and probably will err on the side of conservatism, if anything. You shouldn't expect us to do something like a total return swap to try to make something off balance sheet. We were very careful with previewing with the SEC all of our intentions. However, I think as Bernie indicated in his remarks, this is not a near-term event. This is a event that may take all year, but it is something that works fine.

Okay. So I guess we'll get more updates as the year goes on. Lastly, on the lowering of your management fee hurdle rate, can you talk to what are you going to justify from shareholders to approve that measure as it seems to benefit the manager, where is the benefit for the BDC shareholder?

Alex?

I'll take that. Sure. So yes we've asked our shareholders to approve an amendment to our investment agreement that would lower the hurdle rate for purposes of determining whether our investment advisor is entitled to any income incentive fee. And although the change from 8% to 7% would not have had any impact historically on the amount of income incentive fee earned by our investment advisor. And in fact we don't expect it will have any impact in the foreseeable future. We do believe the change is appropriate. Where market conditions warrant, the change will continue to incent our advisor to invest in senior assets with lower absolute but potentially higher risk-adjusted returns. That's a strategy that's been very successful for us over the past few years. In addition, because many of our BDC competitors pay incentive fees based on a 7% hurdle rate, the change ensures that our advisor will continue to compete successfully in the industry.

So just to be clear, the argument for shareholders is it allows you to do more safer senior secured loans in that -- with a lower hurdle rate, is that correct?

I don't know that allows, we are currently able to do -- it allows us a maximum of shift from one side to the other side, which is, I think, we've done very well for our shareholders over time. And if you look at almost every peer, their hurdle rate is 7 and/or an Ares' recent shareholder approval is also 7. And we want to make sure that we are matching at least on a competitive basis with our peers.

Okay. So part of the argument is that you'd be at a competitive disadvantage, which would hurt your ability to hire and retain key people?

I don't know that we said that. I think what we're finding some good people and we are retaining key people. It just allows us the flexibility of asset classes, which all of our competitors have and we want to make sure we have the same flexibility that they have.

Gentlemen, your next question comes from Mickey Schleien of Ladenburg.

I wanted to understand a little bit of what drove the almost $17 million realized loss. I see on the cash flow statement a sale of almost $12 million of investments, I haven't had a chance to go through the schedule of investments, so I don't know which companies you sold and what's driving that, if you could provide some color, I'd appreciate it?

Absolutely. I am personally and the team is very disappointed in a legal outcome where our Premier Trailer was a deal that we did in 2007 I thought, right at the end of 2007, Bernie?

2007.

Yes, it's another one of these 2007 deals, and the company had turned around its operations substantially, and the bankruptcy judge rules contrary to what our lawyers thought and contrary to anybody in our team thought that we got zero as a recovery. And unfortunately it was a very bad outcome for our shareholders. They already had the deal marked down to $4 million or $3 million. So it wasn't...

Zero. A 930, actually it's realized to zero.

At 930 we marked it to zero, but even given -- so it wasn't an NAV hit, but it certainly was a realized loss once the bankruptcy judge decided that we got zero for our investment. So it's a huge disappointment and the team is not very happy about it.

Fair enough. My other question is, there was a -- at least in percentage basis, a pretty large increase in administrator expense from the previous quarter. Can you tell us what was going on there? It went from $559,000 to $816,000.

Yes. I mean, we increased the size of our platform. So it was really just associated with the compensation associated with adding new people for our expanded platform.

So this sort of $800,000 level is reasonable on a go-forward basis?

I think we're pretty right sized for where we are today, but with opportunities going forward, it's probably something of a step function that we talked about in the past where we've got the old teams and a great platform in place. And we're pretty comfortable with our current ability to underwrite for the capacity that we have.

I expect the G&A build that we just saw will be steady, and we'll be able to leverage the G&A over the next year. We don't anticipate that many new hires in the administrator.

Right.

That's reimbursed by the BDC.

Lastly, Len can you give us an idea on a pro forma basis what NAV, at least in a ballpark, might have looked like at the end of January given the rebound in the markets and your equity offering?

As you well know, there is no way I'm going to give a ballpark, but I will give a direction, there is no -- we did see a tightening, we will see if it holds up, by the way, by March 31. There definitely has been a tightening. We expect the market yield approach at least that part of the valuation process to be a positive effect on NAV in this quarter should the market tightening hold to the level it is right now.

Gentlemen, your next question comes from the line of Dixon Braden of Morgan Keegan.

Actually it's Robert Dodd. Just a question on your floating rate exposure in the floors. I mean it looks to me like the relative amount of low floor loans that you have, like below 2, seems to have stabilized a little bit over 50%. Are you happy right now with, obviously, your floating rate proportion I think happy with that in terms of the structure of where your floors are in that portfolio? Can we expect the average floor to go down, be stable, is it going to rise? Any color you can give us there would be helpful.

I've got to say, I met for dinner with Jeremy Siegel a couple of days ago. And he actually thinks that the Fed won't keep down until the end of 2014. I've been thinking that the Fed -- there is a lot of liquidity sloshing around in the system, and I can't believe that interest rates are going to stay that low for that long. So we are very cognizant of making sure that when interest rates rise we're, at worst, neutrally affected, and at best, we'll make a little bit more money. So, I think floors are staying right around the 1.5 when it could be 1.75 level, and that's pretty stable in the industry standard right now at about 1.5%.

Okay. Thank you and just looking into, and I know it's very early days to be talking about any this increase in M&A activity, but I mean how do you expect the quality of those opportunities to shake out? Are you going to see a large pool come to the market of deals that you might not be chomping at the bit to do or do you expect that this increase to really be high-quality opportunities?

Well I think the increase towards the end of the year will have all sorts of opportunity. High quality, low quality, middle quality. The advantage of our size right now, and this is not an advantage we've enjoyed for a very long time, only for the past year or so, is that we can go up market or down market depending on where we see the best risk adjusted returns. And I am still seeing the best risk -- I'm seeing the best risk adjusted returns right now in the upper middle market where I think a number of players are -- have exited in the market and/or the seniors are very hard to fill, while the mezzanines are very oversubscribed. And in order to get the mezzanine you have to have a facility like Sumitomo to be able to put the senior at a cost effective -- a good cost adjusted basis where you're getting the right leverage level for that type of risk, a very low risk. And we closed the deal yesterday, that's very -- that basically is along the lines of what I just told you where we took a senior piece and we got a very oversubscribed mezz piece that had really good yields in the upper-middle market. So we are definitely seeing deals, high quality deals, large companies, come to market.

Gentlemen your next question comes from the line of Greg Mason of Stifel, Nicolaus.

Len you've had the opportunity the last couple of quarters to buyback a little bit of your converts at discounts and that's added about $0.02 each quarter. What is -- is there still any opportunity there in generating some income earnings from that?

I think our convertible bonds traded up probably since I announced I started buying them back. And in addition, obviously, we're continuing to execute on our plan. And I don't think that there is that much opportunity at today's pricing, which I think is around $92, $93. If it should drop, we are happy to take advantage of any time we could take advantage of buying back our debt at a significant discount, creating a risk-free return to our shareholders we should be doing that.

Okay. And then you mentioned something about an expanded platform that could generate $1 million of fee income, is that the syndication desk or what were you referencing there in that comment?

That's right. That's a syndication desk, and as you know we started that effort early last year. And this thing does not happen overnight, it takes time to build the reputation with the strong syndicate partners such as Jefferies and Credit Suisse and others that take these deals and syndicate them down to the middle market. And you have to build that relationship with their capital markets desk, you have to build that relationship with the agents, and often we are an agent in many of these transactions, and we are one of actually the most prolific agents out there in the middle market. So that all takes time, and I think for the first time I've ever put a number out there of over $1 million, I feel confident that the capital markets desk through our syndication revenue, through us taking down large deals and syndicating it down to team members, will generate over $1 million. And in the next couple of days we'll announce a small deal that is representative of the power of our capital markets desk.

Okay, great. And then you mentioned, I think, Rail acquisition went on to PIK non-accrual this quarter. As I look at it, it looks to me like that's valued at, call it, $0.25 on the dollar. What's the risk that we see that go on full non-accrual ,and what's the story with that investment?

So the Rail acquisition, I think, was split this quarter, right?

Correct.

Correct.

So if there is 2 securities that were split on the balance sheet, let's just go through them so a diligent analyst like you can follow through on the small details as you always have. Both Rail and Traffic control have 2 different securities. For example, the one Rail security is an asset backed bankruptcy -- it's an SPB isn't it?

Asset-backed revolver.

It's an asset-backed revolver, a security against receivables and inventory and the receivables from name-brand firms and at a discount of course to the value of the receivables in the inventory. And that's carefully monitored and drawn each day, that is not going to be impaired in our current expectation. In fact, we believe we can liquidate that and recover at or more than the value of that -- of what we've loaned. The other security is -- has been impaired too dramatically for us not to put it on PIK non-accrual. And certainly could go further on non-accrual. How much cash is in that? Net zero, right?

It should be -- all the cash is deferred so we treat it as PIK, and we have not accrued all that.

So even though you see that on PIK non-accrual, it's fully on non-accrual?

Correct.

So I'm glad you asked that question. And so that we are currently not receiving any income from that second security, and we think that's the best treatment both because we don't want to charge an incentive fee if we don't believe we can collect the money in the future, and we want to make sure our earnings quality remains high. Traffic control, though I'll point out also, is a split between the asset-backed first lien, which we fully feel that we could liquidate in the first lien and receive 100 cents on the dollar, and the second lien, which we believe is impaired, and we've significantly impaired it this quarter, I think to $0.55 on the dollar.

$0.55.

We also expect traffic control to go through a restructuring, and at least that's what we're hearing. And we believe the restructuring will be a positive for the company as it was for Nicos when that went through restructuring and we merged it with Coll Materials and we are pleased with our progress there.

One last question, you talked in response to Joel's question, it sounds like you have actually closed a lot of deals post quarter end, at least commentary on your cash levels and leverage. Can you give us any color around what you've closed so far in January and early February?

No, actually I said in my comments I thought that was a pretty slow start to the quarter. I mean we did close some deals, we expect gross originations to be between $100 million, $300 million, at least that's our current view for the quarter, but we expect recycles to pick up substantially. And that should allow us to generate reasonable income in the quarter to continue to meet our target of at least $1.15, or our expectation of at least $1.15 in NII, which covers our dividend.

Gentlemen, your next question comes from the line of Casey Alexander of Gilford Securities.

Yes. My questions were answered. Thank you.

Thank you sir. Ladies and gentlemen this concludes your presentation for today. Thank you very much for your participation, and you may now disconnect your lines. Have a great day.