Document
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-K/A
Amendment No. 1
(Mark One)
 
þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the fiscal year ended September 30, 2016
OR
 
¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 1-35999
Fifth Street Senior Floating Rate Corp.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
DELAWARE
(State or jurisdiction of
incorporation or organization)
 
61-1713295
(I.R.S. Employer
Identification No.)
 
 
 
777 West Putnam Avenue, 3rd Floor
Greenwich, CT
(Address of principal executive office)
 
06830
(Zip Code)
REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE:
(203) 681-3600
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class
 
Name of Each Exchange
on Which Registered
Common Stock, par value $0.01 per share
 
The NASDAQ Global Select Market
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨        No  þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨        No  þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods as the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ        No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨        No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer  ¨
 
Accelerated filer  þ
 
Non-accelerated filer  ¨
 
Smaller reporting company  ¨
 
 
 
 
(Do not check if a smaller reporting company)
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)    Yes  ¨        No  þ
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of March 31, 2016 is $211,431,851. The registrant had 29,466,768 shares of common stock outstanding as of December 23, 2016.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement relating to the registrant’s 2017 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days following the end of the Company’s fiscal year, are incorporated by reference in Part III of this Annual Report on Form 10-K as indicated herein.





EXPLANATORY NOTE

Fifth Street Senior Floating Rate Corp., a Delaware corporation, or together with its subsidiaries, where applicable, the Company, which may also be referred to as "we", "us" or "our", is filing this Amendment No. 1 (the “Amendment”) to our Annual Report on Form 10-K for the fiscal year ended September 30, 2016, which was filed with the Securities and Exchange Commission (the “SEC”) on December 13, 2016 (the “Form 10-K”), to provide stand-alone audited financial statements for our investment in an unconsolidated controlled portfolio company, FSFR Glick JV LLC (“FSFR Glick JV” or the "Fund”), as of September 30, 2016 and September 30, 2015 and for the fiscal year ended September 30, 2016 and for the period from April 21, 2015 (commencement of operations) through September 30, 2015 (Exhibit 99.1), in Part IV, Item 15.

We have determined that this unconsolidated controlled portfolio company has met the conditions of a significant subsidiary under Rule 1-02(w) of Regulation S-X for which we are required, pursuant to Rule 3-09 of Regulation S-X, to attach separate financial statements as exhibits to the Form 10-K. In accordance with Rule 3-09(b)(1), the separate financial statements of FSFR Glick JV are being filed as an amendment to the Form 10-K, within 90 days after the end of FSFR Glick JV’s fiscal year.

This Amendment also updates, amends and supplements Part IV, Item 15 of the Form 10-K to include the filing of new Exhibits 31.1, 31.2, 32.1 and 32.2, certifications of our Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a-14(a) and (b) of the Securities Exchange Act of 1934, as amended.

No other changes have been made to the Form 10-K. This Amendment does not reflect subsequent events that may have occurred after the original filing date of the Form 10-K or modify or update in any way disclosures made in the Form 10-K. Among other things, forward-looking statements made in the Form 10-K have not been revised to reflect events that occurred or facts that became known to us after filing of the Form 10-K, and such forward-looking statements should be read in their historical context. Furthermore, this Amendment should be read in conjunction with the Form 10-K and with our subsequent filings with the SEC.


PART IV

Item 15. Exhibits and Financial Statement Schedules
The following documents are filed or incorporated by reference as part of this Annual Report:

1. Financial Statements
 
Consolidated Statements of Assets and Liabilities as of September 30, 2016 and September 30, 2015
Consolidated Statements of Operations for the years ended September 30, 2016, 2015 and 2014
Consolidated Statements of Changes in Net Assets for the years ended September 30, 2016, 2015 and 2014
Consolidated Statements of Cash Flows for the years ended September 30, 2016, 2015 and 2014
Consolidated Schedule of Investments as of September 30, 2016
Consolidated Schedule of Investments as of September 30, 2015
Notes to Consolidated Financial Statements

2. Financial Statement Schedule
The following financial statement schedule is filed herewith:
 
Schedule 12-14 — Investments in and advances to affiliates

3. Exhibits required to be filed by Item 601 of Regulation S-K
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:





3.1
Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit a filed with the Registrant’s Registration Statement on Form N-2 (File No. 333-188904) filed on July 8, 2013).
3.2
Bylaws of the Registrant (Incorporated by reference to Exhibit 3.1 filed with the Registrant’s Current Report on Form 8-K (File No. 814-01013) filed on September 9, 2016).
4.1
Form of Common Stock Certificate (Incorporated by reference to Exhibit d filed with the Registrant’s Registration Statement on Form N-2 (File No. 333-188904) filed on July 8, 2013).
4.2
Indenture among FS Senior Funding Ltd., as issuer, FS Senior Funding CLO LLC, as co-issuer, and Wells Fargo Bank, National Association, as trustee, dated as of May 28, 2015 (Incorporated by reference to Exhibit 4.1 filed with the Registrant’s Current Report on Form 8-K (File No. 814-01013) filed on June 3, 2015).
10.1
Dividend Reinvestment Plan (Incorporated by reference to Exhibit e filed with the Registrant’s Registration Statement on Form N-2 (File No. 333-188904) filed on July 8, 2013).
10.2
Investment Advisory Agreement by and between Registrant and Fifth Street Management LLC (Incorporated by reference to Exhibit g filed with the Registrant’s Registration Statement on Form N-2 (File No. 333-188904) filed on July 8, 2013).
10.3
Form of Custody Agreement (Incorporated by reference to Exhibit j filed with the Registrant’s Registration Statement on Form N-2 (File No. 333-188904) filed on July 8, 2013).
10.4
Administration Agreement by and between Registrant and FSC, Inc. (Incorporated by reference to Exhibit k.1 filed with the Registrant’s Registration Statement on Form N-2 (File No. 333-188904) filed on July 8, 2013).
10.5
License Agreement by and between Registrant and Fifth Street Capital LLC (Incorporated by reference to Exhibit k.2 filed with the Registrant’s Registration Statement on Form N-2 (File No. 333-188904) filed on July 8, 2013).
10.6
Amended and Restated Credit Agreement by and among the lenders referred to therein, FS Senior Funding LLC, Natixis, New York Branch, and U.S. Bank National Association, dated as of October 16, 2014 (Incorporated by reference to Exhibit 10.1 filed with the Registrants Current Report on Form 8-k (File No. 814-01013) filed October 21, 2014).
10.7
Amended and Restated Loan Sale and Contribution Agreement by and between Registrant and FS Senior Funding LLC, dated as of October 16, 2014 (Incorporated by reference to Exhibit 10.2 filed with the Registrants Current Report on Form 8-k (File No. 814-01013) filed October 21, 2014).
10.8
Collateral Management Agreement by and between FS Senior Funding LLC and Registrant, dated as of November 1, 2013 (Incorporated by reference to Exhibit 10.3 filed with the Registrant’s Current Report on Form 8-K (File No. 814-01013) filed on November 7, 2013).
10.9
Amended and Restated Credit Agreement by and among the lenders referred to therein, FS Senior Funding LLC, Natixis, New York Branch, and U.S. Bank National Association, dated as of October 16, 2014 (Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Current Report on Form 8-K (File No. 814-01013) filed on October 21, 2014).
10.10
Amended and Restated Loan Sale and Contribution Agreement by and between Registrant and FS Senior Funding LLC, dated as of October 16, 2014 (Incorporated by reference to Exhibit 10.2 filed with the Registrant’s Current Report on Form 8-K (File No. 814-01013) filed on October 21, 2014).
10.11
Loan and Security Agreement by and among Registrant, FS Senior Funding II LLC, the lenders referred to therein, Citibank, N.A., and Wells Fargo Bank, National Association, dated as of January 15, 2015 (Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Current Report on Form 8-K (File No. 814-01013) filed on January 21, 2015).
10.12
Loan Sale Agreement by and between Registrant and FS Senior Funding II LLC, dated as of January 15, 2015 (Incorporated by reference to Exhibit 10.2 filed with the Registrant’s Current Report on Form 8-K (File No. 814-01013) filed on January 21, 2015).
10.13
Administration Agreement by and between Registrant and FSC CT LLC dated as of January 1, 2014 (Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Quarterly Report on Form 10-Q (File No. 814-010103) filed on February 9, 2015).
10.14
Amendment No. 3 to the Amended and Restated Credit Agreement by and among the lenders referred to therein, FS Senior Funding LLC, Natixis, New York Branch, and U.S. Bank National Association, dated as of May 4, 2015 (Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Quarterly Report on Form 10-Q (File No. 814-010103) filed on May 11, 2015).
10.15
Class A-R Note Purchase Agreement, by and among FS Senior Funding Ltd., as issuer, FS Senior Funding CLO LLC, as co-issuer, Natixis, New York Branch, as Class A-R Note Agent, and each of the Class A-R Noteholders parties thereto, dated as of May 28, 2015 (Incorporated by reference to Exhibit 10.1 filed with the Registrant’s Quarterly Report on Form 10-Q (File No. 814-010103) filed on August 10, 2015).
10.16
Master Transfer Agreement by and between Registrant, as the seller, and FS Senior Funding Ltd., as the buyer, dated as of May 28, 2015 (Incorporated by reference to Exhibit 10.2 filed with the Registrant’s Quarterly Report on Form 10-Q (File No. 814-010103) filed on August 10, 2015).



10.17
Collateral Management Agreement by and between FS Senior Funding Ltd., as issuer, and Registrant, as collateral manager, dated as of May 28, 2015 (Incorporated by reference to Exhibit 10.3 filed with the Registrant’s Quarterly Report on Form 10-Q (File No. 814-010103) filed on August 10, 2015).
10.18
Sub-Advisory Agreement between Registrant, as collateral manager, and Fifth Street Management LLC, as sub-advisor, dated as of May 28, 2015 (Incorporated by reference to Exhibit 10.4 filed with the Registrant’s Quarterly Report on Form 10-Q (File No. 814-010103) filed on August 10, 2015).
10.19
Loan and Security Agreement between East West Bank and Registrant, dated as of January 6, 2016 (Incorporated by reference to Exhibit 10.1 filed with Registrant’s Current Report on Form 8-K (File No. 814-01013) filed on January 12, 2016).
11.1
Computation of Per Share Earnings (included in the Notes to the Financial Statements contained in the Company’s Annual Report on Form 10-K (File No. 814-01013), for the year ended September 30, 2016, filed on December 13, 2016).
14.1
Joint Code of Ethics of Registrant and Fifth Street Finance Corp. (Incorporated by reference to Exhibit(r)(1) filed with Fifth Street Finance Corp.'s Registration Statement on Form N-2 (File No. 333-186101) filed on September 26, 2013).
14.2
Code of Ethics of Fifth Street Management LLC and Fifth Street CLO Management LLC (Incorporated by reference to Exhibit (r)(2) filed with Fifth Street Finance Corp.'s Registration Statement on Form N-2 (File No. 333-214129) filed on October 17, 2016).
31.1*
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2*
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32.1*
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
32.2*
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
99.1*
Audited Financial Statements of FSFR Glick JV LLC as of September 30, 2016 and 2015 and for the year ended September 30, 2016 and the period from April 21, 2015 (commencement of operations) through September 30, 2015.


*    Filed herewith.


















 





SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
 
FIFTH STREET SENIOR FLOATING RATE CORP.
 
 
By:
 
/s/    Ivelin M. Dimitrov
 
 
Ivelin M. Dimitrov
 
 
Chief Executive Officer
 
 
By:
 
/s/    Steven M. Noreika
 
 
Steven M. Noreika
 
 
Chief Financial Officer
Date: December 23, 2016
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
 
 
 
 
 
Signature
  
Title
 
Date
 
 
 
/s/    IVELIN M. DIMITROV        
  Ivelin M. Dimitrov
  
Chief Executive Officer
(principal executive officer)
 
December 23, 2016
 
 
 
/s/    STEVEN M. NOREIKA
Steven M. Noreika
  
Chief Financial Officer
(principal financial officer and
principal accounting officer)
 
December 23, 2016
 
 
 
/s/    TODD G. OWENS
Todd G. Owens
  
President
 
December 23, 2016
 
 
 
/s/    BERNARD D. BERMAN                 
Bernard D. Berman
  
Chairman
 
December 23, 2016
 
 
 
 
 
/s/    JAMES CASTRO-BLANCO                  
James Castro-Blanco
  
Director
 
December 23, 2016
 
 
 
 
 
/s/    RICHARD W. COHEN                  
Richard W. Cohen
  
Director
 
December 23, 2016
 
 
 
/s/    RICHARD P. DUTKIEWICZ
Richard P. Dutkiewicz
  
Director
 
December 23, 2016
 
 
 
/s/    JEFFREY R. KAY
Jeffrey R. Kay
  
Director
 
December 23, 2016
 
 
 
 
 
/s/    DOUGLAS F. RAY                                
Douglas F. Ray
 
Director
 
December 23, 2016


Exhibit


Exhibit 31.1

I, Ivelin M. Dimitrov, Chief Executive Officer of Fifth Street Senior Floating Rate Corp., certify that:
1. I have reviewed this annual report on Form 10-K/A for the year ended September 30, 2016 of Fifth Street Senior Floating Rate Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated this 23rd day of December, 2016.
 
 
 
 
By:
 
/s/    Ivelin M. Dimitrov
 
 
Ivelin M. Dimitrov
Chief Executive Officer



Exhibit


Exhibit 31.2

I, Steven M. Noreika, Chief Financial Officer of Fifth Street Senior Floating Rate Corp., certify that:

1. I have reviewed this annual report on Form 10-K/A for the year ended September 30, 2016 of Fifth Street Senior Floating Rate Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated this 23rd day of December, 2016.

 
 
 
 
By:
 
/s/    Steven M. Noreika
 
 
Steven M. Noreika
Chief Financial Officer



Exhibit


Exhibit 32.1
Certification of Chief Executive Officer
Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
In connection with the annual report on Form 10-K/A for the year ended September 30, 2016 (the “Report”) of Fifth Street Senior Floating Rate Corp. (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Ivelin M. Dimitrov, the Chief Executive Officer of the Registrant, hereby certify, to the best of my knowledge, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
 
 
/s/    Ivelin M. Dimitrov
Name:    Ivelin M. Dimitrov
 
Date: December 23, 2016



Exhibit


Exhibit 32.2
Certification of Chief Financial Officer
Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
In connection with the annual report on Form 10-K/A for the year ended September 30, 2016 (the “Report”) of Fifth Street Senior Floating Rate Corp . (the “Registrant”), as filed with the Securities and Exchange Commission on the date hereof, I, Steven M. Noreika, the Chief Financial Officer of the Registrant, hereby certify, to the best of my knowledge, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
 
 
/s/   Steven M. Noreika
Name:    Steven M. Noreika
 
Date: December 23, 2016



Exhibit

Exhibit 99.1
        






FSFR Glick JV LLC
(a limited liability company)

Consolidated Financial Statements
 
For the Fiscal Year Ended September 30, 2016 and the Period from April 21, 2015 (commencement of operations) through September 30, 2015




        


FSFR Glick JV LLC
Table of Contents



 
 
Page
Financial Statements:
 
 
 
 
 
 
 
 
 























        



Independent Auditor’s Report


To the Board of Directors of FSFR Glick JV LLC:

We have audited the accompanying consolidated financial statements of FSFR Glick JV LLC and its subsidiary (the Fund), which comprise the consolidated statement of assets, liabilities and members’ capital, including the consolidated schedule of investments, as of September 30, 2016 and September 30, 2015 and the related consolidated statement of operations, of changes in members’ capital and of cash flows for the year ended September 30, 2016 and the period from April 21, 2015 (commencement of operations) through September 30, 2015.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on the consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Fund’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of FSFR Glick JV LLC and its subsidiary at September 30, 2016 and September 30, 2015, and the results of their operations, changes in their members' capital and their cash flows for the year ended September 30, 2016 and the period from April 21, 2015 (commencement of operations) through September 30, 2015, in accordance with accounting principles generally accepted in the United States of America.


/s/ PricewaterhouseCoopers LLP

New York, New York
December 23, 2016







1

FSFR Glick JV LLC
Consolidated Statements of Assets, Liabilities and Members' Capital


 
September 30,
2016
 
September 30,
2015
 
ASSETS
 
 
 
 
Investments at fair value (cost September 30, 2016: $194,624,798; cost September 30, 2015: $184,900,371)
$
188,708,220

 
$
182,726,138

 
Receivable from secured financing arrangement at fair value (cost September 30, 2016: $4,985,500; cost September 30, 2015: $0)
4,985,425

 

 
Cash and cash equivalents
980,605

 
3,127,824

 
Restricted cash
3,343,303

 
2,188,133

 
Receivable from unsettled transactions
952,591

 

 
Interest receivable
322,768

 
135,410

 
Deferred financing costs
1,840,174

 
2,123,278

 
Other assets

 
4,375

Total assets
$
201,133,086

 
$
190,305,158

 
 
 
 
LIABILITIES AND MEMBERS' CAPITAL
 
 
 
Liabilities:
 
 
 
 
Accounts payable, accrued expenses and other liabilities
$
130,019

 
$
30,000

 
Interest payable
2,526,190

 
1,825,043

 
Distribution payable
1,464,579

 
835,000

 
Senior credit facility payable
124,615,636

 
122,380,636

 
Subordinated notes payable at fair value (proceeds September 30, 2016: $73,149,434; proceeds September 30, 2015: $60,680,682)
65,012,167

 
60,118,109

Total liabilities
193,748,591

 
185,188,788

Members’ capital
7,384,495

 
5,116,370

Total liabilities and members’ capital
$
201,133,086

 
$
190,305,158

























The accompanying notes are an integral part of these consolidated financial statements.

2

FSFR Glick JV LLC
Consolidated Statements of Operations


 
Year ended
September 30, 2016
 
Period from April 21, 2015 (commencement of operations) through September 30, 2015
Investment income:
 
 
 
 
Interest income
$
14,109,946

 
$
4,300,707

 
PIK interest income
33,170

 

 
Fee income
95,756

 

 
Total investment income
14,238,872

 
4,300,707

Expenses:
 
 
 
 
Interest expense
10,780,919

 
3,408,486

 
Professional fees
152,534

 
31,679

 
General and administrative expenses
54,833

 
20,227

 
Total expenses
10,988,286

 
3,460,392

Net investment income
3,250,586

 
840,315

Net realized and unrealized gains (losses):
 
 
 
 
Net unrealized depreciation on investments
(3,742,345
)
 
(2,174,233
)
 
Net unrealized depreciation on receivable from secured financing arrangement
(75
)
 

 
Net realized loss on investments
(3,119,735
)
 

 
Net unrealized depreciation on subordinated notes payable
7,574,694

 
562,573

 
Total net realized and unrealized gains (losses)
712,539

 
(1,611,660
)
Net increase (decrease) in members’ capital resulting from operations
$
3,963,125

 
$
(771,345
)






























The accompanying notes are an integral part of these consolidated financial statements.


3

FSFR Glick JV LLC
Consolidated Statements of Changes in Members’ Capital



 
 
Fifth Street Senior Floating Rate Corp.
 
GF Equity Funding 2014 LLC
 
Total Members’ Capital
Members’ capital, April 21, 2015 (commencement of operations)
 
$

 
$

 
$

Capital contributions
 
5,882,376

 
840,339

 
6,722,715

Distributions
 
(730,625
)
 
(104,375
)
 
(835,000
)
Net decrease in members' capital resulting from operations
 
(674,927
)
 
(96,418
)
 
(771,345
)
Members’ capital, September 30, 2015
 
$
4,476,824

 
$
639,546

 
$
5,116,370

Capital contributions
 
1,229,375

 
175,625

 
1,405,000

Distributions
 
(2,712,500
)
 
(387,500
)
 
(3,100,000
)
Net increase in members' capital resulting from operations
 
3,467,734

 
495,391

 
3,963,125

Members’ capital, September 30, 2016
 
$
6,461,433

 
$
923,062

 
$
7,384,495

Remaining capital commitment, September 30, 2016
 
$
1,638,249

 
$
234,036

 
$
1,872,285

















    









  









The accompanying notes are an integral part of these consolidated financial statements.


4

FSFR Glick JV LLC
Consolidated Statements of Cash Flows


 
 
Year ended
September 30, 2016
 
Period from April 21, 2015 (commencement of operations) through September 30, 2015
 
Cash flows from operating activities:
 
 
 
 
Net increase (decrease) in members' capital resulting from operations
 
$
3,963,125

 
$
(771,345
)
 
Adjustments to reconcile net increase (decrease) in members’ capital resulting from operations to net cash used in operating activities:
 
 
 
 
 
 
Net unrealized depreciation on investments
 
3,742,345

 
2,174,233

 
 
Net unrealized depreciation on receivable from secured financing arrangement
 
75

 

 
Net realized loss on investments
 
3,119,735

 

 
 
Net unrealized depreciation on subordinated notes payable
 
(7,574,694
)
 
(562,573
)
 
 
PIK interest income
 
(33,170
)
 

 
 
Capitalized interest expense on subordinated notes
 

 
176,248

 
 
Accretion of original issue discount/premium on investments
 
(808,381
)
 
(175,767
)
 
 
Recognition of fee income
 
(95,756
)
 

 
 
Amortization of deferred financing costs
 
283,104

 
141,552

 
Changes in operating assets and liabilities:
 
 
 
 
 
 
Fee income received
 
98,062

 

 
 
Increase in receivable from secured financing arrangement
 
(4,985,500
)
 

 
 
Increase in restricted cash
 
(1,155,170
)
 
(2,188,133
)
 
 
Increase in receivable from unsettled transactions
 
(952,591
)
 

 
 
Increase in interest receivable
 
(187,358
)
 
(135,410
)
 
 
(Increase) decrease in other assets
 
4,375

 
(4,375
)
 
 
Increase in interest payable
 
701,147

 
1,825,043

 
 
Increase in accounts payable, accrued expenses and other liabilities
 
100,019

 
30,000

 
 
Purchases of investments
 
(66,774,005
)
 
(128,155,790
)
 
 
Principal payments received on investments
 
52,870,383

 
2,254,942

 
 
Proceeds from sale of investments
 
3,123,705

 

 
Net cash used in operating activities
 
(14,560,550
)
 
(125,391,375
)
 
Cash flows from financing activities:
 
 
 
 
 
 
Capital contributions received
 
1,282,500

 
840,339

 
 
Distributions paid
 
(2,470,421
)
 

 
 
Issuance of subordinated notes
 
11,366,252

 
7,563,054

 
 
Borrowings under senior credit facility
 
2,235,000

 
122,380,636

 
 
Deferred financing costs paid
 

 
(2,264,830
)
 
Net cash provided by financing activities
 
12,413,331

 
128,519,199

Net increase (decrease) in cash and cash equivalents
 
(2,147,219
)
 
3,127,824

 
Cash and cash equivalents, beginning of period
 
3,127,824

 

Cash and cash equivalents, end of period
 
$
980,605

 
$
3,127,824

 
 
 
 
Supplemental information:
 
 
 
 
 
Cash paid for interest
 
$
9,796,668

 
$
1,441,891

Non-cash operating activities:
 
 
 
 
 
Non-cash exchange of investments
 
$
1,225,000

 
$
58,823,756

 
 
Non-cash investment restructuring
 
$
2,293,945

 
$

Non-cash financing activities:
 
 
 
 
 
Non-cash capital contributions
 
$
122,500

 
$
5,882,376

 
 
Non-cash issuance of subordinated notes
 
$
1,102,500

 
$
52,941,380

The accompanying notes are an integral part of these consolidated financial statements.

5

FSFR Glick JV LLC
Consolidated Schedule of Investments
September 30, 2016

 Portfolio Company /Type of Investment (1)(2)
 Region (3)
 Industry
 
 Principal (4)
 
 Cost
 
 Fair Value
 
% of Members' Capital
 Ameritox Ltd. (5)
 Northeast
 Healthcare services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+5% (1% floor) cash 3% PIK due 4/11/2021
 
 
 
$
2,339,146

 
$
2,336,840

 
$
2,322,917

 
31.46
%
 119,910.76 Class B Preferred Units in Ameritox Holdings II, LLC
 
 
 
 
 
119,911

 
131,369

 
1.78

 368.96 Class A Common Units in Ameritox Holdings II, LLC
 
 
 
 
 
2,174,034

 
981,348

 
13.29

 
 
 
 
 
 
4,630,785

 
3,435,634

 
 
 Answers Corporation
 Midwest
 Internet software & services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+5.25% (1% floor) cash due 10/3/2021 (6)
 
 
 
7,899,749

 
7,636,708

 
4,265,865

 
57.77

 
 
 
 
 
 
7,636,708

 
4,265,865

 
 
 Beyond Trust Software, Inc.
 Southwest
 Application software
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+7% (1% floor) cash due 9/25/2019
 
 
 
12,641,009

 
12,554,571

 
12,538,499

 
169.79

 
 
 
 
 
 
12,554,571

 
12,538,499

 
 
 Compuware Corporation
 Midwest
 Internet software & services
 
 
 
 
 
 
 
 
 First Lien Term Loan B1, LIBOR+5.25% (1% floor) cash due 12/15/2019
 
 
 
7,392,405

 
7,306,444

 
7,420,127

 
100.48

 
 
 
 
 
 
7,306,444

 
7,420,127

 
 
 Metamorph US 3, LLC
 Northeast
 Internet software & services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+6.5% (1% floor) cash due 12/1/2020
 
 
 
6,900,283

 
6,808,009

 
5,744,139

 
77.79

 
 
 
 
 
 
6,808,009

 
5,744,139

 
 
 Motion Recruitment Partners LLC
 Northeast
 Diversified support services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+6% (1% floor) cash due 2/13/2020
 
 
 
9,125,000

 
9,125,000

 
9,099,254

 
123.22

 
 
 
 
 
 
9,125,000

 
9,099,254

 
 
 NAVEX Global, Inc.
 West
 Internet software & services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+4.75% (1% floor) cash due 11/19/2021
 
 
 
1,793,550

 
1,779,633

 
1,784,582

 
24.17

 
 
 
 
 
 
1,779,633

 
1,784,582

 
 
 Teaching Strategies, LLC
 Northeast
 Education services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+5.5% (0.5% floor) cash due 10/1/2019
 
 
 
2,570,471

 
2,567,575

 
2,556,891

 
34.63

 First Lien Delayed Draw Term Loan, LIBOR+5.5% (0.5% floor) cash due 10/1/2019
 
 
 
6,840,000

 
6,832,715

 
6,803,695

 
92.13

 
 
 
 
 
 
9,400,290

 
9,360,586

 
 
 Trialcard Incorporated
 Southeast
 Healthcare services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+4.5% (1% floor) cash due 12/31/2019
 
 
 
7,179,097

 
7,144,396

 
7,144,248

 
96.75

 
 
 
 
 
 
7,144,396

 
7,144,248

 
 
 Air Newco LLC
 International
 IT consulting & other services
 
 
 
 
 
 
 
 
 First Lien Term Loan B, LIBOR+5.5% (1% floor) cash due 3/20/2022
 
 
 
8,291,864

 
8,267,671

 
7,960,189

 
107.80

 
 
 
 
 
 
8,267,671

 
7,960,189

 
 
 Fineline Technologies, Inc.
 Southeast
 Electronic equipment & instruments
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+5.5% (1% floor) cash due 5/5/2017
 
 
 
7,034,441

 
7,010,963

 
7,015,051

 
95.00

 
 
 
 
 
 
7,010,963

 
7,015,051

 
 
 LegalZoom.com, Inc.
 West
 Specialized consumer services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+7% (1% floor) cash due 5/13/2020
 
 
 
9,850,000

 
9,672,034

 
9,772,706

 
132.34

 
 
 
 
 
 
9,672,034

 
9,772,706

 
 
The accompanying notes are an integral part of these consolidated financial statements.

6

FSFR Glick JV LLC
Consolidated Schedule of Investments
September 30, 2016

 Portfolio Company /Type of Investment (1)(2)
 Region (3)
 Industry
 
 Principal (4)
 
 Cost
 
 Fair Value
 
% of Members' Capital
 GK Holdings, Inc.
 Southeast
 IT consulting & other services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+5.5% (1% floor) cash due 1/20/2021
 
 
 
$
3,438,750

 
$
3,452,038

 
$
3,412,959

 
46.22
%
 
 
 
 
 
 
3,452,038

 
3,412,959

 
 
 Vitera Healthcare Solutions, LLC
 Southeast
 Healthcare technology
 
 
 
 
 
 
 
 
 Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 11/4/2021
 
 
 
3,000,000

 
2,958,409

 
2,782,500

 
37.68

 
 
 
 
 
 
2,958,409

 
2,782,500

 
 
 TIBCO Software, Inc.
 West
 Internet software & services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+5.5% (1% floor) cash due 12/4/2020
 
 
 
2,304,900

 
2,308,815

 
2,277,114

 
30.84

 
 
 
 
 
 
2,308,815

 
2,277,114

 
 
 CM Delaware LLC
International
 Advertising
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+5.25% (1% floor) cash due 3/18/2021
 
 
 
2,096,666

 
2,094,658

 
1,978,729

 
26.80

 
 
 
 
 
 
2,094,658

 
1,978,729

 
 
 New Trident Holdcorp, Inc.
 Northeast
 Healthcare services
 
 
 
 
 
 
 
 
 First Lien Term Loan B, LIBOR+5.25% (1.25% floor) cash due 7/31/2019
 
 
 
2,041,357

 
2,014,233

 
1,755,567

 
23.77

 
 
 
 
 
 
2,014,233

 
1,755,567

 
 
 Central Security Group, Inc.
 Southwest
 Specialized consumer services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+5.625% (1% floor) cash due 10/6/2020
 
 
 
5,909,774

 
5,915,626

 
5,776,805

 
78.23

 
 
 
 
 
 
5,915,626

 
5,776,805

 
 
 Auction.com, LLC
 West
 Internet software & services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+5% (1% floor) cash due 5/12/2019
 
 
 
3,940,000

 
3,926,700

 
3,959,700

 
53.62

 
 
 
 
 
 
3,926,700

 
3,959,700

 
 
 Vubiquity, Inc.
 West
 Application software
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+5.5% (1% floor) cash due 8/12/2021
 
 
 
4,168,500

 
4,133,700

 
4,147,658

 
56.17

 
 
 
 
 
 
4,133,700

 
4,147,658

 
 
 Too Faced Cosmetics, LLC
 West
 Personal products
 
 
 
 
 
 
 
 
 First Lien Term Loan B, LIBOR+5% (1% floor) cash due 7/7/2021
 
 
 
642,692

 
581,620

 
645,155

 
8.74

 
 
 
 
 
 
581,620

 
645,155

 
 
 American Seafoods Group LLC
 West
 Food distributors
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+5% (1% floor) cash due 8/19/2021
 
 
 
3,853,704

 
3,837,366

 
3,844,069

 
52.06

 
 
 
 
 
 
3,837,366

 
3,844,069

 
 
 Worley Claims Services, LLC
 Southeast
 Internet software & services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+8% (1% floor) cash due 10/31/2020
 
 
 
5,730,937

 
5,707,511

 
5,702,282

 
77.22

 
 
 
 
 
 
5,707,511

 
5,702,282

 
 
 AccentCare, Inc.
 Southwest
 Healthcare services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+5.75% (1% floor) cash due 9/3/2021
 
 
 
7,850,000

 
7,773,386

 
7,727,344

 
104.64

 
 
 
 
 
 
7,773,386

 
7,727,344

 
 
 Poseidon Merger Sub, Inc.
 Northeast
 Advertising
 
 
 
 
 
 
 
 
 Second Lien Term Loan, LIBOR+8.5% (1% floor) cash due 8/15/2023
 
 
 
3,000,000

 
2,922,316

 
3,039,954

 
41.17

 
 
 
 
 
 
2,922,316

 
3,039,954

 
 
The accompanying notes are an integral part of these consolidated financial statements.

7

FSFR Glick JV LLC
Consolidated Schedule of Investments
September 30, 2016

 Portfolio Company /Type of Investment (1)(2)
 Region (3)
 Industry
 
 Principal (4)
 
 Cost
 
 Fair Value
 
% of Members' Capital
 Novetta Solutions, LLC
 Southeast
 Diversified support services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+5.75% (1% floor) cash due 10/17/2022
 
 
 
$
6,477,948

 
$
6,392,100

 
$
6,226,928

 
84.32
%
 
 
 
 
 
 
6,392,100

 
6,226,928

 
 
 SHO Holding I Corporation
 Southeast
 Footwear
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+5% (1% floor) cash due 10/27/2022
 
 
 
6,451,250
 
6,393,472

 
6,443,186

 
87.25

 
 
 
 
 
 
6,393,472

 
6,443,186

 
 
 Valet Merger Sub, Inc.
 Southeast
 Environmental & facilities services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+7% (1% floor) cash due 9/24/2021
 
 
 
3,960,000
 
3,906,498

 
4,026,826

 
54.53

 
 
 
 
 
 
3,906,498

 
4,026,826

 
 
 RSC Acquisition, Inc.
 Northeast
 Insurance brokers
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+5.25% (1% floor) cash due 11/30/2022
 
 
 
3,970,390
 
3,948,754

 
3,950,538

 
53.50

 
 
 
 
 
 
3,948,754

 
3,950,538

 
 
 Integro Parent Inc.
 Northeast
 Insurance brokers
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+5.75% (1% floor) cash due 10/31/2022
 
 
 
4,963,924
 
4,814,658

 
4,889,465

 
66.21

 
 
 
 
 
 
4,814,658

 
4,889,465

 
 
 TruckPro, LLC
 Southeast
 Auto parts & equipment
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+5% (1% floor) cash due 8/6/2018
 
 
 
1,920,000
 
1,916,612

 
1,919,232

 
25.99

 
 
 
 
 
 
1,916,612

 
1,919,232

 
 
 Falmouth Group Holdings Corp.
 West
 Specialty chemicals
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+6.75% (1% floor) cash due 12/13/2021
 
 
 
4,962,500
 
4,912,596

 
4,967,689

 
67.27

 
 
 
 
 
 
4,912,596

 
4,967,689

 
 
 Sundial Group Holdings LLC
 Northeast
 Personal products
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+6.25% (1% floor) cash due 10/19/2021
 
 
 
3,900,000
 
3,839,938

 
3,954,402

 
53.55

 
 
 
 
 
 
3,839,938

 
3,954,402

 
 
 Onvoy Merger Sub, LLC
 Midwest
 Integrated telecommunication services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+6.25% (1% floor) cash due 4/29/2021
 
 
 
7,406,250
 
7,261,422

 
7,386,738

 
100.03

 
 
 
 
 
 
7,261,422

 
7,386,738

 
 
 Ancile Solutions, Inc.
 Northeast
 Internet software & services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+7% (1% floor) cash due 6/30/2021
 
 
 
4,500,000
 
4,433,644

 
4,432,500

 
60.02

 
 
 
 
 
 
4,433,644

 
4,432,500

 
 
 Aptos, Inc.
 West
 Data processing & outsourced services
 
 
 
 
 
 
 
 
 First Lien Term Loan B, LIBOR+6.75% (1% floor) cash due 9/1/2022
 
 
 
8,000,000
 
7,842,222

 
7,920,000

 
107.25

 
 
 
 
 
 
7,842,222

 
7,920,000

 
 
 Total Portfolio Investments
 
 
 
 
 
$
194,624,798

 
$
188,708,220

 
2,555.47%
 
 
 
 
 
 
 
 
 
 
 
Cash and Cash Equivalents
 
 
 
 
 
 
 
 
 
 
Wells Fargo Bank Institutional Money Market Fund
 
 
 
 
 
$
980,605

 
$
980,605

 
13.28

 Total Cash and Cash Equivalents
 
 
 
 
 
$
980,605

 
$
980,605

 
 
Total Portfolio Investments, Cash and Cash Equivalents
 
 
 
 
 
$
195,605,403

 
$
189,688,825

 
2,568.74%
The accompanying notes are an integral part of these consolidated financial statements.



8

FSFR Glick JV LLC
Consolidated Schedule of Investments
September 30, 2016

(1) Each of the Fund's investments is pledged as collateral under its senior credit facility.
(2) The principal balance outstanding for all floating rate loans is indexed to LIBOR and an alternate base rate (e.g. prime rate), which typically resets semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan. For each of these loans, the Fund has provided the applicable margin over LIBOR based on each respective credit agreement. The interest rate shown is the current interest rate as of September 30, 2016.
(3)
The region is determined by the location of the corporate headquarters of the portfolio company, which may not be indicative of the primary source of the portfolio company's business.
(4)
Principal includes accumulated payment in kind ("PIK") interest and is net of repayments.
(5)
In April 2016, the Fund restructured its debt investment in Ameritox Ltd. As a part of the restructuring, the Fund exchanged cash and its debt securities for debt and equity securities in the newly restructured entity.
(6)
This investment was on cash non-accrual status as of September 30, 2016










































The accompanying notes are an integral part of these consolidated financial statements.


9

FSFR Glick JV LLC
Consolidated Schedule of Investments
September 30, 2015


 Portfolio Company /Type of Investment (1)(2)
 Region (3)
 Industry
 
 Principal
 
 Cost
 
 Fair Value
 
% of Members' Capital
 Accruent, LLC
 Southwest
 Internet software & services
 
 
 
 
 
 
 
 
 First Lien Term Loan LIBOR +6.25% (1% floor) cash due 11/25/2019
 
 
 
$
14,777,933

 
$
14,576,963

 
$
14,853,895

 
290.32
%
 
 
 
 
 
 
14,576,963

 
14,853,895

 
 
 Ameritox Ltd.
 Northeast
 Healthcare services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+7.5% (1% floor) cash due 6/23/2019
 
 
 
7,794,458

 
7,661,251

 
7,048,923

 
137.77

 
 
 
 
 
 
7,661,251

 
7,048,923

 
 
 Answers Corporation
 Midwest
 Internet software & services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+5.25% (1% floor) cash due 10/1/2021
 
 
 
7,959,900

 
7,658,675

 
5,857,173

 
114.48

 
 
 
 
 
 
7,658,675

 
5,857,173

 
 
 Beyond Trust Software, Inc.
 Southwest
 Application software
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+7% (1% floor) cash due 9/25/2019
 
 
 
13,665,783

 
13,549,710

 
13,549,671

 
264.83

 
 
 
 
 
 
13,549,710

 
13,549,671

 
 
 Compuware Corporation
 Midwest
 Internet software & services
 
 
 
 
 
 
 
 
 First Lien Term Loan B1, LIBOR+5.25% (1% floor) cash due 12/15/2019
 
 
 
7,797,468

 
7,684,361

 
7,551,848

 
147.60

 
 
 
 
 
 
7,684,361

 
7,551,848

 
 
 Idera, Inc.
 Southwest
 Internet software & services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+5.5% (0.5% floor) cash due 11/5/2020
 
 
 
3,160,000

 
3,134,841

 
3,160,000

 
61.76

 
 
 
 
 
 
3,134,841

 
3,160,000

 
 
 Metamorph US 3, LLC
 Northeast
 Internet software & services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+5.5% (1% floor) cash due 12/1/2020
 
 
 
8,398,019

 
8,283,147

 
8,213,262

 
160.53

 
 
 
 
 
 
8,283,147

 
8,213,262

 
 
 Motion Recruitment Partners LLC
 Northeast
 Diversified support services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+6% (1% floor) cash due 2/13/2020
 
 
 
9,562,500

 
9,562,500

 
9,459,652

 
184.89

 
 
 
 
 
 
9,562,500

 
9,459,652

 
 
 NAVEX Global, Inc.
 West
 Internet software & services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+4.75% (1% floor) cash due 11/19/2021
 
 
 
2,435,442

 
2,429,788

 
2,423,265

 
47.36

 
 
 
 
 
 
2,429,788

 
2,423,265

 
 
 Teaching Strategies, LLC
 Northeast
 Education services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+5.5% (0.5% floor) cash due 10/1/2019
 
 
 
2,695,442

 
2,691,552

 
2,673,135

 
52.25

 First Lien Delayed Draw Term Loan, LIBOR+5.5% (0.5% floor) cash due 10/1/2019
 
 
 
7,020,000

 
7,010,218

 
6,961,725

 
136.07

 
 
 
 
 
 
9,701,770

 
9,634,860

 
 
 Trialcard Incorporated
 Southeast
 Healthcare services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+5% (1% floor) cash due 12/31/2019
 
 
 
7,332,387

 
7,286,727

 
7,232,017

 
141.35

 
 
 
 
 
 
7,286,727

 
7,232,017

 
 
 Air Newco LLC
 International
 IT consulting & other services
 
 
 
 
 
 
 
 
 First Lien Term Loan B, LIBOR+5.5% (1% floor) cash due 3/20/2022
 
 
 
5,970,000

 
6,004,722

 
5,977,463

 
116.83

 
 
 
 
 
 
6,004,722

 
5,977,463

 
 
 Fineline Technologies, Inc.
 Southeast
 Electronic equipment & instruments
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+5.5% (1% floor) cash due 5/5/2017
 
 
 
8,820,000

 
8,749,565

 
8,818,256

 
172.35

 
 
 
 
 
 
8,749,565

 
8,818,256

 
 
The accompanying notes are an integral part of these consolidated financial statements.

10

FSFR Glick JV LLC
Consolidated Schedule of Investments
September 30, 2015


 Portfolio Company /Type of Investment (1)(2)
 Region (3)
 Industry
 
 Principal
 
 Cost
 
 Fair Value
 
% of Members' Capital
 
 
 
 
 
 
 
 
 
 
 
 LegalZoom.com, Inc.
 West
 Specialized consumer services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+7% (1% floor) cash due 5/13/2020
 
 
 
$
9,950,000

 
$
9,721,186

 
$
9,882,838

 
193.16
%
 
 
 
 
 
 
9,721,186

 
9,882,838

 
 
 GK Holdings, Inc.
 Southeast
 IT consulting & other services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+5.5% (1% floor) cash due 1/20/2021
 
 
 
3,473,750

 
3,490,164

 
3,460,723

 
67.64

 
 
 
 
 
 
3,490,164

 
3,460,723

 
 
 Vitera Healthcare Solutions, LLC
 Southeast
 Healthcare technology
 
 
 
 
 
 
 
 
 Second Lien Term Loan, LIBOR+8.25% (1% floor) cash due 11/4/2021
 
 
 
3,000,000

 
2,950,227

 
2,925,000

 
57.17

 
 
 
 
 
 
2,950,227

 
2,925,000

 
 
 TIBCO Software, Inc.
 West
 Internet software & services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+5.5% (1% floor) cash due 12/4/2020
 
 
 
2,328,300

 
2,333,155

 
2,310,838

 
45.17

 
 
 
 
 
 
2,333,155

 
2,310,838

 
 
 CM Delaware LLC
 International
 Advertising
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+5.25% (1% floor) cash due 3/18/2021
 
 
 
2,152,041

 
2,149,579

 
2,143,971

 
41.90

 
 
 
 
 
 
2,149,579

 
2,143,971

 
 
 New Trident Holdcorp, Inc.
 Northeast
 Healthcare services
 
 
 
 
 
 
 
 
 First Lien Term Loan B, LIBOR+5.25% (1.25% floor) cash due 7/31/2019
 
 
 
2,064,508

 
2,027,520

 
2,000,003

 
39.09

 
 
 
 
 
 
2,027,520

 
2,000,003

 
 
 Central Security Group, Inc.
 Southwest
 Specialized consumer services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+5.25% (1% floor) cash due 10/6/2020
 
 
 
5,969,925

 
5,977,239

 
5,910,225

 
115.52

 
 
 
 
 
 
5,977,239

 
5,910,225

 
 
 Language Line, LLC
 West
 Integrated telecommunication services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+5.5% (1% floor) cash due 7/7/2021
 
 
 
10,000,000

 
10,013,409

 
10,020,850

 
195.86

 
 
 
 
 
 
10,013,409

 
10,020,850

 
 
 All Web Leads, Inc.
 Southwest
 Advertising
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+6.5% (1% floor) cash due 6/30/2020
 
 
 
9,937,500

 
9,700,212

 
9,884,905

 
193.20

 
 
 
 
 
 
9,700,212

 
9,884,905

 
 
 Auction.com, LLC
 West
 Internet software & services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+5% (1% floor) cash due 5/12/2019
 
 
 
3,980,000

 
3,961,380

 
3,970,050

 
77.60

 
 
 
 
 
 
3,961,380

 
3,970,050

 
 
 Aptos, Inc.
 West
 Data processing & outsourced services
 
 
 
 
 
 
 
 
 First Lien Term Loan B, LIBOR+5.25% (0.75% floor) cash due 6/23/2022
 
 
 
7,980,000

 
7,999,277

 
7,960,050

 
155.58

 
 
 
 
 
 
7,999,277

 
7,960,050

 
 
 Vubiquity, Inc.
 West
 Application software
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+5.5% (1% floor) cash due 8/12/2021
 
 
 
4,200,000

 
4,158,000

 
4,179,000

 
81.68

 
 
 
 
 
 
4,158,000

 
4,179,000

 
 
 Too Faced Cosmetics, LLC
 West
 Personal products
 
 
 
 
 
 
 
 
 First Lien Term Loan B, LIBOR+5% (1% floor) cash due 7/7/2021
 
 
 
3,000,000

 
2,926,072

 
3,000,000

 
58.64

 
 
 
 
 
 
2,926,072

 
3,000,000

 
 
 American Seafoods Group LLC
 West
 Food distributors
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+5% (1% floor) cash due 8/19/2021
 
 
 
4,000,000

 
3,980,282

 
3,980,000

 
77.79

 
 
 
 
 
 
3,980,282

 
3,980,000

 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
 
 
 
 
 
 
 
 
 

11

FSFR Glick JV LLC
Consolidated Schedule of Investments
September 30, 2015


 Portfolio Company /Type of Investment (1)(2)
 Region (3)
 Industry
 
 Principal
 
 Cost
 
 Fair Value
 
% of Members' Capital
 Worley Claims Services, LLC
 Southeast
 Internet software & services
 
 
 
 
 
 
 
 
 First Lien Term Loan, LIBOR+8% (1% floor) cash due 10/31/2020
 
 
 
$
4,339,095

 
$
4,317,702

 
$
4,317,400

 
84.38
%
 
 
 
 
 
 
4,317,702

 
4,317,400

 
 
 Poseidon Merger Sub, Inc.
 Northeast
 Advertising
 
 
 
 
 
 
 
 
 Second Lien Term Loan, LIBOR+8.5% (1% floor) cash due 8/15/2023
 
 
 
3,000,000

 
2,910,947

 
3,000,000

 
58.64

 
 
 
 
 
 
2,910,947

 
3,000,000

 
 
 Total Portfolio Investments
 
 
 
 
 
$184,900,371
 
$182,726,138
 
3,571.40%
 
 
 
 
 
 
 
 
 
 
 
Cash and Cash Equivalents
 
 
 
 
 
 
 
 
 
 
Wells Fargo Bank Institutional Money Market Fund
 
 
 
 
 
$
3,127,824

 
$
3,127,824

 
61.13

 Total Cash and Cash Equivalents
 
 
 
 
 
$
3,127,824

 
$
3,127,824

 
 
Total Portfolio Investments, Cash and Cash Equivalents
 
 
 
 
 
$
188,028,195

 
$
185,853,962

 
3,632.54%

(1) Each of the Fund's investments is pledged as collateral under its senior credit facility.
(2) The principal balance outstanding for all floating rate loans is indexed to LIBOR and an alternate base rate (e.g. prime rate), which typically resets semi-annually, quarterly, or monthly at the borrower's option. The borrower may also elect to have multiple interest reset periods for each loan. For each of these loans, the Fund has provided the applicable margin over LIBOR based on each respective credit agreement. The interest rate shown is the current interest rate as of September 30, 2015.
(3)
The region is determined by the location of the corporate headquarters of the portfolio company, which may not be indicative of the primary source of the portfolio company's business.