Dean Choksi – Executive Director of Finance and Head-Investor Relations Leonard M. Tannenbaum – Chief Executive Officer Bernard D. Berman – President Alexander C. Frank – Chief Operating Officer.

Terry Ma – Barclays Capital, Inc. Andrew Kerai – National Securities Corporation Robert Dodd – Raymond James Financial Services Greg M. Mason – Keefe, Bruyette & Woods, Inc. .

Good day, ladies and gentlemen, and welcome to the fiscal Q2 2014 Fifth Street Finance Corp. Earnings Conference Call. My name is Stephanie and I will be your coordinator for today. At this time, all participants are in listen-only mode. We will facilitate a question-and-answer session towards the end of today’s call (Operator Instructions).

I would now like to turn the call over to the host of today, Mr. Dean Choksi, Executive Director of Finance and Head of Investor Relations. Please proceed..

Thank you, Stephanie. Good morning, and welcome to Fifth Street Finance Corp’s fiscal second quarter 2014 earnings call. I’m joined this morning by Leonard Tannenbaum, Chief Executive Officer; Bernard Berman, President; Alexander Frank, Chief Financial Officer; and Richard Petrocelli, Chief Accounting Officer.

Before we begin, I would like to note that this call is being recorded. Replay information is included in our April 16, 2014 press release and is posted on the Investor Relations section of Fifth Street Finance Corp’s website which can be found at fsc.fifthstreetfinance.com. Please note that this call is a property of Fifth Street Finance Corp.

Any unauthorized rebroadcast of this call in any form is strictly prohibited. Today’s conference call includes forward-looking statements and projections. We ask you to 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 914-286-6855. The format for today’s call is as follows.

Len will provide an overview of our results and outlook, Bernie will provide an update on our capital structure, Alex will summarize the financials, and I will provide high-level commentary on the BDC sector then we’ll open the line for Q&A. I will now turn the call over to our Chief Executive Officer, Len Tannenbaum..

one, hiring an experienced team with deep relationships; and, two, the presence of complementary aspects between venture lending and relationship-based sponsor finance. We closed three venture debt transactions, totaling about $55 million in the March quarter, and we have several more in the pipeline.

As of quarter end, our venture loan portfolio approached $100 million. The venture deals in our portfolio generally have higher deals than our existing portfolio average, which should be accretive to NII.

Additionally, all but one of our current venture loans include warrants, which may be accretive to net asset value per share, and generate future capital gains. In fact, after the quarter ended, one of the companies in our venture portfolio, Five9, Inc., completed an IPO.

Depending on the future stock performance, our warrants may generate a future capital gain after the lock-up period expires.

In February, we accessed new institutional investment-grade corporate bond market by successfully offering $250 million of five-year notes at an annual interest rate of 4.875%, which is where Ares Capital Corporation priced its first institutional offering.

Accessing the institutional high-grade bond market provides us with a new source of low-cost, longer-term, unsecured debt with no financial covenants. Our debt issuance was oversubscribed and is trading above par in the secondary market at a current yield to maturity of approximately 4%, which provides a solid benchmark to support future issuances.

We met with many fixed income investors, prior to closing the transaction, who appreciated the value of Fifth Street’s institutional origination platform and the quality of assets compared to the broadly syndicated loan and high yield bond markets.

We are proud to be one of only three BDCs to issue institutional high-grade notes since the credit crisis, and one of only six BDCs to be publicly rated investment grade by both Fitch ratings and S&P. Our credit ratings are important to our business model.

We are pleased to have recently received a revision to our ratings outlook to positive by Standard & Poor's, highlighting our consistent performance and improved funding model.

This revision also reflects the multiple steps we have taken to improve the right and left side of our balance sheets since S&P’s first assigned our BBB minus credit rating over two years ago.

We look forward to providing updates as we make further progress on multiple initiatives to improve net investment income, including growing SLF JV I, and maintaining strong average leverage.

Many of these initiatives would not be possible without the significant investment we’ve made in the platform and the size of Fifth Street Finance Corp.’s balance sheet. Future success in these areas should further differentiate us from our peers while also driving higher NII.

Our Board of Directors has declared monthly dividends through this August and will be meeting in June to declare additional dividends. I will now turn the call over to our President, Bernie Berman to discuss our capital structure in more detail..

Thank you, Len. Our flexible and low cost liabilities enable us to originate assets across the debt capital structure and finance them in an efficient manner.

We continue to work on improving our debt capital structure by expanding the number and size of our lending relationships, lowering our borrowing costs, lengthening debt maturities and improving the terms and flexibility of our borrowings. We were able to accomplish several of these items since the beginning of the March quarter.

We drew the remaining capacity on our second SBIC license, and locked the remaining $43 million of debentures at an annual interest rate of approximately 3.2%. We now have $225 million of SBA debentures locked at a blended interest rate of approximately 3.3% per annum, with maturities beginning in 2020 through a final maturity in 2024.

In 2013, we amended our syndicated credit facility led by ING Capital LLC to obtain a lower interest rate and more flexible terms. We also increased the committed capacity with new existing lenders to a total of $670 million, as of May 2, 2014.

Our facility is now spread across 16 lenders and includes commercial banks, regional banks and investment banks. As Len discussed we also became one of three BDCs to access the institutional high grade bond markets since the financial crisis, issuing $250 million of five year unsecured notes with an annual interest rate of 4.875%.

The increase in the committed size and improve flexibility of our syndicated credit facility led by ING and our ability to access the institutional unsecured debt market provide us with sufficient flexibility and attractively priced debt capital.

As a result we were able to pay down and terminate our revolving credit facility with Wells Fargo in February. The Wells Fargo facility was our highest cost revolving bank debt and with less flexible than our primary facility led by ING. We have a solid relationship with Wells Fargo and continue to work with them across other areas of our platform.

I'm now going to turn the call over to our Chief Financial Officer Alexander Frank. Thanks Bernie..

We ended our second quarter of fiscal 2014 with total assets of $2.8 billion, an increase of $337.8 million from the previous quarter. Portfolio investments were $2.7 billion at fair value, and we had available cash on hand of $45.4 million. Net asset value per share was $9.81 at quarter end.

For the three months ended March 31, 2014, total investment income was $72.1 million. Net payment in kind income, PIK accruals recorded in excess of PIK payments received, a key indicator of earnings quality, was $4 million for the quarter only 5.5% of total investment income.

Net investment income increased to $34.2 million for the quarter, a 16.8% increase when compared to $29.3 million in the same quarter the previous year. Included in the quarter was a one-time charge of approximately $700,000 associated with deferred financing costs related to the termination of our Wells Fargo credit facility.

During the quarter we received $63.6 million in connection with the full repayments of four of our debt investments, all of which were exited at or above par and an additional $122.4 million in connection with syndications of debt investments to other investors and sales of debt investments in the open market.

This reflected the credit quality of the portfolio which remains strong with an overall net loss of $4.1 million or only 0.2% of the investment portfolio. The weighted average yield on our debt investments was 10.8% with the cash component of the yield making up 9.9%. The average size of a portfolio debt investment was $25 million at March 31, 2014.

We had gross originations of $466.6 million, $419.6 million of which were funded at close, in 19 new and six existing portfolio companies, bringing the total companies in our portfolio to 124 at quarter-end. During the quarter, we also received $186 million in connection with exits and sales of investments.

We believe we are very conservatively positioned relative to our peers with 95% of the portfolio by fair value, consisting of debt investments. 83% of the portfolio invested in senior secured, 74% of the debt portfolio consisting of floating rate securities, and no CLO equity at quarter end.

The investment portfolio continues to be very well diversified by industry, sponsor, and individual company. Our largest single industry exposure continues to be healthcare including pharmaceuticals at 21% of the total portfolio.

Our investment in HFG, our healthcare finance portfolio company is our largest single exposure at only 4.5% of total assets. And HFG itself holds a diversified portfolio of asset-backed receivables. Our top ten portfolio company investments represent 28.4% of total assets.

The credit profiles of the investment portfolio continues to be strong, as 99.5% of the portfolio at fair value was ranked in the highest 1 and 2 categories, which is favorable versus a year ago.

During the quarter ended March 31, 2014 we had no investments in the portfolio on which we had stopped accruing income, as compared to three at March 31, 2013. Our Board of Directors has declared monthly dividends through August 2014 of $8.33 per share, reflecting an annualized run rate of $1 per share. I will now turn it back over to Dean..

relative cost, issuance size, and market depth; advantages that are available to only a select few BDCs. Relative cost; the current yield to maturity on our high-grade term debt is approximately 4%. This compares to a yield to maturity on our two baby bonds of over 6%.

Even after adjusting for the longer-term maturities of the baby bonds, our term debt is still priced over 100 basis points less than our baby bonds. The price differentials for our peers in this market is also similar. Offering size; the largest baby bond offering by a BDC since the financial crisis was $200 million.

If you exclude the baby bonds issued by the largest BDC, the next-largest baby bond offering was $135 million. In contrast, our offering in the high-grade bond market was $250 million, versus our two baby bond offerings of $75 million and $86 million, respectively.

We believe there is a greater level of demand for an institutional high-grade notes than for baby bonds. This means that those BDC will be able to access this segment of the market can issue larger amounts of debt more efficiently. Market debt, the final primary advantage of the institutional bond market is market cap.

The investment credit bond market is one of the largest and most liquid credit markets. Investor interest should increase as Fifth Street Finance Corp.

and other BDCs educates new investor base about the benefits of lending to middle market borrowers and the low leverage of the BDC structure, as investors learn more about the sector and become more comfortable with leading BDCs like Fifth Street Finance Corp. We anticipate more investors may participate in future bond offerings across the BD sector.

Thank you, for joining us on today’s call. Stephanie, can you please open the line for questions..

(Operator Instructions) Your first question comes from the line of Terry Ma with Barclays. Please proceed..

Hi, thanks for taking my questions.

Can you just give a little more color on your Senior Loan Fund, and what kind of returns you can expect from this? And, also, what the timeline is for getting fully ramped up?.

So it can be ramped up a little bit faster than other senior loan funds, because we are going to be able to sell assets directly from FSC to the senior loan funds. We haven’t signed the leverage yet, which is signed, as we recently announced that we just signed the partnership in the last couple of days.

So we expect to be get ramped relatively quickly. We expect it to have closed two times leverage. The return on equities of this type of product we expect to be somewhere between 13% and 15%. .

Okay, great. And I appreciate the color on your repayments for the June quarter.

But can you just give us a sense for your flexibility to make new investments for the rest of the year, just given your leverage is above the high end of the range?.

So, yes, as you know our business is very lumpy. As an origination platform we don’t have control whether the deals falls into one quarter or another. But the good news about having a 95% backed sponsor business, as our sponsors work with us as partners and they tell us, if something is going to be refinanced with reasonable events notice.

Now, while that doesn’t always happened again beyond our control. There are three large deals that we think are going to get refinanced in the quarter. And fortunately we right leveraged levels entering the quarter to stay with the strong average leverage for the entire quarter.

So we feel really comfortable not only it’s been able to deploy capital we’re going to keep and maintain a strong average level of leverage throughout the quarter..

Okay, thanks. That's it for me. .

Your next question comes from the line of Andrew Kerai with National Securities Corp. Please proceed..

Yes, good morning. Thank you taking my questions. I just wanted to talk about the repayments in the current quarter for a second. Can you maybe give us a flavor for if these are older vintage loans? What we can expect from sort of acceleration of fee income standpoint from both an OID component, as well as potentially prepayment fees as well.

Well, the good news about these loans is, the replacement loans for these loans are at or greater yield from loans that are getting refinanced. And this is probably the first time that’s happened in a while, where we normally been refinanced over the past couple of years out of our higher yielding loans. These loans are not on our yielding loans.

These loans are happened to be very solid loans, as I said they must be large. They must be unitranche in nature, we are not going to tell you with specificity which ones they are, but they do have prepayment penalties. We don't know when they're going to be refinanced in the quarter. They are all different, staggered points during the quarter.

But the good news is, we're able to redeploy the capital with ease. And so what we're experiencing now is FSC has grown to $2.7 billion, $2.8 billion of assets, a lot of flexibility with being able to manage our assets to maintain leverage..

Sure. No, thank you. That's helpful color. And then also, too, when I was looking sort of at the interest income as a percent of the average portfolio balance, kind of looking at the beginning and ending period, loan portfolio balance – it looks like it fell about 50 basis points.

So, given that your yields have been relatively stable quarter-over-quarter, can I interpret that to basically just mean that your originations were back-end weighted, so you didn't realize the full extent of interest income during the March quarter?.

Alex, can you try that?.

Yes, the weighted average yield on the portfolio was down a little bit..

0.1, right..

Yeah, it’s down 0.1..

Right..

A level of originations in the quarter, as compared to previous quarters – the first quarter is usually seasonally a lower quarter and we have fees associated with originations that we pick up in our weighted average yield calculation..

Right. Asked differently, can I just get a sense of the timeline of deployment? Because when I'm looking at the average loan balance, I'm taking the beginning and the ending balance.

So if I look at the interest income as a percent of the average balance, if more of those loans are back-end weighted, then it would make sense that that calculation would fall more than just the 10 basis points, from a weighted average yield standpoint..

That’s correct. And we generally do experience a phenomenon where loans get closed closer to the end of the quarter..

Right..

It sometimes flips to the next quarter and that’s why Len was saying it's lumpy. But we did have some – in this case, we had some of the quarter end originations actually close before quarter-end. And that's why the leverage ratio at the end of the quarter was higher than the average..

Right. Fair enough, thank you. And then just kind of looking at that venture debt portfolio again. It's about 4% of your portfolio right now, at $100 million.

Can you just give us a sense of your end target, if you have one, as to how large is a percent – the mix of the portfolio? Is it 10%? Is it something less than that? Just your sense on the relative deployment in venture lending, versus the rest of your book..

The extending part of our venture lending is only really started being competitive this past year. And yields really had not been compressed, while the rest of the sectors in the rest of the areas had been compressed for the last couple of years.

So they are still very elevated yields relative to the risk, and so we're really excited about the opportunities in venture lending, especially in partnership in working in some of our loans with Silicon Valley Bank. So I expect that portfolio to continue to grow.

It probably peaks out; because the issue, of course, with venture lending is it's a high-velocity business. Which is great for IRRs and great for return on equities, and tough to deploy lots of assets. So it probably peaks out at around $250 million when the portfolio matures..

Okay, great. Thank you for taking my questions..

Your next question comes from the line of Robert Dodd with Raymond James. Please proceed..

Hi, guys. Just general question about or color in terms of what you and the SLF in particular, what type of assets you expect to put in there. I mean you mentioned first, second, and unitranche.

I mean is there any plan to focus on shifting the more first lien assets into that – to utilize the leverage to goose the returns? Obviously the ROE you're talking 13% to 15% on your returns on some of the first lien are not that high. And with utilizing the 2X leverage, you could boost that higher.

So I mean do you expect that to replicate? Your mix will be disproportionately first lien, in that kind of structure..

Bernard D. Berman:.

The only issue with the unitranche, of course, is they are big, and they need to be sliced across different vehicles and levered appropriately. So while that be first lien unitranche loans that we're targeting that to. I'm not saying there's not going to be the other types of loans in there; there will be.

But unitranche was really what this was set up to handle..

Okay. I appreciate that. Thanks a lot..

Your next question comes from the line of Greg Mason with KBW. Please proceed..

Great. Good morning everyone. I appreciate the positive commentary about the venture capital business.

Last year, you also started up an aircraft leasing group; and was just curious how that business is progressing, and how much of your portfolio is in those types of assets?.

So aircraft leasing, the way we're doing it is a very slow, methodical approach. We are buying one plane at a time, to building a diversified portfolio of planes.

And then the really great thing about aircraft leasing is once you achieve portfolio diversification plane types, location et cetera, you get to leverage that and the leverage will generate really nice returns on equity, once the portfolio is diverse. And we're almost there.

Pradeep, who heads that division for us, has been very diligent in building this portfolio; and very carefully building the portfolio, as he did for 15 years at KKR before he joined us.

So we are very excited to really see some of that translation of earnings but until we leverage a diverse portfolio, the earnings jump on won’t occur, it will occur at some point, but not yet..

Great.

And then on HFG, can you give us some indications on how that's going? And, particularly, growth opportunities to continue to add to your investment there?.

First of all, HFG took us about six months to integrate into the firm. It was our first large acquisition. There was integration issues. We felt really good after six months and then the next six months we started with synergy, right.

Can we bid on deals together? Can we use our relationships? Can we use their relationships, and how does that work? And so we're just now really realizing the power of our platform, and the power of HFG's platform, working together, to win deal and to source new business. So I think HFG is, right now is on plan. I wouldn’t say it’s blowing our plan.

There's no doubt, while it’s competitive, Fifth Street adding to HFG has given them some advantages including cost of funding, ability to do source and term loans, and more of a trust from their clients that their much bigger platforms and as combined with FSC – when they combine with FSC..

Great. And then one question. I apologize for not getting it when you initially were talking about it. But you mentioned about a ruling that, if you sell off some debt, you would still have to consolidate it. And so that was one of the areas you were pulling back from.

Can you give us some more color on that?.

Look, there's no question that we assumed that a back-levered transaction would not have to be consolidated on balance sheet. That's just not – Alex can clarify a little more. But that's not what we found when our auditors took a look at the balance sheet.

And so we're consolidating our – so even though we've sold off part of a unitranche transaction, and successfully enhanced the yield, the entire piece of debt is on the balance sheet.

Which is also why you may see the debt level a little bit higher for the end of the quarter as we didn't fully factor in that that would be fully consolidated, even though we did a third-party sale of the first half debt..

Got it, okay. Thanks, guys. I appreciate it..

There are no further questions in the queue. I will turn the call back over to Mr. Dean Choksi for closing remarks. Please proceed..

Thanks, Stephanie, and thank you for joining us for today's earning call. Have a good day..

Thank you for participation in today’s conference. This concludes the presentation. You may disconnect and have a great day..