Robyn Friedman - Vice President, Investor Relations Todd Owens - Chief Executive Officer Richard Petrocelli - Chief Financial Officer Ivelin Dimitrov - President and Chief Investment Officer.

Terry Ma - Barclays Doug Harter - Credit Suisse Christopher Nolan - MLV & Co. Doug Mewhirter - SunTrust Robert Dodd - Raymond James Casey Alexander - Gilford Securities Jonathan Bock - Wells Fargo Securities.

Good day, ladies and gentlemen, and welcome to the Second Quarter 2015 Fifth Street Finance Corporation Earnings Conference Call. My name is Dennis and I’ll be your operator for today. At this time, all participants are in listen-only mode. Later, we will conduct a question-and-answer session.

[Operator Instructions] As a reminder, this call is being recorded for replay purposes. I would now turn the conference over to Robyn Friedman, Vice President of Investor Relations. Please proceed..

Todd will provide an overview of our results and outlook, Ivelin will discuss the market and Rich will summarize the financials. Then we will open the line for Q&A. I will now turn the call over to our CEO, Todd Owens..

Thank you, Robyn. For the quarter ended March 31, 2015, FSC generated $0.19 of net investment income per share, which covers our quarterly run rate dividend of $0.18 per share. As expected, our marks quarterly net investment income per share was lower than the $0.23 of net investment income per share we generated in the December quarter.

As we said on our last call, our December quarterly earnings were well above steady state due to seasonally high originations and above target leverage levels.

In contrast, during the March quarter, we took advantage of the seasonally low origination environment to manage our leverage to 0.7 times within our target range of 0.6 times to 0.8 times debt-to-equity. Additionally, we are pleased to report that the credit profile of our portfolio was stable this quarter.

There are no additional loans that have been placed on non-accrual, with the exception of Edmentum, which we previously stated would move to non-accrual in the March quarter. Since the end of this quarter, Edmentum has signed the restructuring agreement and we’re comfortable with the carrying value on this asset.

We are pleased that we both reduced our leverage and covered our dividend this quarter. As I stated in February, we have set our dividend at a level that we believe should consistently be covered by our sustainable net investment income.

We feel comfortable with our current dividend level and we continue to believe that last quarter’s dividend reduction was an important step in putting FSC on a sustainable path into the future.

Additionally, as we stated last quarter, we hope that over time we can use earnings in excess of our regular dividend for a variety of purposes including special dividends and buybacks. During the March quarter, we continued FSC’s strategic review and realignment to focus on driving strong sustainable performance for our shareholders.

As a result of the ongoing strategic review, we have taken additional steps to optimize performance at FSC.

These steps include reducing our regulatory leverage from 0.83 times to 0.75 times debt-to-equity and addressing a proposed amendment to our investment advisory agreement with Fifth Street Asset Management’s board, which would have the effect of reducing management fees on prospective equity capital raises.

As part of our strategic review, the FSC management team and board of directors has proposed to our external manager that our investment advisory agreement be amended to reduce management fees related to future growth.

By reducing fees on prospective equity capital raises, we are creating operating leverage and allowing our shareholders to benefit from economies of scale as FSC grows. Under the proposed framework, all investors, whether new or existing shareholders, would share equally on the benefit of the fee reduction regardless of when they invested.

We continue to work through the details of the amendment to our advisory agreement and we expect to provide additional information to shareholders with final details before the end of the June quarter.

The initiatives we mentioned today, as well as others that we continue to evaluate, are part of the broader plan initiated earlier this year to deliver improved returns to FSC shareholders over the long-term.

Although, we’ve made progress on our strategic review, the process is ongoing, and we anticipate announcing other findings from a strategic review over the balance of this year. I would now like to turn the call over to our President and Chief Investment Officer, Ivelin Dimitrov, to discuss the portfolio and market dynamics..

Thank you, Todd. From an overall marketing standpoint, the March quarter was characterized by softer M&A activity as private equity firms exhibited greater deals of activity, which gets widened the bid/ask spread.

As a result, middle-market issuance was off to a slower start during 2015 with sponsored loan volume at $9 billion through March 31, 2015, which is the lowest quarterly figure in five years.

Specifically, in regards to the Fifth Street pipeline, we did not have any deals led from the December to the March quarter, which contributed to lower-than-expected origination volume. Since the end of the March quarter, we have seen our deal pipeline grow and middle market loan activity increase.

Additionally, as a sponsor-backed middle market origination platform, we have seen several benefits since news broke that GE Capital will be selling most of its assets, including a $16 billion sponsor-financed portfolio.

GE Capital is a low-cost, strong competitor within the middle-market sponsor-backed landscape and its exit should provide additional opportunities for us and our peers. GE Capital’s announcement has created substantial uncertainty within the market.

As a result, sponsors and clients are less willing to award mandates to GE Capital and are more willing to pay out the lenders, such as Fifth Street, a higher yield for certainty of closing.

In addition to new transactions, we are receiving inbound calls from companies in our existing book of business who are looking to refinance in order to decrease their exposure to GE Capital. Lastly, we are receiving resumes and interviewing very talented individuals who may leave GE Capital.

This dynamic and the exit of one of our largest competitors provide Fifth Street with an opportunity to take market share. In regards to our own port folio, we feel comfortable with the credit quality and believe that FSC maintains a strong and diversified portfolio of investments.

We feel good about our portfolio’s conservative positioning as we have continued to migrate the portfolio into more senior secured instruments and limit our exposure to cyclical industries. At March 31, 2015 investments in the energy sector accounted for 1.8% of total investment to fair value spread across three portfolio companies.

We ended the March quarter, invested in a diverse group of loans across 137 portfolio companies. During our most recent portfolio review process, as we’ve predicted on our last earnings call, we placed Edmentum on non-accrual. The four investments there on non-accrual comprised 2% from our total portfolio at fair value as of March 31, 2015.

Additionally, FSC’s joint venture with an affiliate of Kemper Corporation continues to perform well generating a 16% weighted average annualized return on FSC’s investment during the March quarter.

As of March 31, 2015 the joint venture had $308 million of assets, including investments in the range of one-stop and senior secured loans to 27 portfolio companies, an increase from $265 million of assets at the end of December.

To match the previous increase in FSC and Kemper’s equity commitment from $100 million to $200 million, we are in the process of expanding our existing credit line for the joint venture and expect to increase it from $200 million to $400 million.

I would now like to turn the call over to our Chief Financial Officer, Rich Petrocelli to discuss our financials in more detail..

Thank you, Ivelin. We ended the second quarter of fiscal year 2015 with total assets of $2.7 billion, a decrease of $64 million from the second quarter of fiscal year 2014. Portfolio investments totaled $2.5 billion at fair value, which were spread across 137 companies at March 31, 2015.

At the end of the March quarter, we had $115 million of cash on our balance sheet. Net asset value per share was $9.18 at the end of the March quarter, compared to $9.17 at the end of the December quarter.

The increase in NAV was driven by net investment income in excess of dividend distributions and spread compression partially offset by modest additional fair value markdowns. For the three months ended March 31, 2015 total investment income was $68.2 million.

Net PIK, PIK accruals recorded in excess of PIK payments received represented only 4.6% of total investment income. Net investment income was $29.5 million for the quarter. We believe we are conservatively positioned, relative to our peers with over 94% of the portfolio at fair value consisting of debt investments.

80% of the portfolio invested in senior secured loans, 74% of the debt portfolio consisting of floating rate securities and no CLO equity at quarter-end. The credit profile of the investment portfolio continues to be solid as 98% of the portfolio at fair value was ranked in the highest one and two categories.

The weighted average yield on our debt investments has declined quarter-over-quarter from 10.4% to 10.7%, including the joint venture return with the cash component of the yield making up 10.0%. The average size of a portfolio debt investment was $21.4 million and the average portfolio of company EBITDA was $32 million at March 31, 2015.

Our top 10 portfolio company investments represent 29.2% of total assets. I will now turn it back over to Robyn..

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

Sure. [Operator Instructions] Our first question comes from Terry Ma with Barclays. Please proceed..

Hey guys. So, we’ve heard several BDC’s talk about how the exit of GE Capital will benefit their business.

Can you maybe just give some incremental color on how FSC could benefit, whether it’s from wider investment spreads from such a large vendor exiting the middle market or just gaining share in certain verticals that GE may have been strong in historically?.

Thanks. It’s Ivelin Dimitrov.

A couple of things I think we mentioned in our prepared remarks, but one thing we are definitely seeing in our business right now is when we are competing against GE, we’re able to win incremental business at spreads higher than where GE has proposed and the color we are getting from our clients is at this point they are not sure what’s going to happen with the GE book and the people there and they just don’t want to take that risk.

So, they’re willing to pay us a premium. They don’t need us to get to the same place where GE is. They know we’re not going to have the same cost of capital. But as long as we can provide the certainty of close and get the deal done for them, that resonates in the marketplace.

In the flip side, we lost deals to GE over the last few years; I mean they represent a huge portion of the middle market. And so, a lot of those companies that financed their deal with the help of GE or the GE-Ares partnership, they’re coming back to us and saying, we’re doing an add-on acquisition or we have some transaction in the works.

It would be great if you guys will consider proposing something here just to help us remove the uncertainty risk with whatever happens with GE. So, we’re seeing it on a number of levels, we’re seeing it with increased spreads on our deals, and we’re seeing it in additional deal volume..

Got it. And I think in your prepared remarks you mentioned you have seen more activity in the middle market since the end of the quarter.

Can you maybe just remind us how you’re thinking about capital for new investments given your leverage ratio is, I think, pretty close to the high end of your range?.

Yeah. So we managed our leverage ratio down in the March quarter and are at 0.75 times debt-to-equity on a regulatory capital basis. Our stated range - our target range is 0.6 times to 0.8 times, so we are within the range, although closer to the top than the bottom of the range.

We’d like to maintain those regulatory capital ratios within those ranges, and that’s our intention. I think the December quarter, in some ways was anomalous because so many of our transactions actually closed in December as opposed to historically some of those slipping into the March quarter.

But as a general matter, we are trying to manage our leverage levels to the 0.6 times to 0.8 times. And given where we trade today and the inability to raise incremental equity capital, what that means is that we are recycling dollars that are coming out of the portfolio in the normal course in terms of refinances, redemptions, and so forth.

And that’s what we did this quarter, while managing the leverage levels down, and that’s what we will do going forward as well..

Okay. Got it. Thank you, and that’s it from me..

Thank you..

Our next question comes from Doug Harter with Credit Suisse. Please proceed..

Thanks.

Can you talk about the difference between what sort of a PIK non-accrual and a cash non-accrual would be and kind of what led to the changes there in the quarter?.

Sure. This is Rich. The certain loans have a PIK interest, as well as cash interest. And if we are currently receiving cash interest, we will accrue the cash interest. It’s that simple.

And then as far as the PIK is concerned, we have to make a decision when we go through valuation process and we review our portfolio depending on how we view the ultimate collectability of that PIK. We will either accrue it or not accrue it..

Got it.

So the fact that they went to cash non-accrual meant that the loans were not paying in the quarter?.

Yes. So Edmentum, for example, we received cash interest in the December quarter, so we accrued it. In the March quarter, we did not, so we did not accrue it..

Got it.

And then you mentioned that Edmentum that they have restructured post quarter-end?.

That’s since been restructured and we’ll reevaluate the new security and whether to accrue the interest or not in the June quarter..

Got it.

Should we expect any gain or loss on that restructuring?.

It should be – at this point we don’t see it coming out much different than where it’s currently value..

Yeah. As we said – it’s Todd. As we said in the script, we feel good about the carrying value today of Edmentum..

Okay. Thank you, guys..

Our next question comes from Troy Ward with KBW. Please proceed..

Great, thanks. Quick question on the SLF. Just looking at the portfolio which was included in the Q, obviously the loans you took off that you shared with the SLF from the Fifth Street balance sheet has considerably higher yields in it.

So as the new loans get put on there, it looks like they are around 5.5, 6 in the loans from the Fifth Street balance sheet or call it 8.5 somewhere in there.

What should we expect from the yield going forward on the overall SLF? Should we expect those yields to continue to come down as you continue to add new assets?.

Troy, it’s Ivelin. So the SLF, the credit portfolio we have in place with Deutsche Bank is a structured facility that gets governed by a number of different metrics. And in order to optimize the leverage there to get the full benefit of the leverage, we have to target a specific type of asset mix.

And sometimes, that means we have industry baskets as you know and we have other requirements. And so in terms of putting together the target mix, we sometimes have to deploy assets.

They are a little bit lower yield but fit nicely within the metrics of the vehicle and allow us to optimize the leverage to combine them with some of the more originated assets with a platform that have a little bit higher yields. So our goal is to keep pretty much the same mix going forward.

Right now, as you know, we have the benefit of some of the legacy assets there, the highest spreads they come off or have to replace that. But we’re cognizant of that and we’re making the necessary modifications to the loans we put in.

Frankly, the spreads we’re seeing today are not – I mean, the broader market is tied, but in our middle market, we’re getting the benefit of not as much competition these days for the target loans. And giving the benefit of people paying for the certainty, of course our one-stops are holding the yield that we’ve had in prior quarters.

And we think we’ll be able to replace it and drive to the same or similar dividend profile that we have so far..

So you think with the growth despite having to add lower-yielding assets, do you think you can keep the yield to Fifth Street around 16%?.

Yes. The vehicle right now is fully funded. So we have a new equity commitment that we’ve allocated to the vehicle that we haven’t drawn on yet because we’re in the process of upsizing the leverage. But the vehicle today is in a maintained and improved mode.

Any new asset that comes in replaces something that comes off, and we try to target a similar risk-reward profile. So, so far, we’ve been successful and the market seems to be moving in our direction with certain assets. So, so far so good..

Okay. And, Ivelin, in your prepared remarks, in speaking about the GE opportunity, and Terry followed up on it with a question as well, two of the phrases you used is your ability to take market share and more senior investments.

And clearly, that’s been the mantra for Fifth Street for several years, is you continue to take market share, which means growth, and you continue to do more senior investments. But the income, as a shareholder, just hasn’t been there. I mean, there’s no two ways about it. It just hasn’t been there.

The growth has not translated to shareholder value, more senior assets. It’s not translated to more income because of the high fees. So, as you look forward, what can you do to increase the ROE and increase the return for shareholders going forward? You talked about lowering the overall leverage. You’re at the high end. That doesn’t help.

But although I agree with that choice, just speak broadly how are you going to increase the ROEs for shareholders if you continue to focus on taking market share and doing more senior assets?.

Yes. I think that’s a very good question. It’s something that we talk about at our management committees every single time, and it’s a twofold answer. On one hand, there’s things we can do on the asset side and on the capital structure side. I think the folks on the SLF, on the JV, I think you’ve seen that produce the results as we promised.

It took us a little bit longer than we expected. But that vehicle is becoming a meaningful driver to our earnings in the senior loan assets, in the assets that we’re able to originate and really share a nice risk adjusted return there. These days in the middle market, if you chase [indiscernible] with adverse selection.

And those are the things that we’ve seen the last time around, caused people to go out of business. So, we try to be prudent on the front-end, be conservative on the asset selection side and make sure we had the vehicles internally to optimize those assets.

But also, we have initiatives on the capital side as well and I think that’s what Todd talked about earlier..

Yeah. I would just – at a high level. It’s Todd. I think one of the big levers we have to pull is to increase the size of the JV which we are working on accomplishing or to have additional JVs. Again, that’s one of the things that we’re working on. I think we are trying to manage down our borrowing costs.

And we’re looking to take advantage of some of the favorable market dynamics that we see to improve our yield without taking incremental risk. I think it’s probably the wrong time to be adding a lot of risk into the portfolio, given where we are in the credit cycle..

Okay. And then one last one. The information in the release, and then you talked about changing the fee structure. It really feels like kind of like, we’ve seen where folks talk about buying back stock and then never do it.

The reality is, the incremental fee, waiver that you’re willing to do or change the fees, it doesn’t benefit the shareholder at all unless you’re allowed to grow. And first of all, why would the shareholder allow you to grow, i.e. put your stock price above book value. Given the past performance, it’s kind of a chicken in the egg.

I mean, you have to do something for the shareholder to ever be allowed to grow, in my opinion, and yet there’s not going to be any shareholder benefit, only on incremental growth. So how does the board view that? I mean, how do you view that? I mean, there’s no benefit for the shareholder in changing the fees on incremental growth..

Look, to me – it’s Todd again. I think there are two separate questions that you’re addressing. I actually do think that there is a benefit to the shareholders to have a fee structure that enables us to share the benefits of scale going forward by reducing the management fees on incremental capital raises, and that’s what we’re talking about.

I think and although we are a long way away from trading above NAV, as you just pointed out, I think that this is the right thing to do and it’s the right leverage to build into the model at this point in time. I think the separate question you ask really comes back to the question of how you drive ROEs, and I feel like we acknowledge the point.

We think about it a lot, and the levers that we are trying to pull are the ones that we just described..

Great. Thanks, Todd..

Thank you..

Our next question comes from Christopher Nolan with MLV & Co. Please proceed..

Hello..

Hi, Chris..

Hey, Todd. Sorry about that phone problems.

A quick question, do you have any outlook in terms of the rollout pace for the SLF in the coming quarters?.

This is Ivelin again. We’re in the process of upsizing the leverage. Our current leverage line with Deutsche Bank is fully funded, and the SLF is fully invested at this point. As you know, we have an incremental equity commitment that we expect to fund as soon as we obtain additional leverage. We’re in the process right now of obtaining that.

And so we expect to sign up something expeditiously and get it going. It took us a little bit longer to deploy the first time around, but I think the second time, given that we already have a ramped-up pipeline and assets that should save the SLF, we expect to move a little bit faster on that, but that’s our main focus these days..

Okay.

So it’s really contingent on the pace of just increasing the credit facility size, correct?.

Correct..

Follow-up question would be, Todd, I think in your prepared remarks, you mentioned the possibility of using the excess spillover income for buybacks, if I understood you correctly.

What’s your preference in – what is the current thinking of management in terms of special dividend rather than buybacks?.

Yes. So what we said was and recognizant of the fact that the excess was a $0.01 this quarter, but notwithstanding that, our intention is to return the excess earnings either in the form of a special dividend or a buyback. We continue to debate and discuss a potential share buyback.

I think a special dividend would be an end-of-the-year-type event, if we go that direction and we continue to evaluate the appropriate course of action on the share buyback front..

Great. Thanks for taking my questions..

Thank you..

Our next question comes from Doug Mewhirter with SunTrust. Please proceed..

Hi, good morning. Just a question on the yield.

With the larger number of exits or relative to originations this quarter, how much of it was just sort of the natural flow backs or did you also do some selected sell-downs either maybe get out some lower yielding assets or just sort of hit that target?.

This is Ivelin. We absolutely did that and that’s something we do on an ongoing basis. But in the March quarter when things were slow for everyone, there weren’t a lot of deals out there. We found out that other people like some of our assets a lot better than we did.

So, we’re able to proactively sell certain of our exposures in certain assets in which the yield was substandard for us and rotate those assets into a higher yielding deals. So, we do it on an ongoing basis, but the March quarter was very opportunistic in that regard..

Okay. Thanks for that. And regarding your fee income, it was a little late in the quarter. I assume it was a function of originations being so low. I imagine a lot of that would be sort of syndication fees.

So, I would assume that to the extent that your fee income going forward would tend to track the amount of originations or growth originations that you have in any given quarter or is there any other factors that are hanging on that..

No, no, you’re right. The originations in the March quarter were seasonally low. And in fact, as Ivelin commented in his section, the March quarter was lower than it’s been in past quarters.

And as I commented in my section, the December quarter actually had very strong originations and that’s part of the reason why the earnings in that quarter were higher. So, yes, you’re talking about it the right way..

Okay. Thanks. That’s all my questions..

Thank you..

Our next question comes from Robert Dodd with Raymond James. Please proceed..

Hi, guys. On leverage for a second, have you received – obviously, 0.75 times is in the regulatory range you want to stick at, but all-in you’re at 0.91 times.

Have you had any feedback or discussions with your rating agencies? Because obviously you’re talking about wanting to manage your cost of leverage down and from what we’ve heard, obviously, 0.91 times is a bit above what S&P likes to see, for example, for BDC at investment grade.

So is there an appetite for you to actually lower overall leverage so that your all-in is more along that line of 0.85 times or something like that?.

Look, our stated range on leverage is 0.6 times to 0.8 times debt-to-equity. That’s a regulatory ratio, as you pointed out in your question, and we’re going to manage the business to those levels. You can go back and look at what Fitch and S&P said, and in each case, they expressed some concerns over the overall leverage levels.

And we managed those down in the March quarter, and it’s our hope that we’ll continue to operate. It’s our intent to operate within those targeted range that we described. And so, that’s how we think about it..

Okay, got it, thanks. On the other thing as well, between special and stock buybacks, I mean, can you clarify the thought there? Obviously, a buyback, while it does return capital to shareholders, is not a distribution that fulfills the income distribution [ph] of the climate sort of wick, so it doesn’t reduce your spillover.

Not that obviously there’s a lot of spillover at this point.

So, strategically, can you just address that process that obviously a buyback does return excess capital, but does not return spillover income to shareholders? And, obviously, that’s a tax law and how you plan on balancing those two issues?.

Yeah, that’s a good question. I think the point that we’re trying to make as a general matter is that we want to over-earn our dividend on a consistent basis and that we will find appropriate ways to return that profitability to our shareholders.

I think, as you correctly pointed out, the most obvious and cleanest way to do that is through a special dividend. But there are degrees of flexibility around the tax laws and rollovers that would allow us some flexibility on the share buyback front as well and if we head that direction, that’s what we would rely upon..

Okay. Got it. Thank you..

Thank you..

Our next question comes from Casey Alexander with Gilford Securities. Please proceed..

Hi. Good morning. Two questions, first of all, it looks like TransTrade and Phoenix are the ones that encompass bucket number three. And this is the first time I can remember that bucket three has a leverage ratio that can’t be calculated or was not meaningful.

Is there something different about those two securities that allow them to stay in bucket three rather than migrating down to bucket four given their leverage ratios?.

No, I don’t think that the underlying businesses had really changed significantly quarter-over-quarter at TransTrade and Phoenix. So, they still meet our characteristics for category three..

Okay. Secondly, and I know Troy asked this, but I’m going to ask this in a different way. The reduction of management fees on new equity raises, it seems to be at least in part some admission that past raises haven’t been as successful for shareholders as it has been for the management companies.

So why not extend the fee reduction to the existing portfolio, which arguably would lead to better investment income coverage of the dividend, improve dividends and give you the opportunity, again, to improve dividends and/or higher share repurchase programs, which could in turn lead to better stock performance and get FSC back to the point where they can raise new equity?.

Look, I think - as I said before when Troy asked us a question in a similar way, we like the idea of and are working toward this goal with our manager of reducing the fees on prospective capital raises for the reasons I stated before, which is to improve operating leverage if and when we get into a position where we can raise capital.

And so that is really the goal of the announcement that we made today.

I think the levers that we have and are focused on again are the ones that we enumerated earlier, which we hope would lead to ROE improvements and among them are some events we said before, which is to grow the JV to explore additional JVs to drive additional operating income, to find ways to lower our funding costs and therefore our operating performance going forward.

So those are the levers that we are focused on today, but we think going forward from the scale that we’re at today, it makes a lot of sense prospectively to have a lower fee structure..

All right. Thank you for taking my questions..

Thank you..

Our next question comes from Jonathan Bock with Wells Fargo Securities. Please proceed..

Good morning and thank you for taking my questions.

Ivelin, quickly, just one vertical part of the breadth and depth of this history platform was you’re operating a number of different verticals, whether it’s aircraft finance or HFG, et cetera, just curious where you stand with the venture lending vertical today and that effort?.

Yeah. That’s a very good question. We go through that analysis ourselves as in the process of allocating capital at FSC. The venture space is pretty interesting. Primarily, we’re focused on technology venture deals. We haven’t really been active in life sciences and - or clean tech, it’s not a space we understand very well.

But in technology, there was an interesting phenomenon the last six months of last year, and some of it has spilled over into this year, when venture capital forms, some of them are in the early stages of their development.

They’re able to raise equity at a price that’s lower than the price of our venture that - and when you see that happening, it’s pretty interesting and it just leaves you to believe that this is a space that’s getting overcrowded, and too many people are chasing those deals.

We’re looking at a deal recently that we liked, and other people are proposing on that deal just for the benefit of being able to buy equity in the next round. And from our perspective, that’s pretty crazy. And so, we’ve been very selective. There’s a couple of deals we are looking at opportunistically.

Usually, it has to deal with a story that we support somewhere else around the platform. So, for example, healthcare IT has been a sector that we supported on the middle market side and also on the venture side. We like some of the solutions that companies are putting together in that space. And so we’ve been very selective.

I think things will turn and will get more active again, but for the time being, we’ve chosen to be a little bit more conservative there..

I appreciate that, Ivelin.

So, being more selective but I guess the next question would be, are the same folks that you hired to build out the venture lending platform at Fifth Street still employed at the external manager today?.

We kept some volatility in the ranks there, but substantially, all of them are still in employed I would say, 49%. We have an office in [indiscernible] operational and we’re able to look at a lot more deals these days just because of being able to be in the market. We put a lot of tombstones.

We put a lot of thought pieces and so we get a lot of things shown to us..

Okay. I appreciate that. Second leverage, Todd when you talk about the reduction of leverage to 0.75 obviously lowers risk, but also lowers ROE.

Curious given that there is commentary coming out from the Securities and Exchange Commission on the desire of regulatory folks to have those unfunded commitments put in there that regulatory, debt to equity ratio.

For a venture lender, it would make sense perhaps to exclude them from such an item as it relates to the fact they have milestones that need to be achieved in order to draw down that capital and that arguments being waived.

But here at Fifth Street, we noticed that you do have a sizeable amount of unfunded commitments almost to the point where your debt to equity today would be at 0.98.

So how do you think about growth even at this leverage point and the need to perhaps delever more given the sizeable amount of unfunded commitments you have in the market companies that may have less restrictive or less constraints on their ability to draw down in an environment and with the commission taking a much harder look at unfunded commitments as your regulatory debt-to-equity ratio..

Jonathan, it’s Todd. Look, that’s a very good question. We are aware of SEC focus on this issue. We think that it’s appropriate to have these revolvers treated as they’ve been treated in the past but we’re watching this very closely. I think that this is a big issue for the industry as a whole.

Right now, we are not anticipating any change there and we are not adjusting our approach to regulatory leverage levels. But we are watching that closely, and I think it’s a good question to ask and I think it’s a focus – it will be a focus of the industry as we go forward here..

And just trying to understand the ability of draw-downs on your [indiscernible] revolvers, are there constraints on companies’ ability to draw down that capital subject to milestones or obviously phase 1 drug, it’s phase 2, et cetera? What are the constraints placed on those companies’ ability to draw down that capital in an event we had a liquidity crisis?.

Yeah. So this is Ivelin again. I think it’s two separate issues. On one hand, we have a lot of our unfundeds, and I’m not sure we should be referring to the odds, but we have a lot of borrowing-base-type revolvers that we provide, as we provide loans to middle market companies.

Those are either borrowing base or subject to some financial covenants the company’s frankly used for the regular working capital needs. I think the issue that most people have been focusing on, and I think that’s what you’re referring, is the delayed draw facilities provided to venture capital companies.

And the way those work, in order to be able to draw the next stage of financing, you have to be able to provide meaningful growth in your business. So you see that tied – for example, software business, you’re tied to a certain number of monthly recurring revenue growth that you need to show quarter-over-quarter.

So, if you’re not able – revenue growth that you need to show quarter-over-quarter. So, if your business is struggling, you’re not able to show that number, you’re not going to be able to draw incremental funding. We don’t have those type of facilities, though.

We have maybe two or three of them across the portfolio, most of our unfunded are borrowing base or leverage based revolvers..

Appreciate that color. And then, lastly, just following up on the distinguished Mr. Ward’s question, just as it relates to the fee reduction, obviously it’s a first step and applaud you in recognizing that there can, Todd, be the benefit of scale shared with your shareholders as the company grows.

Of course, that’s predicated on being able to grow in the future. And so, absent the ROE discussions that you’ve mentioned, absent this, there is one outstanding item as it relates to [Audio Gap] that restricts institutional and even retail capital flow into the shares of FSC.

And that is the ability of your external manager to earn NOI incentive or we’ll call them outperformance fees while you have realized losses.

And just noting that, I mean, I think, September or today, I think, we’ve got over $170 million worth of net realized losses on the balance sheet, how do you think of true alignment in that sense, and do you believe that is an important item to rectify in order to bring the shares closer to NAV parity because it just can’t be about the earnings, right? The market is already telling you that today.

It’s something about a management team’s ability to be truly aligned with their shareholders that creates that degree of institutional trust.

And so what’s the view you and the board take in rebuilding that institutional trust lost if you still maintain a performance fee that pays out performance fees regardless of whether credit losses persist?.

Jonathan, it’s Todd. You’ve covered a lot of ground with your question. I appreciate the question there. I would say a few things. Number one, we feel comfortable with our overall fee structure.

We think it’s consistent with many if not most of the others in the industry, but I think your broader point is one – and again, I don’t want to keep repeating myself, but your broader point is a good one.

And we are continuing to think about and explore ways of creating better alignment of interest with our shareholders – between our shareholders and our management company and between frankly the officers and employee – the officers, I should say, of FSC.

And so there are a number of ways you can think about that and we are discussing and debating many of them..

And you took a positive first step. I’d argue the market sees it as a step forward, a bit incomplete without the true alignment being fixed, but a positive step nonetheless. So thank you for taking my questions..

Thank you very much, Jonathan..

We have no additional questions. I will now turn the call back over to management for any closing remarks. Please proceed..

We just want to thank everybody for dialing in and your continuing interest in our company. We appreciate your time..

This concludes today’s conference. You may now disconnect. Have a great day, everyone..