Good day, ladies and gentlemen, and welcome to the Q3 2012 Fifth Street Finance Corp. Earnings Conference Call. My name is Andrew and I will be your operator for today. At this time, all participants are in a listen-only mode. We will be conduct a question-and-answer session towards the end of the conference. (Operator Instructions) As a reminder this call is being recorded for replay purposes. I would now like to turn the call over to Dean Choksi, Senior Vice-President of finance and Head of Investor relations. Please proceed, sir.

Good morning, and welcome to Fifth Street’s third quarter earnings call. My name is Dean Choksi and I’ve recently joined Fifth Street as a Senior Vice-President of Finance and Head of Investor Relations. In my first few weeks, I’ve been extremely impressed by the quality of the team and the platform and look forward to meeting our shareholders and analysts. This conference call is to discuss Fifth Street Finance Corp.’s third fiscal quarter ended June 30, 2012. I’m joined this morning by Leonard Tannenbaum, Chief Executive Officer; Bernard Berman, President; and Alexander Frank, Chief Financial Officer. Before I begin, I would like to point out that this call is being recorded. Replay information is included in our July 12, 2012 press release and is posted on our website www.fifthstreetfinance.com. Please note that this call is the property of Fifth Street Finance Corp. Any unauthorized rebroadcast of this call in any form is strictly prohibited. Today’s conference call includes forward looking statements and projections and we ask that you refer to our most recent filings with the SEC for important factors that could cause actual results to differ materially from these forward-looking statements and projections. I will now turn the call over to our CEO, Len Tannenbaum.

Thank you. We’re excited to have Dean as our Senior Vice-President of Finance and Head of Investor Relations. Dean is our formal analyst at UBS, where he covered both BDCs and mortgage rates. I encourage you to reach after him, and learn about Fifth Street BDCs. U.S. and European Union governments face an immense fiscal challenge. Its deficits continue to rise. A handful of EU governments are starting to cut spending after being required to do so, by bond markets and regulators. On the other hand, U.S. deficit spending is benefiting from record low interest rates courtesy of central bank’s quantitative easing and investor’s flight-to-quality assets. But how long will this last? Polarized Congress, White House are avoiding the difficult positions on taxes and spending. The lack of compromise is creating a dysfunctional environment in Washington, with the Senate unable to pass a proper budget in over three years. But the markets will soon focus on the upcoming fiscal cliff, which we believe will not be addressed by Congress and the White House until 2013. All of this uncertainty makes long-term planning difficult for investors and business owners. At Fifth Street, we are navigating this volatile environment by focusing where we have a competitive advantage. Our reputation, having the ability to offer a one-stop product, larger hold size and the ability to grow the platform companies to manage a premium in the market. However, the abundant liquidity in the capital markets is increasing bank competition in first lien loans and leading to overall higher purchase multiples. As a result, we are seeing greater value at middle and upper-middle mezzanine loans and anticipates steering our portfolio mix slightly towards mezzanine with a new broader target range of 60% to 80% first lien loans, a change from our 70% to 80% previous…

Thanks Len. On May 15 we officially received our second SBIC license. This license along with the leverage commitments we also received allows us to issue $75 million in SBA guaranteed debentures. That is an addition to the $150 million in debentures we issued pursuant to our first license. We’ve begun investing a regulatory capital for the second license and we expect to begin utilizing the leverage for the second license in the near future. Based on current rates, the interest rates for the new debentures would be even more favorable than the rate on our existing leverage. This should have a positive impact on our earnings as we utilize the leverage. We’ve not made any structural chances to our Sumitomo, Wells Fargo or ING-led credit facilities since the last earnings call. But we do continue to grow our investment bases and to ramp up the facilities. At June 30, 2012, our leverage increased to 0.42 times debt-to-equity, excluding SBA debentures and we had over $350 million of remaining investment capacity still available for deployment. Net investment income should benefit in future quarters from higher leverage, better utilization of our multiple credit facilities and potentially negotiating more attractive terms from our lenders. I’m now going to turn it over to our CFO, Alex Frank.

Thank you, Bernie. We ended the third fiscal quarter of 2012 with total assets of $1.3 billion, an increase of $231 million or 21% over the year ago period, reflecting growth in net new originations and the strength of our business platform. Investments were $1.2 billion at fair value and we had available cash on hand of $106 million. Our quarter-end cash balance was unusually high, since we held cash in connection with the funding of investments that closed at the beginning of our fourth fiscal quarter. Net asset value per share remained stable at $9.85 versus the prior quarter NAV of $9.87. For the three months ended June 30, 2012 total investment income was $41 million. Payment-in-kind interest remained a low percentage of total income, at $3.9 million for the quarter or 9.6% of total investment income as compared to 11% for the year ago period. Net investment income per share increased 8% to $0.27 for the quarter as compared to $0.25 in the same quarter of the previous year. Turning to the portfolio performance, all three of our debt investment exists were at or above par, at an average price of 102% of par. The value of our portfolio was stable and we did not have any material realized or unrealized gains or losses in the quarter. The weighted average yield on our debt investments decreased slightly to 12.1% at June 30, 2012 versus 12.4% in the prior quarter. The cash component of the yield decreased 0.2% in the quarter to 10.9%. The average size of the portfolio investment was stable at $19.3 million. We originated $220.6 million in investments in the quarter, in 10 new and six existing portfolio companies, bringing the total companies in our portfolio to 76 at June 30, 2012 versus 60 a year…

Thank you, Alex. Before I open the lines for Q&A, I would like to remind everyone that for the months Fifth Street does not report quarterly earnings, we generally released a newsletter. If you would like to be added to our email list and receive these communications directly, please call me at 914-286-6855 or send a request email to ir@fifthstreetfinance.com. Thank you for participating on today’s call, Andrew, please open the line for questions.

Thank you. (Operator Instructions) Okay the first question we have comes from Greg Mason of Fifth Street Finance Corp. Please proceed. Greg Mason – Fifth Street Finance Corp: Great and good morning, and before I ask my question, I just want to add, I appreciate the comments on utilizing the leverage and growing earnings before raising equity, we think that’s a key part of the story. Len, I was kind of surprised about your comments on the banks getting more aggressive and you’re shifting your focus slightly more to mezzanine. I was curious if you could give us a little more color exactly what you’re seeing there and if leverage multiples are going up because of the banks, why do you think mezzanine is the place to play in that scenario?

First, thanks for the question, but I just want to point out that Greg is from Stifel, Nicolaus and not from Fifth Street. Greg, I think what we’re seeing, when you talk about mezzanine in the middle and upper middle market, you’re talking about the spread over to first lien and when the banks are being very aggressive, they’re doing deals at LIBOR 400. And if the senior is priced on a typical deal it’s 3.5/5, so 3.5 turns of senior, 5 turns of total leverage. And we just don’t do deals as they do. Some deals are stretching to 5.5 and 6; we’re just not doing them, typically. We’ve seen some of our competitors reach for yield and take too much leverage; we’re just not doing that. But the mezzanine piece, the 1.5 turns of mezzanine in $20 million EBITDA business, is a lot safer than the mezzanine in $5 million EBITDA business. And as we moved up market, we feel much more confident that the mezzanine is a better risk adjusted return. But the way we view this, it’s a good question, it’s kind of interesting. It’s the spread over the first lien. So if the first lien is at LIBOR 400 and the mezzanine is at LIBOR 1000 or LIBOR 1100, that could be a good risk adjusted return rather than being a LIBOR 400 (inaudible). While the first lien is at LIBOR 600 and much less willing to do 12% or 13% mezzanine. So we’re seeing the first lien (inaudible) is providing a lot of extra cash for the company, which allows and support the mezzanine a lot better. Greg Mason – Fifth Street Finance Corp: Great and then as you talk about you’re getting bigger, you are moving up-market a little bit, we’ve obviously seen at some point getting too big or moving too high up-market doesn’t work, Apollo tried that strategy. Where do you think you go from moving to bigger companies is okay, versus you get too big and if the market just becomes too competitive...

So we’re... Greg Mason – Fifth Street Finance Corp: ...what account for you for that line?

We are all the way through the – yeah, up it’s down to the lower middle market, the middle market and the upper middle market. At our size, the great part about sort of being at $1.3 billion in assets, about $815 million of equity is we can go both ends of the market and go wherever the best risk-adjusted returns are. We believe that we’ll start losing that flexibility to go up and down market at about $1.5 billion of equity, $2.5 billion of total assets. And I’ve been pretty consistent saying that over the past three years, and I – as we now are in the sweet spot, are really – it’s really nice to do – or we’re doing $10 million mezzanine loan that goes in the SBA that’s yielding 14%, kind of great industry with a good sponsor. And we’re also doing a piece of a very large mezzanine loan, with $40 million EBITDA. So we can go both ends. And that flexibility is just great. But if actually, you’re right, we do lose it, but we are quite a bit to grow before we can lose that. Greg Mason – Fifth Street Finance Corp: Great, thank you guys.

Thank you. And the next question comes from Stephen Laws, Deutsche Bank. Please proceed. Stephen Laws – Deutsche Bank: Hi, good morning. Nice originations during the quarter and thanks for the visibility with the dividend. I’m trying to get a little bit better idea looking at kind of net portfolio growth. You talked about a normalized kind of pay down or exit level of $25 million to $75 million. Is there any seasonality in that or any kind of one-time events you guys see can see it in the portfolio that we should think about as we look to grow our portfolio to targeted leverage level?

So, I think besides being a little bit of line sighted in the first, a couple of quarters ago with very high repayments; we really do have some forecastability because, unlike most platforms, we’re an origination platform. These are our equity sponsors, these are our partners, we’re in three and four and five deals with them. Because of our relationship, because we’re not just participating in syndicates, they’re constantly telling us when things go to auction, when things are for sale, when they’re thinking about refinancing us, whether it’s clarity of our service, this – which is currently at auction, we hope – we’ll sell for a very good price in this environment. Where we now have equity, they told us they were going to refinance us. I mean that refinancing was coming for a substantial amount of time. We already see some refinancings coming in the fourth calendar quarter and we believe right now, given our outlook, that’s between the $25 million and $75 million number. I can tell you – there is no way to forecast exactly. Stephen Laws – Deutsche Bank: Sure.

But it’s for sure within that number. It’s just like we feel that the wide range of $100 million to $300 million in gross is appropriate, because if you’re an origination platform, it’s taking us over a 100 days from the time a deal enters the pipelines to close the deal, typically. And because we do all the diligence, we do diligence for the auction stage of our sponsor, then – our equity sponsor then wins. We then determine whether they went to a one stop bank (inaudible) financing and we may follow (inaudible) or we may do a one stop depending on the credit underwriting and also depending on what the equity sponsor wants. Stephen Laws – Deutsche Bank: Right, so with the 100 day lag on that, you have a good idea of originations there for the next three months for the – exits that may be a little bit less clear from a visibility standpoint?

I think yeah, exists we’ll know two months in advance and originations will have a feeling for a little bit more than that. Stephen Laws – Deutsche Bank: Great and then on the SBA side, how quickly can you, will that new $75 million you employed, the comments during the calls of near future, is that within the next three months or is it more of nine-month timeframe, how should I look at that?

So they can only be deployed in $11 million chunks and so, and we only, we want to deploy it utilizing some mezzanine and so, we’re carefully putting deals in there that are appropriate to match up against the 10-year fixed horizon. So we’re better allocating our portfolio mix in all of our credit facilities, which we believe is going to generate some additional earnings and so, it’s going to take 6 months to 12 months I think to do the second license. Stephen Laws – Deutsche Bank: Great that’s helpful, thanks for taking my questions.

Thank you and the next question comes from Jonathan Bock, Wells Fargo. Please proceed. Jonathan Bock – Wells Fargo: Yes, thanks for taking my question. Len, just on the Q about $180 million in unfunded commitments, can you just give us a sense as to how much powder that you want to keep drive in order to fund those in the event they can’t recall on your capital.

So I think maybe you missed it, it $108 million, not $180 million. Jonathan Bock – Wells Fargo: No, $108 million, I’m sorry.

Yeah, and the $108 million is really September 30, 2011. June 30, 2012 is $95 million. So actually we’ve actually reduced our unfunded commitment substantially over the last year, so I appreciate pointing that out and so what the reason we did that is so that we could optimize our leverage better because we do reserve against our unfunded commitments to make sure we have enough capacity. And so, we’ve been able to reduce our, even that we’ve grown our portfolio; we’ve reduced our unfunded commitments substantially. So we really do have around $250 million, $300 million comfortably, to be able to invest, before we’re “out of money” and but – we heard some of our peers go to max leverage and use up all of their capacity, I mean, we’re never going to be doing something like that. I don’t think that’s ever prudent. Jonathan Bock – Wells Fargo: And another thing I wanted to...

(inaudible) Jonathan Bock – Wells Fargo: So, it went from $108 million to like $98 million something like that?

Yeah, it’s down to $95 million today. September 30, last year it was $108 million. Jonathan Bock – Wells Fargo: Okay (inaudible) my bad perception of those numbers. Next, when we build out the – as you’re building out kind of the Midwest and we think about the larger platforms that you obviously been working towards expanding over the past few months and years, maybe give us sense of just that office is kind of the additional deal flow and the looks that you’re seeing now that they’ve really been really up and running?

So, Chicago, the Chicago market was a very tough market to crack and what we realized a couple of years ago that we needed to hire some veterans within that market. And Sunny Khorana runs that market for us, and he brought into our partnership. Sunny is doing a great job. Chicago currently probably accounts for one-third of our originations and we expect it to continue to grow and that’s up from probably close to zero, two or three years ago. And that’s the Chicago sponsors like Chicago Growth Partners, Beecken Petty, Baird, it’s all of them. And that it’s really great relationship and I think they really want that local office, that, you can just walk over to their offices and talk about deals, talk about the environment, talk about our underwriting processes. So it’s working very well. I think the next hire for us Telegraph – I guess Telegraph will be another East Coast originator to look more up market. Casey Zmijeski is awesome. He’s been a partner here for a while and he does a great job and he’s actually asked for some help. So we’re in search to continue to expand our origination team. Jonathan Bock – Wells Fargo: Okay great, and then on the new investments, particularly the sub-debt, just tackle on with Mr. Mason’s question. Could you give us the average leverage level kind of through your security and then also that the minimum and the maximum leverage on that the sub-debt transactions today or did you originate this quarter?

No, I’m not going to give that level of detail on the call because I don’t feel like giving all the detail in every call. But what I will say is, we’re one of the only, we’re the only BDC to my knowledge to release what the debt to EBITDA of the one rated and two rated tranches are and you just need to find that in the Q and those two leverage levels I think are – if our peers were to release them, would compare very favorably and that is that, well, we don’t see – well, you don’t see it for three, four and five because it’s really not material, one and two rated securities I think we’re 98.2%, 98.3% of the overall. So from 98.3% of our portfolio, we know that the rated one securities only have leveraged up to 3.16 times debt to EBITDA. And the rated two securities which is to be honest the most, the biggest really wrong one. Jonathan Bock – Wells Fargo: Yeah, the June 30.

I’m sorry, the June 30 numbers. So I even read the wrong column. June 30 rated one securities were 2.07 times debt-to-EBITDA and rated two securities with 3.89 debt-to-EBITDA. So that gives you a pretty good sense that, we’re really staying safe and high in the structure and we were just not reaching for this deals, it’s just not worth it. Jonathan Bock – Wells Fargo: I really appreciate that and then just two last ones. What – Alex I think in your release, the originations to date, do you happen to have the repayments to date if I missed that somewhat this quarter?

No, we haven’t really released the repayments to date. Yes, for this quarter. Jonathan Bock – Wells Fargo: Would it be your view guys that repayment activity is getting slightly moderate in light of kind of the economic malaise?

Yeah it’s in the – it’s going to be in the range for the quarter.

This quarter, I think repayment were at $55 million.

So far in September, we got a couple of small repayments we should be – fine to be in the range of.... Jonathan Bock – Wells Fargo: so that (inaudible)

In June quarter.

No, for the June quarter....

For the September (inaudible) correct...

(inaudible) Jonathan Bock – Wells Fargo: Okay great and then the last question relates to equity outside, I know – currently in this environment that’s I know that people do pay attention to you and there has been several restructuring, so perhaps could you give us a sense as to how would you look at potential values of equity in realizing values for your shareholders over the next, let’s say near term to maybe over the longer term for your shareholders?

Well, we still have this capital loss carry forward of $60 million and we have endeavored over the past few years to make a substantial numbers of equity investments. I think we talked about 24 of them and some of those equity investments take time to mature and to be realized. It typically takes 2 years to 5 years for equity investments to work and they are starting to mature. As we talked about Caregiver Service is now is up for auction and you know we have 5% of the company, so we hope to that work. The other great, the best news that happened this past week is Traffic Control and Safety is going to exit bankruptcy and we own the substantial amounts of the company. It was a very tough turnaround for us. We are very pleased with where it is currently. It still has a lot of wood to chop, but and it was very much helped by the infrastructure bill passing through this dysfunctional congress. So the one thing they did pass is that something that really helps our largest equity position. Having said that, we have very conservative mark on the equity, I think it’s marked at zero. So it can’t go any lower than zero and there’s substantial upside for that, but we need to see the company perform first and we are excited by our new management team. I mean, our existing management team being re-energized by having substantial amounts to the equity upside and stock options and I’m sure they’re going to work very hard to realizing their stock options. Jonathan Bock – Wells Fargo: All right, great thank you.

Thank you. Your next question comes from Robert Dodd of Raymond James. Please proceed. Robert Dodd – Raymond James: Hi guys. Most of them have been answered, but just on kind of can you give us any color on how these structures are changing, I mean just looking at the new originations in the quarter, the coupon, not the all in yield looked to be about $9.5 million, which looks like – looking at the structure of fees, recognized versus cash income, are you seeing a shift towards more structured exit fees in deals that are being done at the moment, in terms of back-end loaded or is that we reading things that aren’t there?

So over the past years, one of the comments – we had a young portfolio. Well, our portfolio is not so young anymore. It’s sort of a teenager or older and as the portfolio ages, something normal happens, which is recycles. So we’re getting these repayments and these re-payments are generating prepayment penalties. It’s generating some of upfront fee realization. It’s generating some new investments, so you put out new fees and because of that fee income on a sustained basis, and we already did see it the September quarter, we’re just going to have fee income every single quarter because that’s what happens in the normal asset management front, where you have the recycling of assets. We just haven’t had these levels of recycles in 2011 and 2010 because the portfolio was relatively young, these are five-year assets, typically. So I think we’re going to continue to see this all this good income coming and hopefully, we’re going to see some capital gains even that’s not an NII what it does for us is it’s going to start replacing NAV. And, so we’re looking forward to some capital gains as well. Robert Dodd – Raymond James: Okay yes, but and I always head in when somebody starts sounding like that. But if we look to last year, right, your cash flow since these was above recognized income versus this year, we’re seeing cash flow below. If it’s a prepayment fee, the recognition GAAP and cash flow occurs in the same period. So the lag that has to be, that should be (inaudible) in the accruals, so is that back-end loaded or front-end loaded?

So there always been a – in the past, we’ve earned lots of cash and we’ve, as you pointed out in NII was lower than it might have been and as those deals repay, you could get back the amortized amount or a capitalized amount, which increases your income, but doesn’t necessarily increase you cash. So that’s correct. You’re starting to see the reversal out of what we call note four which is, has about $20 million of capitalized or it did have roughly $20 million of capitalized income and that’s going to come into income over some point. Having said that, we’re pretty much seeing, we believe over the next year, which is 2013, not only we’re going to cover dividend with NII but we’re looking to cover the cash. And I – I think both of those metrics will work for us in 2013 and so, we’re excited about that. Robert Dodd – Raymond James: Okay, got it. Last question if I can, just a small one, BMC, very small investment in the quarter, but can you give – walk us through the rationale for doing that as a cash coupon of 6%, 6.5%? Seems much lower than your target.

Oh, it’s SBA let me as soon as you come along, right guys? Robert Dodd – Raymond James: Yes.

So the Sumitomo facility, we’re going to put some of those – it matched up against our LIBOR 225 borrowing, two times leverage for Sumitomo. So when it – yes it’s a little bit lower yield. The interesting thing with some of these lower yield, things that we buy had 98, 97. We did one last week for $5 million and we asked some favors of our capital market schemes to give us a nicer allocation. And they immediately traded from 98 to 101. So I think now, why you’re seeing some of lower yielding things, we’re using them opportunistically sometimes and that sometimes, we’re just matching them against the very low cost leverage for Sumitomo. Robert Dodd – Raymond James: Got it, I appreciate it.

Thank you. And the next question we have comes from Jason Arnold, RBC Capital Markets. Please proceed. Jason Arnold – RBC Capital Markets: Hi, yeah good morning, guys. I was just curious if you could comment on where you’d anticipate rates coming in from the new SBA facility, and how would that compare to the current SBA facilities that you have out there?

Well, rates for the SBA facilities are locked in twice a year typically at a spread over 10-year treasury. The spread has been approximately 50 basis points to 100 basis points. So a 10 year treasury is at 1.6, which – so I believe is artificially low due to the treasury buying, 70% of treasury – during the fed buying 70% of the treasuries, but you know that. As we deploy and lock that amount, we really could experience 2.5% 10 year paper versus 3.6% on average for the first facility. The other thing which I heard mentioned on a number of other BDC conference calls, yes there is a bill passing through. Yes, it would increase the family fund’s limit for the SBA. What I’ll point out that I don’t think it has been properly talked about is let’s say, the family funds limit goes from $225 million to $350 million as this by parts into – which is actually out of committee contemplates. To get the second amount of money you need a second license, scenario of our second license and we have our second lever. So we’ve been told is potentially our second license could go from $75 million to $150 million, if this passes without having to apply for any new licenses or apply for any leverage. But there’s also another limit to the SBA which is $150 million limit per license and that’s not going to change anytime in the near future. So even though you may see $350 million as a family funds limit, until they raise the per license limit which they do from time-to-time, we expect to just get another $75 million of leverage in addition, maybe that will happen in sometime in 2013. Jason Arnold – RBC Capital Markets: Okay, good color, thank you. And then I guess, would you for your older facility, have any opportunity to refinance, I know you mentioned, some of your peers I think one of your peers has done that more or less repaid and then took out another line at a lower lot.

You’re talking about our main facility? Jason Arnold – RBC Capital Markets: Yes correct.

We are definitely exploring, we’re the fifth largest BDC, the largest, the second largest and so are just did a very nice facility. I think if you look at Solar’s facility which I thought he did a good job. Michael did negotiate the facility and advanced rates and they have used – we’re definitely looking at that type of format for our next facility in order to replace and now if they were to replace or be transferred from the ING line. But we’re not there yet. Whenever, we do announce it, I think we are definitely looking at that in that pricing because we’re BBB minus company as well and we think that that’s the right format for our size. Jason Arnold – RBC Capital Markets: Okay terrific thanks for the color.

Thanks.

Thank you for your question. We have no further questions. So ladies and gentlemen thank you for joining today’s conference. This concludes the presentation. You may now disconnect and have a very good day.