11.8% Stake of Fifth Street Asset Management Inc (FSAM) Held by Berman Bernard D
Berman Bernard D
recently stated that they own 11.8% of Fifth Street Asset Management Inc (NASDAQ:FSAM) in a Form 13D disclosure that was filed with the Securities and Exchange Commission on Thursday, September 28th. The investor owns 2,152,893 shares of the stock worth approximately $8,396,283. The filing is available through Edgar at this hyperlink.
Berman Bernard D
provided the following explanation of their ownership:
The disclosure set forth in Item 3 concerning the IPO and the Reorganization is hereby incorporated into this Item 4.
Asset Purchase Agreement
On July 13,2017, the Issuer entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Fifth Street Management L.P. (“FSM”), Oaktree Capital Management, L.P. (“Oaktree”), and FSH, which Asset Purchase Agreement provides that, upon the terms and subject to the conditions set forth therein, FSM will sell, convey, assign and transfer to Oaktree and Oaktree will purchase, acquire and accept from FSM all of FSM’s right, title and interest in specified business records with respect to FSM’s existing investment advisory agreements with each of Fifth Street Finance Corp. and Fifth Street Senior Rate Floating Corp. for a gross purchase price of $320 million in cash. The Asset Purchase Agreement is further described in the Current Report on Form 8K filed by the Issuer with the SEC on July 14,2017, and a copy of the Asset Purchase Agreement is filed as Exhibit 1.1 to such Current Report.
The Asset Purchase Agreement and the transactions contemplated thereby are subject to approval by the Issuer’s shareholders, as further described in Item 6, below. Mr. Berman intends to vote his Shares and his Class B Shares held as of the record date for the Special Meeting (as defined below) in favor of the Asset Purchase Agreement and the transactions contemplated thereby.
Second Amended and Restated Certificate of Incorporation
A Special Meeting of Stockholders (the “Special Meeting”) has been scheduled for October 13,2017, for Issuer shareholders to consider proposals including the approval of the Asset Purchase Agreement and the transactions contemplated thereby, as well as the approval of the Second Amended and Restated Certificate of Incorporation of the Issuer, which will permit Issuer stockholders to act by written consent to take any action required or permitted to be taken by them at a meeting of Issuer stockholders. Mr. Berman intends to vote his Shares and his Class B Shares in favor of the Second Amended and Restated Certificate of Incorporation of the Issuer.
Other Plans and Proposals
Mr. Berman continuously evaluates the businesses and prospects of the Issuer, alternative investment opportunities and all other factors deemed relevant in determining whether securities of the Issuer will be acquired by Mr. Berman or by other accounts or funds associated with Mr. Berman or whether Mr. Berman or any such other accounts or funds will dispose of any Issuer securities held by any of them. At any time, subject to the limitations set forth in the definitive agreements described in Item 6 hereof, Mr. Berman may directly or indirectly buy or sell Issuer securities, in either the open market, in privately negotiated transactions or otherwise.
The disclosure set forth in Item 3 regarding the Cutback Agreement and in Item 6 under the captions “Voting Proxy in Favor of Asset Purchase Agreement and Other Matters,” “Registration Rights Agreement,” and “Issuer Equity Awards” is hereby incorporated into this Item 4. Except as otherwise disclosed in this Schedule 13D, Mr. Berman currently has no plans or proposals which would relate to or would result in any of the matters described In Items 4(a)(j) of Schedule 13D; however, as part of his ongoing evaluation of the Issuer (and related businesses) and alternatives, Mr. Berman may consider such matters and, subject to applicable law and any limitations in the definitive agreements described in Item 6 herein, including, without limitation, the Asset Purchase Agreement, may formulate a plan with respect to such matters, and from time to time, Mr. Berman may hold discussions with or make formal proposals to other members of management or the board of directors of the Issuer, other stockholders of the Issuer or other third parties regarding such matters.
A number of other hedge funds and other institutional investors have also recently modified their holdings of the business. Greenwich Investment Management Inc. raised its position in shares of Fifth Street Asset Management by 1.4% in the 1st quarter. Greenwich Investment Management Inc. now owns 124,605 shares of the asset manager’s stock worth $573,000 after acquiring an additional 1,700 shares in the last quarter. Bank of New York Mellon Corp raised its position in shares of Fifth Street Asset Management by 1.2% in the 1st quarter. Bank of New York Mellon Corp now owns 25,474 shares of the asset manager’s stock worth $117,000 after acquiring an additional 302 shares in the last quarter. Renaissance Technologies LLC raised its position in shares of Fifth Street Asset Management by 17.6% in the 1st quarter. Renaissance Technologies LLC now owns 353,500 shares of the asset manager’s stock worth $1,626,000 after acquiring an additional 52,800 shares in the last quarter. FNY Partners Fund LP bought a new position in shares of Fifth Street Asset Management in the 2nd quarter worth $311,000. Finally, State Street Corp raised its position in shares of Fifth Street Asset Management by 4.1% in the 2nd quarter. State Street Corp now owns 113,989 shares of the asset manager’s stock worth $551,000 after acquiring an additional 4,471 shares in the last quarter. 8.58% of the stock is owned by institutional investors and hedge funds.
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Fifth Street Asset Management Inc (NASDAQ FSAM) remained flat at $3.95 on Thursday. The company’s stock had a trading volume of 23,826 shares. The stock’s market cap is $61.81 million. Fifth Street Asset Management Inc has a 1-year low of $3.35 and a 1-year high of $8.45. The firm’s 50-day moving average price is $3.97 and its 200-day moving average price is $4.26.
About Fifth Street Asset Management
Fifth Street Asset Management Inc is an alternative asset manager. The Company provides asset management services to its investment funds (the Fifth Street Funds or the funds), which consist of Fifth Street Finance Corp. (FSC) and Fifth Street Senior Floating Rate Corp. (FSFR), both publicly-traded business development companies (together, the BDCs).
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