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Executives

Leonard M. Tannenbaum - CEO

Bernard D. Berman - President

Alexander C. Frank - CFO

Dean Choksi - SVP of Finance and Head of Investor Relations

Analysts

Jonathan Bock – Wells Fargo

Troy Ward - Stifel, Nicolaus & Company

Bo Ladyman - Raymond James

Stephen Laws - Deutsche Bank Securities Inc.

Casey Alexander - Gilford Securities, Inc.

Fifth Street Finance Corp. (FSC) F4Q 2012 Earnings Conference Call November 29, 2012 10:00 AM ET

Operator

Good day ladies and gentlemen. Welcome to the Q4 2012 Fifth Street Finance Corp. Earnings Call. My name is Alex and I’ll be your event manager today. At this time, all participants are in listen-only mode. We will conduct a question-and-answer session towards the end of this conference. (Operator Instructions) As a reminder, this call is being recorded for replay purposes.

And now I’d like to hand the call over Dean Choksi, Senior Vice President of Finance and Head of Investor Relations. Go ahead please.

Dean Choksi

Good morning and welcome to Fifth Street Finance Corp’s fiscal fourth quarter and 2012 fiscal year-end earnings call. I’m Dean Choksi, Senior Vice President of Finance and Head of Investor Relations at Fifth Street. I’m joined this morning by Leonard Tannenbaum, Chief Executive Officer; Bernard Berman, President; and Alexander Frank, Chief Financial Officer.

Before I begin, I’d like to point out that this call is being recorded. Replay information is included in our October 22, 2012 press release and is posted on our website www.fifthstreetfinance.com. Please note that this call is 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 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. 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 add a new section to our earnings call by providing some commentary on the BDC industry. Then we will open the line for Q&A.

I’ll now turn the call over to our CEO, Len Tannenbaum.

Leonard M. Tannenbaum

Thank you, Dean. The U.S. election results seemed to be the catalyst for investors to reduce risk. Some of the selling earlier in the month of better performing high dividend yield stocks may have been prompted by the potential for higher tax rates in 2013 as Congress and the White House work on a solution for domestic fiscal imbalances and the upcoming fiscal cliff.

The potential for lower government spending, higher tax revenues in the future could be headwinds to economic growth in the short run. However, monetary policy should remain a significant tailwind for markets and offset some of the impact from tighter fiscal policy and higher tax revenues. The mass of amounts of liquidity that are being pumped into the financial system through quantitative easing programs have left investors expecting lower interest rates for the foreseeable future. As a result, investors are reaching further out in the risk spectrum in search of incremental yield, which is helping to reduce the cost of borrowing for large companies.

At Fifth Street we’re positioning our balance sheet and maintaining capacity to be opportunistic in 2013. We currently have approximately $500 million of available capital after taking into account an amendment upsize our ING led credit facility, which is currently at $230 million. We anticipate expanding the line to over $350 million in commitments from at least 10 lenders, including at least five new banks with more flexible terms and a lower cost in existing facility.

We’re pleased to report strong September quarter results to end our fiscal year 2012. And we have a solid start to the December quarter and fiscal year 2013. For the fourth quarter, we delivered $0.27 per share of net investment income, which is consistent with last quarter and in line with consensus.

For fiscal year 2012, we reported NII of $1.11 per share, our third consecutive year of increased earnings. Our earnings power continues to improve and we remain on the path, we expect will enable us to cover our dividend with NII. We achieved consistent growth in NII over the last three years from $0.95 per share in fiscal year 2010 to a $1.05 per share in fiscal year 2011 to $1.11 per share in fiscal year 2012.

We are confident in our ability to maintain our dividend with a possibility of an increase as we continue to focus on earning our dividend with NII in fiscal year 2013. As a result, we estimate net investment income increase again to at least $1.15 per share in fiscal 2013.

Our portfolio credit quality is the best it has ever been. At September 30, 2012 we now have only one security on PIK non-accrual and that one is called Materials Group. We have now put the problems associated with our 2007 vintage loans behind us. Our credit outlook is positive with over 99% of the portfolio now ranked one and two.

Our net asset value has been relatively stable for the last several quarters. And this quarter increased $0.07 to $9.92 per share as of September 30, 2012. The December quarter starting up strong with over $179 million of originations closed as of November 27, and a robust pipeline heading into the end of the year. We are on track to meet or exceed the high-end of our target range of $100 million to $300 million in gross originations for December quarter. The momentum in the March quarter pipeline is also starting to build.

The election results catalyze certain sponsors desire to close deals by year-end, leading to an increase in our pipeline. These new deals are larger, higher quality and many are with existing sponsor relationships. We appreciate that sponsors want to close by December 31st, and have been flexible in providing unit tranche or mezzanine financing options for them.

We are also using market liquidity to our advantage. In the last few months we exited several smaller more liquid credits to lock in gains above par. We also have expanded our emphasis on capital markets transactions were a sponsor relationship, underwriting expertise and market reputation create opportunities for us agent and syndicate deals with attractive risk reward characteristics.

As we grow this effort, we should generate incremental fee income through syndication and also generate additional assets with attractive risk reward characteristics for our balance sheet. Our investment grade credit rating is also helping us to increase the duration, flexibility and diversity in our capital structure. We issued $75 million of baby bonds consisting of unsecured 12-year debt at 5.875%. Each securities trade with a $25 par amount and are listed on the NYSE under the symbol FSCE.

Baby bonds compliment our secured bank debt because their maturity is substantially longer than other sources of debt funding. Baby bonds are attractive sources of long-term capital and we may issue additional unsecured debt of market conditions warrant with different maturities to diversify our debt structure. We are focused on continuing to increase the average duration of our liabilities, which totals today approximately 5.6 years.

We continue to work on closing the amendment to our credit facility with our ING led syndicate, which should provide a lower cost and more flexible source of debt to fund growth. We’ve had a positive reception from new and existing lenders due to our investment grade rating, improving asset quality and establish institutional lending platform. We look forward to announcing more detail shortly.

In September 2012 we raised $91 million of equity, which was deployed later in October when we close a record $120 million in gross originations. Our September offering was accretive to NAV, well received by investors and will help us fund a very strong pipeline through the end of the year.

We believe our earnings outlook continues to improve as we head into next fiscal year as a direct result of the steps we took in fiscal 2012. Book value is stable to increasing, our portfolio credit quality is the best it’s ever been, and we continue to reduce the risk – the cost and risk in our diversified liability structure. Our extensive investment in our origination platform, is generating high quality deal flow within sponsors and providing us with new capabilities that were not available to Fifth Street at its size two years ago.

In addition to our strong franchise with low and middle market sponsors, we’ve expanded our platform to invest in larger portfolio companies. To support these efforts we’re in the process of hiring two experienced employees focusing on originating larger deals with bigger private equity sponsors. We’re pleased with our performance of our last fiscal year and look forward to delivering a fourth consecutive year in growth with net II and net investment income.

I will now turn the call over to our President, Bernie Bern.

Bernard D. Berman

Thank you, Len. Although there have been no changes to our existing credit facility since the last earnings call, we’re working on a material amendment to our ING led credit facility and expect that it will close shortly. Under the amended facility, we anticipate significant improvements, which include a substantial increase in commitments, a lower interest rate, higher advance rates across multiple classes of securities and greater flexibility on eligible collateral concentration limits and financial covenants.

The changes we expect to make are reflection of the growth in the size of Fifth Street’s platform and the quality of our portfolio. We’re pleased that five new banks will join the lending syndicate group. A progress we made in the last several years growing the platform originating a diversified portfolio of high quality senior assets and diversifying the liability structure has been noticed by lenders to the sector. Having an investment grade credit rating is also helpful.

We believe these changes will increase the size and flexibility of our capital base, while helping us reach our internal target leverage limit of between 0.6 to 0.7 times debt-to-equity, excluding SBA debentures. As of today, our leverage is approximately 0.4 times debt-to-equity excluding SBA debentures.

With respect to our $75 million leverage commitment received in connection with our second SBIC license, we’ve invested substantially all our regulatory capital and expect to begin drawing leverage this week. SBA debentures continue to be an attractive source of low cost, long-term funding with the last interest rate lock for SBA debentures at approximately 2.8% in September. If interest rates remain low, the next lock in March 2013 should also be at very attractive rates.

I’m now going to turn it over to our CFO, Alex Frank.

Alexander C. Frank

Thank you, Bernie. We ended the 2012 fiscal year with total assets of $1.4 billion, an increase of $179 million or 15% over the year-ago period, reflecting continued growth in net new originations and the strength of our business platform. Investments were $1.3 billion at fair value and we had available cash on hand of $74 million. Net asset value per share increased from $9.85 to $9.92 during the September quarter. For the three months ended September 30, 2012, total investment income was $42.5 million.

Payment in kind interest remained a low percentage of total income, at $3.6 million for the quarter or 8.4% of total investment income as compared to 9.3% for the year-ago period. Net investment income increased 12% to $22.3 million for the quarter as compared to $20 million in the same quarter the previous year.

Turning over to the investment portfolios performance, we had net realized and unrealized gains of $4.8 million or 0.4% of the portfolio. We had two portfolio company refinancings during the quarter, both of which were exited at/or par at an average price of 103% of par. We also exited our investments in four portfolio companies, Best Vinyl, Lighting by Gregory, Repechage, and Rail, at a loss, but at a price that materially approximated our previous fair value marks. Thus there was no material net effect on the statement of operations or NAV for the four portfolio company exists.

We also completed the successful restructuring of Traffic Control & Safety Corporation, now Statewide Holdings, through a 363 bankruptcy core process in which we had the winning bid for the company. Through this restructuring, the Company has relieved its once overly burdensome capital structure. We’re optimistic on the future of Statewide as its operating performance has been tracking well this year and given our large equity investment, we’ve meaningful exposure to the upside if it continues to show strong performance.

The weighted average yield on our debt investments decreased slightly to 12% at September 30, 2012 versus 12.1% in the prior quarter. The cash component of the yield increased 0.1% in the quarter to 11%. The average size of a portfolio investment increased from $19.3 million at the prior quarter to $20.4 million at fiscal year-end.

We originated $129.1 million of investments in the quarter in six new and four existing portfolio companies, bringing the total companies in our portfolio to 78 at September 30, 2012 versus 65 a year-ago. We also received $30.4 million in connection with the exits of six of our portfolio companies. We did experience a continued decrease in the level of early repayments for the second straight quarter to a more normalized level, which ranges from $25 million to $75 million per quarter, again allowing us to reach a record high portfolio size.

Approximately 96% of the portfolio by fair value consisted of debt investments, 70% of the total was in first lien loans and 70% of the debt portfolio was at floating interest rates. The investment portfolio continues to be well diversified by industry, sponsor and individual company. Our largest single industry exposure is to healthcare including pharmaceuticals at 23% of the total portfolio. The largest single individual company exposure is only 3.7% of total assets and our top 10 investments represent 29% of the total assets.

The overall credit quality of our investment portfolio increased from the prior quarter. As we exited the remainder of our poorly performing 2007 vintage loans, we rank our investments on a one to five ranking scale and the highest performing one and two rank securities were 99.5% of our portfolio versus 98.3% in the previous quarter and 98.5% as of September 30, 2011.

During the quarter ended September 30, 2012, we had one investment in the portfolio called Materials Group on which we had stopped accruing income, which is down from four at June 30, 2012 and at September 30, 2011. As of September 30, 2012, the fair value of Coal Materials was $3.2 million or only .23% of assets.

The Board declared five months of dividends in order to better align the month payment dates of our then current income estimates. Due to these five months of declarations, the Board did not declare monthly dividends last week, its November 2012 Board meeting. However, we anticipate that the Board will return to a schedule of declaring dividends for the following three months had it scheduled January 2013 Board meeting. The Board plans to continue to target an annual dividend rate of $1.15 per share and we expect that our net investment income will cover the dividend going forward.

Before I turn the call over to Dean, I want to highlight a new section we will be adding to our earnings calls. As some of you know we recently hired Dean as our Senior Vice President of Finance and Head of Investor Relations. Prior to joining Fifth Street, he covered BDCs and mortgage REITs including Fifth Street at UBS and has an expensive background in equity research.

Before opening up the call for Q&A, he will provide a high level overview of certain issues impact on the BDCs.

Dean Choksi

Thank you, Alex. As Alex mentioned I will be adding a new section to the earnings call before opening your lines for Q&A. Today I will talk about how the increase in regulation for the financial services industry should positively impact business development companies, mainly by reducing the competitiveness of traditional lenders. Banks, should over time, be less active in middle market lending as they adopt Basel III which increases the risk waiting on loans to unrated borrowers. This should cause banks to increase interest rates on loans to maintain a similar return profile, all else being equal. This also means that BDCs with an investment grade credit rating. Like history, we will have a cost of debt funding advantage over BDC is without an investment grade credit rating.

The long-term trend of bank consolidation also reduces the efficiency for larger banks to service smaller borrowers as our overall loan portfolio has increased in size. This long-term trend should cause banks to see market share and middle market lending, especially financed companies focused on the middle market, like business development companies.

COOs have traditionally been large buyers of senior loans and are broadly syndicated in upper middle markets. The risk retention rules imposed by Dodd-Frank has a potential to reduce future demand for loans, from CLO managers. Furthermore, the government does support little market lenders like BDCs, to the Small Business Investment Company or SBIC program of the small business administration.

BDC is what SBIC license is Fifth Street benefit from being able to issue government subsidized debt at a fixed spread over long-term U.S. treasuries for 10 years. Legislation currently in congress, they potentially allow managers of SBIC funds to increase debt issued under the program to 350 million from the current level of 225 million per manager.

Before I open the lines for Q&A, I’d like to remind everyone that for the months Fifth Street does not report quarterly earnings, we generally release the news letter. If you would like to be added to our email list, and receive these communications directly, please call us at 914-286-6855 or send a request email to ir@fifthstreetfinance.com.

Thank you for participating in today’s call. Alex, please open the lines for questions.

Question-and-Answer session

Thank you, Dean. (Operator Instructions) The first question comes from the line of Jonathan Bock from Wells Fargo. Go ahead please.

Jonathan Bock – Wells Fargo

Good morning and thank you for taking my questions. Dean, I also appreciate your comments on the regulatory environment. It is very helpful. Thank you. Len, one question starting with maybe an industry one, could you perhaps speak to where the best risk adjusted returns really lie across both senior and subordinate or second lien kind of in the upper end of the middle market where you’re really kind of looking?

Leonard M. Tannenbaum

No, we’re actually looking all through the market. I mean, say we’ve found deals that, it was on $11 million deal, it fits well in our SPA and we want another deal where we had to take $10 million of senior in order to win, $5 million of very attractive mezzanine with a new sponsor that we’ve been, trying to work less. So while we definitely are focusing at that evil to focus on the upper middle market. We haven’t left the lower middle market or middle market; we’re actually able about our size to do all three. And so we find – we’re finding attractive opportunities everywhere. I think the added advantage of having the flexibility to participate in the senior and having the Sumitomo line, Wells Fargo line to be able to put that again to officially leverage their capital. It’s really not allowing us to competitive damage.

Jonathan Bock – Wells Fargo

Okay. So maybe across the – across the space, I mean, is there one particular asset that one would favor only reasonably ask as we’ve been seeing some additional competition, particularly in the mezzanine or maybe the second lien category as yield or demand for yield are causing spreads to come in and that perhaps their might be a – an increase in relative value in the senior assets. Are you seeing similar trends or it just depends deal by deal?

Leonard M. Tannenbaum

I don’t know, I still – I see both. It really depends deal by deal, but in the mezzanine sector or second lien sector, we were fortunate enough to our sponsor relationship to get into one deal and we talked a little bit about in the call, in our notes about selling some of our loans at above par. In that case, we were fortunate enough to get in and a relatively large code size at 98 and we sold that at 100 or 101. I think 101 in half and 101 in the quarter. So it really is a competitive advantage when you have the direct relationships with the sponsor and you build an origination platform to allow you to capture that Alpha. So, we’re feeling like as long as you’re sticking with those sponsors and supporting them in a good way, we’re going to be able to generate half of our shareholders.

Jonathan Bock – Wells Fargo

I completely agree and I know you mentioned originations, then maybe talking about the ones that were made this quarter; could you give us a sense as to how many loans were truly directly originated versus those loans that were part of maybe a much larger, first lien or unit tranche kind of bank syndicate?

Leonard M. Tannenbaum

About 80% of our loans were sole – what I call sole originated where they’re easy to us or we sell down $5 million or $10 million to one other player, while 20% were – we’re usually an agent and you’ll see us climb in the agent rankings nicely, and – but they’re probably broader in terms of five to ten players. We definitely have a liquidity basket we did not have before. Having said that, we’re winning our allocations and winning our agencies based upon the sponsor relationships.

So, even though I think Credit Suisse is terrific and Jefferies is terrific at leading some of these processes. We also have a good relationship with lot of the different sponsors at $1 billion plus where we work with them on our allocation and they direct their agent to put people in that are going to act well in terms of knowing how credits move and how cycles move.

Jonathan Bock – Wells Fargo

Great. Now, I did appreciate your comments on the last earnings call that highlighted your intention to increase leverage up to 0.6%, and also kind of the priority of optimizing the capital structure over raising additional equity, and I think that was kind of in August 6, yet in September there was an equity raise at which you announced, maybe kind of walk through the dynamics of delivering leverage because you obviously were well capitalized then and still raised versus raising equity capital and being ready to fund deals that might – deal activity that might likely have increased as a result of the election outcome?

Leonard M. Tannenbaum

Look, I mean when we raised our last offering, we had the opportunity to raise almost any amount of money we wanted and then said we raised amount to not jeopardize our dividend and earnings growth – I mean our dividend stability and earnings growth, and we were able to deploy that money within 30 days of raising it. So, I think the key part of being at our size now at about $1.4 billion in assets is when we raised capital, A; it’s to only pay down our credit lines, so which is terrific.

It doesn’t ever pay down our permanent leverage which is the SBA debentures, B; to verbal the baby bond, so we always are going to have a degree of leverage and it’s a much more efficient use of capital because we’re originally between $300 million, and I think on the call we said that we feel pretty confident that it’s going to be up, you were going to meet or exceed the upper-end of the target. So, we’re going to be very prudent about raising capital and we’re not going to – we understand that we have to cover our dividend with NII and we understand it’s been a focus of the analysts and we’re focused on it.

Jonathan Bock – Wells Fargo

All right. And then Alex, just a small question; so the $7.5 million in fee income, could you maybe give a ballpark percentage of that number that was driven by syndication fees that you structured and sold off perhaps to other participants in the syndicate where you were the leading agent, and then maybe an accounting question; do you bring those syndication fees into income when earned or is it possible to amortize those?

Alexander C. Frank

Syndication fees are recognized as income, they are non-recurring and non-refundable, so that’s the appropriate accounting treatment for them. And as Len said, our mix of self originated versus syndicated transactions where we’re generally the lead always reflective of the mix of the fees that we earned associated with those transactions.

Jonathan Bock – Wells Fargo

Okay, great. Thanks a lot guys.

Operator

Our next question comes from the line of Troy Ward from Stifel, Nicolaus. Go ahead please.

Troy Ward - Stifel, Nicolaus & Company

Great, thanks. Good morning, guys. John asked the majority of the questions I had. But Len, one thing I want to follow-up on was, you mentioned you in the process of hiring two experienced deal professionals, I believe you said they go after larger deals with private equity sponsors. Can you give us more color on why you’re emphasizing that part of the market?

Leonard M. Tannenbaum

I definitely emphasize and thank you for emphasizing that in the statements because we definitely want referrals of good people. Look we had a lot of success taking Sunny Khorana from CIT and him building a terrific Chicago presence which now accounts for over a third of our revenues up from zero two years ago. We had lot of success having Casey Zmijeski as a partner which we took out of Churchill Financial and CapitalSource and his background.

We need more high-level originators like them to continue to build these relationships when you work with $1 billion plus funds, they really want people they trust and to work with for a long period of time and you can't build those – more off we can, but it takes a long time to build those relationships. It’s much easier and efficient to find someone that they already trust and bring them to Fifth Street. And so we’re looking for that caliber’s – those types of caliber of individuals with those deep relationships with the upper middle market.

As you know we’ve really just began this past year in doing upper middle market deals, and with the support of Sunny and Casey by the way our partners, we really are looking for some two very highly qualified individuals.

Troy Ward - Stifel, Nicolaus & Company

Okay. And then as you think about, you’ve mentioned numerous times how you’re above $1 billion. Where do you see the eventual growth for Fifth Street stopping and in our opinion the growth has to – the balance sheet growth has to stop before shareholders can truly benefit in the form of higher earnings and dividend and that’s what you’ve talked about for quite a few quarters, and as John said you raised new equity? When do you see the point of Fifth Street kind of leveling off and delivering higher earnings and dividend to shareholders?

Leonard M. Tannenbaum

Well first of all we delivered higher earnings to shareholders over the years and we just showed you three years of earnings growth. Yes, the dividend probably three years ago was too high, relative to the NII, no question about it. A year ago or a little over a year ago we rectified that by brining it in-line with our earnings power.

As we get bigger and you’re going to see in our next credit facility our cost of capital is going to continue to go down. Another area which we really had and pursued and I would have answered this differently probably six to nine months ago. But an area where two of our major competitors are in, actually one of our major competitors and one friendly large firm Aries are due and we’re definitely entering this space is the back leverage senior loans or the bigger senior loans where we syndicate them down. And the opportunity in this market is absolutely huge.

There’s a huge demand for it, there’s a huge need for it and as the banks start pulling back from the Basel restrictions I think our distributor Aries is definitely going to benefit from it and we want to be a part of the benefit for which should be many billions of dollars of demand for alternative asset providers. So, I can't – I was just starting to really build this deal flow. Its part of the reason why we’re talking about hiring these two high quality originators to continue to build this [IR] deal flow, but this could quickly add to assets. Having said that I think it’s very opportunistic, it’s going to increase the earnings to the shareholders and we are focused on a per share basis of increasing NII. So, let’s not – it’s not just about increasing income, it’s about increasing earnings per-share.

Troy Ward - Stifel, Nicolaus & Company

All right. Thanks again.

Operator

Our next question comes from Douglas Harter from Credit Suisse. Go ahead please.

Douglas Harter - Credit Suisse

Thanks. I was wondering if you could talk about the yields that you’re seeing in your pipeline and whether we can expect to see some stabilization’s in the yields that you’re reporting.

Leonard M. Tannenbaum

I think so, I think you will see stabilization in yields, I think if you look at us versus the other top competitors in the industry whether it’s between 11.7 and 12, 3 or 12.4 of weighted average yield we have not fallen right into the middle of the range. Appropriately as we’ve increased average EBITDA of our companies has increased over the past two or three years, our average EBITDA is now over $20 million for the companies we lend to. It’s much safer, it’s much more stable. It will weather in issue or a recession much better, should when occur. So, I think if that happened of course you earn less, but our borrowing costs have dropped proportionally too. Over the last three years our borrowing costs have dropped from LIBOR plus 450 to now when we redo the facility, all three facilities will be under LIBOR 300. And I think that’s just low as LIBOR 225 which [is a term loan] and I think that, that ability to capture spread not necessarily gross yield is what we’re focused on. So, I feel really good that we’re going to be stabilized around that 12% number and we are watching it on a monthly basis and pro forma basis, but I think hopefully our cost of borrowing will continue to decrease which inevitably should yield for higher – it should answer with higher returns.

Douglas Harter - Credit Suisse

I guess, just a follow-up on that, now is there a way to break down how much of your lower borrowing cost is a result of you moving – of having lending the larger companies versus you guys becoming larger and more diversified, is there any way to kind of just break those two out?

Leonard M. Tannenbaum

Not easily. I think the easiest thing to do is you compare the investment grade rated companies, if none of us are grade rated companies and whether doing that deals or unless baby bond deal was done right in line with the Triple B rated companies. And then right afterwards another one in our industry did a baby bond deal at half a point higher and another one was even higher than that. So that spread differential is really reflective. Look at the credit lines, it’s the same thing right we’re at LIBOR 275-ish with no floor and non-investment grade or a smaller company could be LIBOR 350 or 400 and that’s just it could be direct outfit to the bottom line but it also allows us to drop assets.

I think if you take Sumitomo line however it’s a little bit more towards what you just said where we’re doing much higher – we’re doing higher quality assets in there, but we also have a lower borrowing cost. So you basically just have to average trough the assets. Remember we’re 70%, we're 70% in first lien assets and right in the middle of our target range and that it really reflects the safety and in the portfolio that we’d like. So we’re not going to really deviate a lot from that, while a number of other people could be 70% subordinated in mezzanine and they take higher risk, but they may get a little bit of higher weight average yield.

Douglas Harter - Credit Suisse

Got it. Thank you.

Operator

Our next question comes from Bo Ladyman from Raymond James. Go ahead please.

Bo Ladyman - Raymond James

Hey, guys good quarter, thanks for taking my questions. Okay, so first question, you talked about Coal Materials going on picking on accrual in the quarter, looking at if the investment there was and a $11 million markdown in the fair value from the prior quarter; can you give us an idea of what changed so much in three months and possibly the outlook for the investment, I know you’ve changed the terms on this investment a few times.

Leonard M. Tannenbaum

Look we’re extremely disappointed in the company. We’re extremely disappointed in what we’re being told by management. And it was a bit of a – it was a 2007 asset that of course just went the way wind and – we do mark our – we mark to market and we mark to where we think it is in any given time even if we have to take a huge write down we’re going to do it and so we have this mark now at almost little less than $3 million. So, it’s almost immaterial to our results, but we wanted to bring it there even though it’s only a [pick not] accrual, because we were just very disappointed. Our plans weren’t being met at all. We were misguided by the budgets and that happens when you have these smaller companies which we did in 2007 and fortunately the last one of our problems that we just have to clean up and we expect it to – we expect it to be cleaned up in the next six months one way or another.

Bo Ladyman - Raymond James

Okay, thanks. I appreciate that. And you mentioned that you’re looking to – that you’ve utilized all the regulatory capital in our second SBA license and you’re looking to draw leverage this week. Can you give us an idea of how pricing is held up in that specific lending market?

Leonard M. Tannenbaum

Yes, we’re going to use our leverage. In fact I think we’re drawing our leverage today or tomorrow to start drawing into the much (indiscernible) and I mean the leverage, I don’t know what the question was, what price we’re going to fix at or what price we’re doing the deals at?

Bo Ladyman - Raymond James

The deals – the deals specifically.

Leonard M. Tannenbaum

Okay. The deals specifically, I think we’re really focusing on balancing better, the higher yielding assets in the SBA. When we first did the first license – when we first did the first license – when we first drew into the first license we put all first lien assets of 10 percentage type yields, and we said to the SBA that that’s not what we’re going to do going forward. We’re definitely going to balance it with second lien/mezzanine assets, and the second lien/mezzanine assets we’re putting in there at ph 13-ish percent versus the 10-ish percent that we have in there and as we cycle through that and match those types of assets against the very attractive SBA liabilities we think that will be an earnings generator over a two or three year period at where that will take us. It takes time to recycle those assets, to get them back, to amortize them down or to get repaid, and so then redeploy. But, we think that we should be earnings a couple of more 100 basis points in terms of spread over those SBA assets.

Bo Ladyman - Raymond James

And then going up-market a little bit, you mentioned that you would expect yields to stabilize where they are now around the 12% range. Are you seeing competition increase more in other areas of the way that loans are termed, maybe in covenants or anything like that?

Leonard M. Tannenbaum

About four or five months ago you started seeing the return of (indiscernible) no covenant and all sorts of weird stuff, and we stayed out of a lot of them. In fact since the new analysts, investors can be absolutely secure that we’re not going to do a lot if any of those loans, our credit facilities basically give us a very small basket to be able to do them and leverage them. So, not only do I not want to do a lot of those loans, but we don’t – we can't leverage a lot of them, so we’re actually encouraged not to do them, and that’s fine.

Similarly even for equity and preferred and all PIK securities really we didn’t ask for a leverage on those things and we’re not getting leverage on those things. So, we’re disciplined anyway, and so when the credit provides say well we’ll feel a lot better without these things, we said that’s okay. We think that right now because a lot of these deals want to close by year end, and because there is some questioning and dislocation whether this fiscal cliff gets decided or not decided and what the result of that is. We’re actually seeing pricing firm a little bit and covenants firm a little bit, so we feel good about the deals that we’re doing into year end. I can't tell you that continues into next quarter, but there’s been a nice uptick in quality at least in the last couple of weeks.

Bo Ladyman - Raymond James

Okay. And that’s all from me. Thank you guys.

Operator

Thank you. Our next question comes from the line of Stephen Laws from Deutsche Bank. Go ahead please.

Stephen Laws - Deutsche Bank Securities Inc.

Hi, good morning, I think all my questions have been answered. So, I may ask one that you guys have fit on, slightly different way. Clearly moving up-market it seems like a lot of attractive opportunities there, deal size gets a little bigger. Can you maybe talk about what really pushed that to happen, is it you just need larger deals given your equity basis grown, is it we’ve seen more and more entrants into the lower-end of the market, that I would say $200 million to $300 million of capitalization that’s made some of the smaller loans more competitive, is it simply where some of your partners are kind of moving towards and that’s really the more of the flow you’re seeing. I guess can you maybe talk about all the different reasons or what the primary reasons where you have decided to kind of move up-market, I know you guys have hit on a lot on the call, but have a rush of new competitors push that decision at all?

Leonard M. Tannenbaum

I think you said that actually pretty well. I think it’s all three reasons, definitely play into – look, we have 78 portfolio openings. We have $1.4 billion in assets. We’re still doing as I said – we just signed today is a terrific deal for the SBA at about $10 million. But we’re also being able to take down $100 million whole sizes and syndicate them down or back lever them. So we can do $10 million deal and $100 million deal, but what you see in volume – right, let’s say I do five $10 million deals and I do one $50 million deal. I put the same amount of assets in lower middle market and the upper middle market, but I only do one deal in the upper middle market. There’s no question that most of our deals are still in the lower and middle market.

Dollars wise you’re going to see it more in the upper middle market. But I’ll give you an example of the last point that you just made, Riverside Partners is one of our favorite partners and a terrific private equity firm, just raised their fund over subscribed to $625 million, that’s up from $400 million something which was up from $300 million something the time before that and as we have these relationships and they grow we grow with them, and we’re going to support them at the bigger size levels.

If you look at our top portfolio holdings if we localized it’s with Riverside, and they are – that’s just one example of that kind of growth, whether that’s Chicago Growth Partners in Chicago or a number of other firms that are raising the success of funds, they have been great private equity sponsors, they delivered good returns to their LPs and we need to support them at bigger levels with different types of borrowing. So, that’s a lot of the growth too, it’s just basic growth along with your partners.

Stephen Laws - Deutsche Bank Securities Inc.

Great. And then I guess, obviously we don’t know the bank rules and where those are going to shakeout over the next [goodness and I wonder, it (indiscernible) many years but it looks like financial institutions a number of them out there are down about 30% especially in the lower-end. Is that something that, that kind of void in the market is where you guys are positioned now or have you kind of moved up past where the void is or, I guess, maybe can you help me think about where you guys exactly fit in now on the competitive landscape clearly above those with smaller platforms and less capital and that they’re a lot more worried about concentration risk on $25 million to $50 million investment. Are you guys below kind of the high-end banks that are active or kind of help me figure out exactly where you guys fit in kind of the spectrum I guess.

Leonard M. Tannenbaum

So, actually it brings up another point which I didn’t make on the call about Basel. I mean for the first time we’re really hearing from the banks how focused they are on Basel and the weighted cost of capital. For example, Basel is going to really hit the insurance industry badly and these kinds of assets it’s going to be much tough for the banks to lend to. For us I think it’s pretty much middle, it didn’t really help them as since with investment grade, an investment grade internally to them, it’s okay but the difference between investment grade and non-investment grade weighted could charge a capital charge to be 4% capital charge for investment grade to 12% for non-investment grade.

So, there’s definitely – but for the first this two month period and maybe just because I am redoing the facility here, but we’re hearing from every bank, we’re talking to every bank and every back is very focused on how loans to Fifth Street, loans to others affect Basel and where the tangible equity is going and where their risk weighted charge – capital charge is going.

And so as that continues the lower middle market or middle market should be very attractive for alternative asset providers like us in the industry. As for BDC competition, we really do not see competition at all from the smaller BDCs and they keep trying to go public and some of them get public and some of them don’t and look, we were one. If that’s not the type – when you’re a $200 million, $300 million market company our sponsors at $600 million, $700 million, $800 million, $1 billion, $2 billion funds don’t want to deal with you. And the reason is, because they can't provide the amount of capital and certainty to them and they can't provide growth capital when they want to grow their companies, not because they’re not good or bad it’s just you need a certain amount of capital and capacity to satisfy the middle market private equity firms that they have. They are relegated to low middle market or they’re relegated to participating. And that’s going to be for a while until they grow and some of them grow very rapidly and some of them don’t deliver.

Stephen Laws - Deutsche Bank Securities Inc.

Yeah, well will make sense and I guess as I drop off, congratulations, you guys continue to do a solid job on the pipeline, but also on the other side of the equation continue to do a excellent job of renegotiating your financing costs lower. So, congratulations on both of those things.

Leonard M. Tannenbaum

Thanks. It’s not easy.

Stephen Laws - Deutsche Bank Securities Inc.

Yes, I can imagine. Thanks.

Operator

Our next question comes from the line of Casey Alexander from Gilford Securities. Go ahead please.

Casey Alexander - Gilford Securities, Inc.

Hi, good morning, Len.

Leonard M. Tannenbaum

Hi.

Casey Alexander - Gilford Securities, Inc.

We certainly appreciate the improvement in the credit quality of the portfolio, so I congratulate you guys for cleaning up some of that stuff. Let me ask you, what is the cost of the Sumitomo facility in terms of a non use fee, and are we really looking at a just a snapshot of a moving train because it sure seems as though it’s been highly underutilized since you took it down.

Leonard M. Tannenbaum

Well, it has been more underutilized than we would like by far, and part of the reason why it’s been so underutilized is we originated a bunch of assets in there, nice high-quality great assets and six months later we get our prepayment penalty and we get prepaid on those assets. And then we got to put them back out and when they’re put out in Sumitomo, we’re not doing $50 million deals; we’re doing $10 million and $15 million, so it’s got to be diversified. And the probably with that is, it takes time to redo those assets. So it’s definitely been growing slower. Having said that, the use fee – what is it?

Alexander C. Frank

The average is about 50 basis points.

Leonard M. Tannenbaum

50 basis points. So its 50 basis points in non use fee and Sumitomo has been very – a terrific partner and been very flexible about that, so going forward its 50 basis points, but in the past they’ve been very flexible realizing the ramp-up took a little bit longer.

Casey Alexander - Gilford Securities, Inc.

Okay. Secondly, and this is probably just a clean-up issue, but there’s been a couple of lines on your expenses, the professional fees and the G&A expenses that were significantly lower than they had been in last quarters. Is that truing up prepayments earlier in the year because this is the fourth quarter or was there something unusual to this quarter that caused them to be so low?

Leonard M. Tannenbaum

No. I don’t it usually low or high, but you bring up another good point. We do focus on G&A as a percentage of assets, and a percentage of equity. And one of the things a lot of analysts have written about years past, is I think they’re totally mischaracterizing it. Is that we were too high on a percentage basis of G&A as a percentage of assets. The reason is because we were relatively under levered during those years. We just didn’t put on all those assets and we also had, I build infrastructure first.

That’s just how I live my life. I don’t wait for assets to come to then hire people and build infrastructure, we have our infrastructure in place. And so a little bit of that, now financial services companies like us are scalable and what you saw this past year is much more a big step down in G&A as a percentage of assets, and I think you’re going to continue to see G&A leverage as we continue to grow, because we put that key infrastructure in place hiring really great people like Alex, but also putting in systems like Black Mountain, Wall Street Office I mean the systems are very, very expensive a lot of them (indiscernible) but still very expensive, and implementation was very expensive and well worth it. We get up to the minute any way you want to slice our portfolio in risk basis and if any way you want to slice the assets and we utilize all of that new information to make better decisions.

Casey Alexander - Gilford Securities, Inc.

Well I certainly do appreciate that, and we would like to see the expenses managed, but thinking about the $0.5 million bucks below what they’ve been in the last four to six quarters and the difference is about $0.02 a share in NII positive bumps, So I mean there are – they do stand out a little bit.

Leonard M. Tannenbaum

Thank you. I don’t think you’re going to see – you’re not going to get on the call six months from now and say; oh wow, that came right back and now we’re too high. I think you’re going to continue to see G&A leverage as a percentage of assets as we grow.

Casey Alexander - Gilford Securities, Inc.

Okay. Thank you.

Operator

We have no further questions in the queue at this time. Now I would like to hand back to Dean Choksi for closing remarks.

Dean Choksi

Thank you for joining us on the call today. Please follow-up with us if you have any further questions.

Operator

Thank you for joining today’s conference. This concludes your presentation. You may now disconnect. Good day.

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