Fifth Street Asset Management Inc. Announces 2017 Year End Update

GREENWICH, Conn., March 14, 2018 /PRNewswire/ -- Fifth Street Asset Management Inc. FSAM ("FSAM" or "we") today provided an update on its financial condition as of December 31, 2017.

Plan of Liquidation

On December 11, 2017, we filed a Certificate of Dissolution (the "Certificate of Dissolution") with the Secretary of State of Delaware. Pursuant to General Corporation Law of the State of Delaware ("DGCL"), we continue to exist for three years after filing of the Certificate of Dissolution or for such longer period as the Delaware Court of Chancery shall direct, or as may be required to resolve any pending litigation matters, for the purpose of prosecuting and defending suits against us and enabling us to gradually close our business, dispose of our property, discharge our liabilities and distribute to our stockholders any remaining assets which is expected to be completed by December 11, 2020.

Upon filing of the Certificate of Dissolution, FSAM adopted a Plan of Liquidation, which provides that we will cease further business activities except to the extent and for the period described above.  Pursuant to the Plan of Liquidation, among other actions, we will complete the following steps at such times as our Board of Directors or FSAM officers implementing the Plan of Liquidation, in their discretion and in accordance with the DGCL, deem necessary, appropriate or advisable in the best interests of the FSAM and its stockholders:

• Sell all of our common stock investments in Oaktree Specialty Lending Corporation (formerly known as Fifth Street Finance Corp.) and Oaktree Strategic Income Corporation (formerly known as Fifth Street Senior Floating Rate Corp.) in accordance with any limitations set forth in pledge agreements or the asset purchase agreement entered into with Oaktree Capital Management, L.P. ("Oaktree");
• Seek collection of our management fees receivable, escrow receivable, affiliate receivables and income tax receivable;
• Dispose of all other tangible assets (e.g. fixed assets, fractional interests in corporate aircrafts and other assets) which may include sales to related or unrelated parties or donations to charitable organizations;
• Pay or make provision for the payment of liabilities and outstanding obligations prior to the date of the Plan of Liquidation or incurred or to be incurred after such date, including expenses associated with the liquidation and winding up of our affairs;
• If deemed necessary or appropriate by our Board of Directors, in its absolute discretion, establish and set aside a contingency reserve to satisfy claims against and any of our unmatured or contingent liabilities and expenses of the sale of our property and assets and the liquidation and dissolution provided for in the Plan of Liquidation;
• Payment of liquidating distributions to FSAM stockholders of record as determined by the Board of Directors;
• Distribution to FSAM stockholders, or the transfer to one or more liquidating trustees for the benefit of FSAM stockholders under a liquidating trust, of our remaining assets after payment or provision for payment of claims against and obligations of FSAM; and
• The taking of any and all other actions permitted or required by the DGCL and any other applicable laws and regulations.

Liquidation Basis of Accounting

Upon adoption of the Plan of Liquidation, we adopted the liquidation basis of accounting as of November 28, 2017.  This basis of accounting is considered appropriate when, among other things, liquidation of an entity is imminent.  The Consolidated Statement of Net Assets in Liquidation as of December 31, 2017 and the Consolidated Statement of Changes in Net Assets in Liquidation for the period from November 28, 2017 to December 31, 2017 are attached as exhibits hereto, reflect our adoption of the liquidation basis of accounting.

Under the liquidation basis of accounting, all of our assets have been stated at their estimated net realizable value based on current contracts, estimates and other indications of sales value.  All of our liabilities, including those estimated costs associated with implementing the Plan of Liquidation, have been stated at their estimated settlement amounts.  These estimates will be periodically reviewed and adjusted as appropriate.  There can be no assurance that these estimated values will be realized.

Recent Developments

In February 2018, the Board of Directors of FSAM determined that it was advisable and in the best interest of FSAM and its stockholders to voluntarily move its Class A common stock from the OTCQX US Market, operated by OTC Markets, Inc., and to take the steps necessary to list the FSAM Class A common stock for trading on the Pink Market, operated by OTC Markets, Inc. FSAM currently expects that its Class A common stock will be quoted for trading in the Pink Market under the trading symbol "FSAM" on or about March 26, 2018.

Forward-Looking Statements

Some of the statements in this press release may include forward-looking statements that reflect current views with respect to future events and financial performance, and FSAM may make related oral, forward-looking statements on or following the date hereof.  Statements that include the words "should," "would," "expect," "intend," "plan," "believe," "project," "anticipate," "seek," "will," and similar statements of a future or forward-looking nature identify forward-looking statements in this press release or similar oral statements.  Such statements are "forward looking" statements. Because forward-looking statements include risks and uncertainties, actual results may differ materially from those expressed or implied and include (a) that FSAM has no revenue generating operations, (b) the amount and timing of any release of escrowed transaction proceeds to FSAM and its subsidiaries, which will depend on the outcome of contingencies set forth in the asset purchase agreement with Oaktree, (c) the costs and expenses that FSAM and its subsidiaries have, and may incur, in connection with its liquidation, (d) that future dividends and distributions of proceeds of FSAM's liquidation to FSAM Class A stockholders must be declared by FSAM's Board of Directors subject to applicable law and (e) that any amounts distributed to FSAM Class A stockholders may not be reflective of the price at which any investor has purchased, or may purchase, shares of FSAM Class A common stock.  FSAM undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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SOURCE Fifth Street Asset Management Inc.