FSC Securities Settlement
FSC Securities Settlement
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The information contained on this web page is only a summary of information presented in more detail in the Notice of: (1) Pendency and Proposed Settlement of Class Action; (2) Motion for Attorneys’ Fees and Expenses; and (3) Hearing on Proposed Settlement (the “Notice”), which you can access by clicking here. Since this website is just a summary, you should review the Notice for additional information.

PLEASE NOTE: This website does not apply to a separate settlement on behalf of investors in Fifth Street Asset Management (“FSAM”).  If you purchased shares of FSAM in addition to or instead of shares of FSC, you may be entitled to a recovery in the FSAM settlement.  For more information about that case, please visit www.FSAMSecuritiesLitigation.com. This website also does not apply to a separate settlement of derivative actions that are pending in Connecticut and Delaware. For information about that settlement, please visit http://fsc.fifthstreetfinance.com

 

If you are a Class Member, your legal rights will be affected by this Settlement whether you act or do not act.

Please read the Notice carefully

IF YOU PURCHASED OR OTHERWISE ACQUIRED COMMON STOCK OF FIFTH STREET FINANCE CORP. (“FSC”) DURING THE PERIOD FROM JULY 7, 2014 THROUGH FEBRUARY 6, 2015, AND WERE DAMAGED THERBY, YOU MAY BE ENTITLED TO A PAYMENT FROM A CLASS ACTION SETTLEMENT.

IMPORTANT DATES AND DEADLINES

REMAIN A MEMBER OF THE CLASS AND SUBMIT A CLAIM FORM POSTMARKED OR RECIEVED NO LATER THAN MARCH 27, 2017

 

This is the only way to be eligible for a payment.

EXCLUDE YOURSELF FROM THE CLASS BY SUBMITTING A WRITTEN REQUEST FOR EXCLUSION RECIEVED NO LATER THAN JANUARY 26, 2017

Get no payment. This is the only option that allows you to ever be part of any other lawsuit against the Defendants and the other Releasees about the claims in this case.

OBJECT TO THE SETTLEMENT BY SUBMITTING WRITTEN OBJECTIONS RECEIVED NO LATER THAN JANUARY 26, 2017

Write to the Court and explain why you do not like the Settlement, the proposed Plan of Allocation, or the request for attorneys’ fees and litigation expenses. You cannot object to the Settlement unless you are a Class Member and do not exclude yourself.

GO TO A HEARING ON FEBRUARY 16, 2017, AT 2:45 P.M., AND FILE A NOTICE OF INTENTION TO APPEAR, RECEIVED  NO LATER THAN JANUARY 26, 2017

Ask to speak in Court about the fairness of the Settlement, the proposed Plan of Allocation, or the request for attorneys’ fees and litigation expenses.

DO NOTHING

Get no payment. Remain a Class Member. Give up your rights.

 

The Fairness Hearing

The Court will hold a Fairness Hearing on February 16, 2017, at 2:45 p.m., before United States District Judge Lewis A. Kaplan, at the United States District Court for the Southern District of New York, located at 500 Pearl Street, Courtroom 21B, New York, New York 10007. The Court reserves the right to approve the Settlement, the Plan of Allocation, and/or Lead Counsel’s request for attorneys’ fees and litigation expenses at or after the Fairness Hearing without further notice to the Class.  Lead Counsel intends to file papers in support of final approval of the proposed Settlement, the Plan of Allocation, and the request for attorneys’ fees and litigation expenses on or before January 12, 2017.  The papers will be posted to this website under the “Court Documents” link on the left.   

What is this case about?

FSC is a publicly traded Connecticut-based business-development company. Starting in October 2015, three class actions were filed by purchasers of FSC common stock alleging violations of the federal securities laws.  On February 1, 2016, the Court appointed the Lead Plaintiff and Lead Counsel.

On April 1, 2016, Lead Plaintiff filed an amended complaint (the “Complaint”) asserting claims under the Securities Exchange Act of 1934.  The Complaint contends that, during the Class Period, Defendants made materially false statements and/or omitted material facts about FSC’s financial condition.  Plaintiff alleges that Defendants engaged in a scheme to inflate FSC’s assets and investment income in order to increase the revenue of FSC’s investment adviser, Fifth Street Asset Management Inc. (“FSAM”), before FSAM’s initial public offering at the end of October 2014.  After that offering, FSC wrote down the value of certain assets, suspended its dividend for February 2015, and reduced its future dividends.  The Complaint contends that these alleged misstatements and omissions inflated the price of FSC’s common stock during the Class Period.

Defendants moved to dismiss the Complaint on May 31, 2016.  The parties then engaged in settlement discussions – with the assistance of a mediator (a retired California Superior Court Judge) – and were able to reach the proposed Settlement described here.

The Settlement Benefits

The Settlement provides $14,050,000 in cash for the benefit of the Class. The Settlement Amount and any interest it earns constitute the “Settlement Fund.”  The “Net Settlement Fund” is the Settlement Fund after deduction of Court-approved attorneys’ fees and litigation expenses, Notice and Administrative Expenses, Tax Expenses, and any other fees or expenses approved by the Court.  The Net Settlement Fund will be distributed to Authorized Claimants – i.e., members of the Class who timely submit valid Claim Forms that show Recognized Claims pursuant to the Plan of Allocation and are approved by the Court.

The Net Settlement Fund will not be distributed unless and until the Court has approved the proposed Settlement and the Plan of Allocation (or some other allocation plan) and the Court’s approval becomes “final” (meaning that the time to appeal the Order granting approval has expired, or, if the Order is appealed, that the appeal is decided without causing a material change in the Order or that the Order is upheld on appeal and is no longer subject to any further type of appellate review).  The Plan of Allocation is separate from the Settlement, so any decision by the Court concerning the Plan of Allocation will not affect the validity or finality of the Settlement.  The Court may approve the Plan of Allocation with or without modifications agreed to among the parties, or another plan of allocation, without further notice to Class Members.

The Rights of Members of the Class

If you are a member of the Class, you have the following options:

Submit a Claim Form

If you are a Class Member and want to claim money from the Net Settlement Fund, you must submit a Claim Form and supporting documentation. A Claim Form is included with the Notice or you may download a Claim Form under the “Claim Form” link on the left.   You may also file a Claim Form online under the “File Online Claim Form” link on the left by March 27, 2017. You may also request a Claim Form by calling 866-217-4461 or e-mailing info@FSCSecuritiesSettlement.com. The Claim Form and the required documents must be sent to the address  printed in the Claim Form or submitted online and must be received or postmarked no later than March 27, 2017.

Exclude yourself from the Class

If you are a member of the Class and wish to exclude yourself from the Class, you must submit a request for exclusion such that it is received no later than January 26, 2017, in accordance with the instructions set forth in the Notice. If you properly exclude yourself from the Class, you will not be bound by any judgments or orders entered by the Court in the Action related to the Settlement and you will not be eligible to share in the proceeds of the Settlement.

 

Object to the Settlement

Any objections to the proposed Settlement, the Plan of Allocation, or Lead Counsel’s request for an award of attorney’s fees and litigation expenses, must be filed with the Clerk of the Court and delivered to Lead Counsel for the Class and Defendants’ Counsel such that they are received no later than January 26, 2017, in accordance with the instructions set forth in the Notice.

File a Notice of Intention to Appear

If you wish to speak at the Fairness Hearing, you must also file and serve a notice of intention to appear, in accordance with the instructions set forth in the Notice. You must file and serve your notice of intention to appear with the Court and the Settling Parties’ counsel, at the addresses listed in paragraph 56 of the Notice, so that it is received on or before January 26, 2017.

You do not need to hire an attorney to represent you in making written objections or in appearing at the Fairness Hearing. However, if you decide to hire an attorney at your own expense, he or she must file a notice of appearance with the Court and serve it on the Settling Parties’ counsel, at the addresses listed in paragraph 56 of the Notice, so that the notice is received on or before January 26, 2017.

Do Nothing

If you choose this option, you will be forever barred from receiving payments from the Settlement, but will remain a Class Member and be subject to the provisions of the Settlement Agreement and the Court’s Orders and Judgment. Each Class Member will release the Released Plaintiff’s Claims against Defendants and the other Releasees and will be enjoined and prohibited from filing, prosecuting, or pursuing any of the Released Plaintiff’s Claims against Defendants.


Further Information:

This website and the Notice summarizes the Settlement.  For more details regarding the Settlement please reference the Settlement Agreement, or other documents filed in the case under the “Court Documents” link on the left.  You may also contact the Claims Administrator or Lead Counsel for further information regarding this Settlement:

Claims Administrator:

FSC Securities Settlement
c/o A.B. Data, Ltd.
PO Box 173025
Milwaukee, WI  53217
866-217-4461

info@FSCSecuritiesSettlement.com
www.FSCSecuritiesSettlement.com


Lead Counsel for the Class:

LABATON SUCHAROW LLP


Joel H. Bernstein, Esq.
140 Broadway
New York, NY 10005
1-888-219-6877
settlementquestions@labaton.com
www.labaton.com

If you have questions, you may call the In Re Fifth Street Finance Corp. Help Line at 866-217-4461 or email info@FSCSecuritiesSettlement.com

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