SEC Division of Investment Management staff letter: Fifth Street Finance Corp.

1275 Pennsylvania Ave., NW ATLANTA
AUSTIN
Washington, DC 20004-2415 HOUSTON SUTHERLAND NEW YORK 202.383.0100 Fax 202.637.3593 WASHINGTON DC www.sutherland.com STEVEN B. BOEHM DIRECT LINE: 202.383.0176 E-mail: Steven.boehm@sulherland.com February 23, 2010 VIA COURIER Associate Director and Chief Counsel Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Fifth Street Finance Corp. Dear Mr. Scheidt:
We are writing on behalf of Fifth Street Finance Corp. to seek the assurance of the Division of Investment Management that it would not recommend enforcement action to the Securities and Exchange Commission (the "Commission") against Fifth Street Mezzanine Partners II, L.P. (the "Private Fund"), a Delaware limited partnership, under Section 57(a)(4) of the Investment Company Act of 1940 (the "Act") or Rule 17d-l under the Act, if the Private Fund enters into a debt restructuring transaction, as described below, in which Fifth Street Finance Corp. (the "BDC"), a Delaware corporation, also would be a participant, without applying for and receiving a Commission order under Rule 17d-l under the Act. I Background The Parties The BDC. The BDC is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the Act. The BDC is managed and advised by Fifth Street Management LLC (the "BDC Adviser") and is headquartered in White Plains, New York. The BDC's predecessor fund, Fifth Street Mezzanine Partners Ill, L.P. (the "Prior Fund"), commenced operations as a Delaware private limited partnership that relied on Section 3(c)(7) on February 15,2007. Effective as of January 2,2008, the Prior Fund merged with and into the BDC, which made its business development company election on that date. The BDC completed its initial public offering on June 11, 2008. 1 All section and rule references herein are to the Act and the rules thereunder. 871387512 SUTHERLAND ASBILL AND BRENNAN LLP