Fifth StreetAsset Management said April 7 that Nathaniel August, founder andpresident of MangrovePartners, is expected to be appointed to the company's board.
Mangrove Partners is the beneficial owner of approximately12% of the company's class A common stock.
The company on April 6 entered into an agreement with TheMangrove Partners Master Fund Ltd. and Mangrove Partners, pursuant to whichMangrove will be entitled to nominate a director of Fifth Street as long asMangrove's aggregate beneficial ownership of the company's class A common stockexceeds 5% of the company's then outstanding common stock, according to a Form8-K filed April 7.
The company and Mangrove agreed to mutually identify oneadditional director who is not affiliated with Mangrove and qualifies asindependent pursuant to the SEC and NASDAQ listing standards. The process forthe search of any such new director will be conducted by the nominating andcorporate governance committee of Fifth Street's board. If, upon the jointrecommendation by the nominating committee and Mangrove, the board approvessuch additional nominee, then it will take all necessary action to appoint thenominee as a director.
In addition, pursuant to the terms of the agreement,Mangrove agreed to vote all of 932,281 common shares of beneficially owned by it in accordance with recommendationsgiven by Fifth Street Senior Floating's board at its April 7 annual meeting ofstockholders.
The outside termination date of the agreement is the date ofthe conclusion of the company's 2017 annual meeting of stockholders.