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TEXT-Fitch expects to rate Fifth Street Finance notes 'BBB-'

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(The following statement was released by the rating agency)

Oct 11 - Fitch Ratings expects to rate Fifth Street Finance Corp's

(FSC) senior unsecured notes 'BBB-'. Proceeds are expected to be usedfor general corporate purposes, including the funding of new investments andworking capital requirements. FSC may also use a portion of the proceeds torepay debt outstanding, including balances on its credit facilities. Fitch doesnot expect the issuance to have a material impact on leverage.

RATING DRIVERS AND SENSITIVITES

FSC's Stable Outlook reflects Fitch's expectations for relatively consistentoperating performance, as revolver capacity and portfolio proceeds areredeployed into cash-yielding investments with attractive risk-adjusted returns,and the maintenance of solid asset quality, stable liquidity, and strongdividend coverage from net investment income

Positive rating momentum is believed to be limited over the near term, givenFSC's size and relatively short-operating history as a public company, but couldbe influenced over the longer term by consistent operating performance, furtherportfolio diversification, stronger cash earnings coverage of the dividend, andcontinued economical access to the unsecured markets.

Negative rating action could be driven by an increase in leverage above thetargeted range, resulting from material unrealized depreciation, and/or anincrease in the proportion of equity holdings without a commensurate decline inleverage. Declines in operating performance, a prolonged increase in non-accruallevels and weaker dividend coverage would also be viewed unfavorably from aratings perspective.

Headquartered in White Plains, NY, FSC is an externally managed businessdevelopment company, formed in 2007 with an objective to generate both currentincome and capital appreciation through debt and equity investments. As of June30, 2012, the company had investments in 76 portfolio companies amounting toapproximately $1.2 billion at fair value.

Fitch expects to assign the following rating:

Fifth Street Finance Corp:--Senior unsecured notes 'BBB-'.Fitch currently rates FSC as follows:--Long-term Issuer Default Rating (IDR) 'BBB-';--Secured debt 'BBB-;--Unsecured debt 'BBB-'.The Rating Outlook is Stable.

(Caryn Trokie, New York Ratings Unit)

((Caryn.Trokie@thomsonreuters.com; 646-223-6318; Reuters Messaging:rm://caryn.trokie.reuters.com@reuters.net))

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