Item 8.01. Other Events.

On December 14, 2012, Fifth Street Finance Corp. (NASDAQ:FSC) ("Fifth Street") issued an additional 725,000 shares of common stock at a purchase price of $10.68 per share for gross proceeds of $7,743,000. The shares were issued in connection with the partial exercise of an option previously granted to the underwriters of its announced public offering of 14,000,000 shares which closed on December 7, 2012. Fifth Street now has 105,878,505 shares of common stock outstanding and estimates that the weighted average basic shares outstanding for the quarter ending December 31, 2012 will be 94,886,844.

Forward-Looking Statements

This filing may contain certain forward-looking statements, including statements with regard to the future performance of Fifth Street Finance Corp. Words such as "believes," "expects," "projects," "anticipates," "estimates," and "future" or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements, and these factors are identified from time to time in Fifth Street Finance Corp.'s filings with the Securities and Exchange Commission. Fifth Street Finance Corp. undertakes no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise.

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