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Form 8-K Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 1, 2011   (February 25, 2011)

Fifth Street Finance Corp.
(Exact name of registrant as specified in its charter)


Delaware 		 
1-33901 		 
26-1219283
(State or other jurisdiction
of incorporation) 		  (Commission File Number)   (IRS Employer Identification No.)


 
10 Bank Street, 12th Floor, White Plains, NY 		 
10606 		 
  (Address of principal executive offices)   (Zip Code)  

Registrant's telephone number, including area code:   (914) 286-6800



Not Applicable
(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
    [    ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    [    ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    [    ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    [    ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On February 25, 2011, Fifth Street Finance Corp. amended its three-year credit facility with Wells Fargo Bank, N.A. The interest rate of the facility was reduced to LIBOR plus 3.0% per annum, with no LIBOR floor. In addition, the maturity date of the facility was extended to February 25, 2014.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1 Press Release dated February 28, 2011

SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    Fifth Street Finance Corp.
(Registrant)
March 1, 2011
(Date) 		  /s/   BERNARD D. BERMAN
Bernard D. Berman
President

  Exhibit Index
  99.1 Press release dated February 28, 2011






Fifth Street Finance Corp. Announces Improved Pricing on Its Wells Fargo Credit Facility

EXHIBIT 99.1

Fifth Street Finance Corp. Announces Improved Pricing on Its Wells Fargo Credit Facility

WHITE PLAINS, N.Y., Feb. 28, 2011 (GLOBE NEWSWIRE) -- Fifth Street Finance Corp. (NYSE:FSC) announced today that the terms of its three-year credit facility with Wells Fargo Bank, N.A. have been amended. The interest rate of the facility has been reduced to LIBOR plus 3.0% per annum, with no LIBOR floor. In addition, the maturity date of the facility has been extended to February 25, 2014.

About Fifth Street Finance Corp.

Fifth Street Finance Corp. is a specialty finance company that lends to and invests in small and mid-sized companies, primarily in connection with investments by private equity sponsors. Fifth Street Finance Corp.'s investment objective is to maximize its portfolio's total return by generating current income from its debt investments and capital appreciation from its equity investments.

The Fifth Street Finance Corp. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=5525

Forward-Looking Statements

This press release 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," 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.

CONTACT: Fifth Street Finance Corp.
         Stacey Thorne, Executive Director, Investor Relations
         (914) 286-6811
         stacey@fifthstreetfinance.com