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) January 20, 2016 (January 19, 2016)

Fifth Street Finance Corp.

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code:   (203) 681-3600

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:

Item 1.01. Entry into a Material Definitive Agreement.

At an in-person meeting held on January 19, 2016, the board of directors of Fifth Street Finance Corp. (“FSC”), including all of the directors who are not interested persons, unanimously approved the entry by FSC on such date into a third amended and restated investment advisory agreement (the “Third Amended and Restated Investment Advisory Agreement”) with Fifth Street Management LLC, a subsidiary of Fifth Street Asset Management Inc. (“FSM”), as investment adviser. The Third Amended and Restated Investment Advisory Agreement reduces the base management fee payable to FSM on gross assets, excluding cash and cash equivalents, from 2.00% to 1.75%, effective as of January 1, 2016. The other commercial terms of FSC’s existing investment advisory relationship with FSM remain unchanged.

The foregoing description of the Third Amended and Restated Investment Advisory Agreement does not purport to be complete and is qualified in its entirety by reference to the Third Amendment and Restated Investment Advisory Agreement, attached hereto as Exhibit 10.1 and incorporated by reference herein. In addition, FSC today issued a press release announcing, among other things, the reduction in base management fees payable to FSM. A copy of the press release is attached hereto as Exhibit 99.1.

Item 2.02. Results of Operations and Financial Condition.

On January 20, 2016, FSC issued a press release announcing, among other things, its preliminary financial results for the quarter ended December 31, 2015. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being “furnished” and is not deemed “filed” by FSC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor is it deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

SIGNATURE

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