As filed with the Securities and Exchange Commission on April 12, 2010

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT NO. 1

TO

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

 

 

FS INVESTMENT CORPORATION

(Name of Subject Company (Issuer))

FS INVESTMENT CORPORATION

(Names of filing Persons (Offeror and Issuer))

Common Stock, Par Value $0.001 per share

(Title of Class of Securities)

302635 107

(CUSIP Number of Class of Securities)

(Underlying Common Stock)

 

 

Michael C. Forman

President and Chief Executive Officer

FS Investment Corporation

Cira Centre

2929 Arch Street, Suite 675

Philadelphia, PA 19104

(215) 495-1150

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

 

 

Copies to:

Steven B. Boehm, Esq.

Sutherland Asbill & Brennan LLP

1275 Pennsylvania Avenue, N.W.

Washington, DC 20004-2415

CALCULATION OF FILING FEE

 

TRANSACTION VALUATION		AMOUNT OF FILING FEE
$1,019,341.44		$72.68*

 

*	The Filing Fee is calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, and equals $71.30 for each $1,000,000 of the value of the transaction.

 

x	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify persons filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $72.68

Form or Registration No.: Schedule TO

Filing Party: FS Investment Corporation

Date Filed: February 26, 2010

 

¨	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

¨

Third-party tender offer subject to Rule 14d-1.

 

þ

Issuer tender offer subject to Rule 13e-4.

 

¨

Going-private transaction subject to Rule 13e-3.

 

¨

Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:    x

 

 

 

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FINAL AMENDMENT TO TENDER OFFER

This Amendment No. 1 to the Schedule TO filed by FS Investment Corporation, a Maryland corporation (“FSIC” or the “Company”), relating to the offer to purchase up to the lesser of (1) 108,904 shares of its issued and outstanding Common Stock, par value $0.001 per share (the “Shares”) (which number represents 2.5% of the weighted average number of Shares outstanding for the calendar year ended December 31, 2009), and (2) the number of Shares it can repurchase with the proceeds it receives from the sale of Shares under its distribution reinvestment plan. The tender offer was made upon and subject to the terms and conditions set forth in the Offer to Purchase, dated March 1, 2010 (“Offer”), and the related Letter of Transmittal. The Offer terminated on March 26, 2010, and a total of 11,141.751 Shares were tendered and not withdrawn as of such date. In accordance with the terms of the Offer, the Company purchased a total of 11,141.751 Shares at a price equal to $9.36 per Share for a total payment of $104,286.79. After completion of the Offer, a total of 16,510,506.039 Shares remain issued and outstanding.

 

2

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 12, 2010

 

 

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