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
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Date of Report (Date of earliest event reported)
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April 22, 2010
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FS Investment Corporation
(Exact name of Registrant as specified in its charter)
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Maryland
(State or other jurisdiction of incorporation)
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0-53424
(Commission File Number)
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26-1630040
(I.R.S. Employer Identification No.)
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Cira Centre
2929 Arch Street, Suite 675
Philadelphia, Pennsylvania
(Address of principal executive offices)
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19104-2867
(Zip Code)
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Registrant’s telephone number, including area code
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(215) 495-1150
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None
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02.
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Results of Operations and Financial Condition.
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On April 23, 2010, FS Investment Corporation (“FSIC”) issued a press release announcing that it had declared two cash distributions which will be paid on June 30, 2010 to shareholders of record as of April 13, 2010 and April 28, 2010, respectively. FSIC also issued public guidance concerning its anticipated May 1, 2010 public offering price and announced an April 15, 2010 public offering price of $10.40 per share. The text of this press release is included as an exhibit to this Form 8-K.
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Item 9.01.
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Financial Statements and Exhibits
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(a)
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Not Applicable.
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(b)
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Not Applicable.
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(c)
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Not Applicable.
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(d)
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Exhibits.
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EXHIBIT
NUMBER
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DESCRIPTION
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SIGNATURES
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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.
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FS Investment Corporation
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Date:
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April 23, 2010
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By:
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/s/ Michael C. Forman
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Michael C. Forman
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President and Chief Executive Officer
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Exhibit 99.1
FOR IMMEDIATE RELEASE
FS Investment Corporation Announces Two Cash Distributions and Issues Guidance Regarding its May 1, 2010 Public Offering Price
PHILADELPHIA, April 23, 2010 – On April 22, 2010, the Board of Directors of FS Investment Corporation (“FSIC”) declared two cash distributions of $0.03125 per share each. Both distributions will be paid on June 30, 2010, the first to shareholders of record on April 13, 2010 and the second to shareholders of record on April 28, 2010.
The determination of the tax attributes of FSIC’s distributions is made annually as of the end of FSIC’s fiscal year based upon its taxable income for the full year and distributions paid for the full year. Therefore, a determination made on a quarterly basis may not be representative of the actual tax attributes of its distributions for a full year. FSIC intends to update shareholders quarterly with an estimated percentage of its distributions that resulted from taxable ordinary income. The actual tax characteristics of distributions to shareholders will be reported to shareholders annually on a Form 1099-DIV.
FSIC’s affiliate, Franklin Square Holdings, L.P., has agreed to reimburse FSIC for expenses in an amount that is sufficient to ensure that FSIC’s net investment income and net capital gains are equal to or greater than the cumulative distributions paid to its stockholders in each quarter. Under this arrangement, no portion of FSIC’s cash distributions is expected to represent a return of capital for its stockholders. Franklin Square Holdings has no obligation to reimburse any portion of FSIC’s expenses. The specific amount of expenses reimbursed by FSIC’s sponsor, if any, will be calculated at the end of each quarter. FSIC does not expect that conditions will require Franklin Square Holdings to provide reimbursements in the future. To the extent reimbursements may be needed in the fut
ure, there can be no assurance that Franklin Square Holdings will provide any such reimbursements. Franklin Square Holdings is controlled by FSIC’s president and chief executive officer, Michael Forman, and its director, David Adelman.
April 15 Public Offering Price and Guidance
FSIC also announced that on April 15, 2010, it closed on subscriptions received from April 1, 2010 through April 14, 2010 at a gross offering price of $10.40 per share. Further, based on current market conditions, FSIC expects that it will maintain the $10.40 per share offering price for its May 1, 2010 closing, which will apply to subscriptions received from April 15, 2010 through April 30, 2010. The specific offering price on May 1, 2010 will be determined by FSIC’s Board of Directors based upon market conditions and the terms set forth in its prospectus at the time of closing. FSIC will update this guidance should its anticipated public offering price materially deviate from $10.40 per share.
Forward-Looking Statements
This announcement may contain certain forward-looking statements, including statements with regard to the future performance of FS Investment Corporation. Words such as "believes," "expects," "projects," 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 some of these factors are enumerated in the filings FS Investment Corporation makes with the Securities and Exchange Commission. FS Investment Corporation undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future even
ts or otherwise.
About FS Investment Corporation
FSIC, an investment fund sponsored by Franklin Square Capital Partners, is a publicly registered, non-traded business development company (“BDC”). A BDC, such as FSIC, is a type of investment fund that enables investors, including non-accredited investors (subject to certain state-specific suitability standards), to access the private debt asset class. FSIC focuses on investing in the debt securities of private companies throughout the United States, with the investment objectives of generating current income and, to a lesser extent, long-term capital appreciation for its investors. FSIC is managed by FB Income Advisor, LLC and is sub-advised by GSO / Blackstone Debt Funds Management LLC, an affiliate of GSO Capital Partners LP (“GSO”). GSO, with over $24 billion in assets under manage
ment, is the global credit platform of The Blackstone Group L.P. For more information, please visit www.fsinvestmentcorp.com.
About Franklin Square Capital Partners
Franklin Square Capital Partners is a national distributor and sponsor of alternative investment products structured for the mainstream investor. Founded in 2007 by an experienced group of alternative investment industry professionals, Franklin Square’s goal is to bring the benefits of an institutional-class investment portfolio to investors through exposure to innovative alternative investment products managed by what it deems to be best-in-class alternative asset managers. Franklin Square believes that institutional investment portfolios, with their access to the strong return potential and diversifying power of alternative assets, are better-suited to manage risk and generate above-market returns than their traditional counterparts. Franklin Square distributes its sponsored financial products to the broker-dealer community through its affiliated wholesalin
g broker-dealer, FS2 Capital Partners, LLC. For more information, please visit www.franklinsquare.com.