fs-inv8k_0301.htm
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)
|
February
25, 2010
|
FS
Investment Corporation
(Exact
name of Registrant as specified in its charter)
Maryland
(State
or other jurisdiction of incorporation)
|
0-53424
(Commission
File Number)
|
26-1630040
(I.R.S.
Employer Identification No.)
|
Cira
Centre
2929
Arch Street, Suite 675
Philadelphia,
Pennsylvania
(Address
of principal executive offices)
|
|
19104-2867
(Zip
Code)
|
Registrant’s
telephone number, including area code
|
(215)
495-1150
|
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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
|
Item 2.02.
|
Results
of Operations and Financial
Condition.
|
On March
2, 2010, FS Investment Corporation (“FSIC”) issued a press release announcing
that it had declared a cash distribution payable on March 31, 2010, to
shareholders of record as of February 25, 2010. Additionally, FSIC issued public
guidance on its anticipated April 1, 2010 public offering price and announced a
March 1, 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.
Item 9.01.
|
Financial
Statements and Exhibits
|
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.
|
|
|
|
|
FS
Investment Corporation
|
|
|
|
|
|
|
Date:
|
March
2, 2010
|
|
By:
|
/s/
Michael C. Forman
|
|
|
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Michael
C. Forman
|
|
|
|
President
and Chief Executive Officer
|
ex-99_1.htm
Exhibit 99.1
FOR
IMMEDIATE RELEASE
FS
Investment Corporation Declares a Cash Distribution of $0.0625 Per Share, Prices
March 1, 2010 Closing at $10.40 per Share and Issues Guidance Regarding its
April 1, 2010 Public Offering Price
PHILADELPHIA,
March 2, 2010 – On February 25, 2010, the Board of Directors of FS Investment
Corporation (“FSIC”) declared a monthly cash distribution of $0.0625 per share.
The distribution is payable on March 31, 2010, to shareholders of record as of
February 25, 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 short-term 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 but has indicated that
it expects to continue such reimbursements until it deems that FSIC has achieved
economies of scale sufficient to ensure that it bears a reasonable level of
expenses in relation to its income. The specific amount of expenses reimbursed
by FSIC’s sponsor will be calculated at the end of each quarter. Franklin Square
Holdings is controlled by FSIC’s president and chief executive officer, Michael
Forman, and its director, David Adelman. There can be no assurance
that Franklin Square Holdings will continue reimbursing any portion of FSIC’s
expenses in future quarters.
Additionally,
FSIC announced that on March 1, 2010, it closed on shares subscribed for during
the month of February at a price of $10.40 per share. Further, based
on current market conditions, FSIC expects that it will maintain a $10.40 per
share offering price for its April 1, 2010 monthly closing, which will apply to
shares subscribed for during the month of March 2010. The specific
offering price on April 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 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
events 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 $27 billion in
assets under management, 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 Orlando, FL-based
wholesaling broker-dealer, FS2 Capital Partners. For more
information, please visit
www.franklinsquare.com.