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)
|
August 26, 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:
|
|
□
|
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 2.02.
|
Results of Operations and Financial Condition.
|
On August 31, 2010, FS Investment Corporation announced that its Board of Directors had declared two semi-monthly cash distributions of $0.03125 per share each that will be paid on September 30, 2010 to shareholders of record as of August 13, 2010 and August 27, 2010, respectively. A copy of the press release announcing the distributions is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
|
(d)
|
Exhibits.
|
|
EXHIBIT NUMBER
|
DESCRIPTION
|
|
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.
|
FS Investment Corporation
|
||||
|
Date:
|
August 31, 2010
|
By:
|
/s/ Michael C. Forman
|
|
|
Michael C. Forman
|
||||
|
President and Chief Executive Officer
|
||||
EXHIBIT INDEX
|
EXHIBIT NUMBER
|
DESCRIPTION
|
|
Exhibit 99.1
FOR IMMEDIATE RELEASE
FS Investment Corporation Announces Two Cash Distributions for the Month of August
PHILADELPHIA, August 31, 2010 – On August 26, 2010, the Board of Directors of FS Investment Corporation (“FSIC”) declared two semi-monthly cash distributions of $0.03125 per share each. Both distributions will be paid on September 30, 2010, the first to shareholders of record on August 13, 2010 and the second to shareholders of record on August 27, 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 and distributions paid, in each case, for the full year. Therefore, a determination as to the tax attributes of its distributions 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.
Forward-Looking Statements
This announcement contains certain forward-looking statements, including statements with regard to the future performance of FSIC. 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 FSIC makes with the Securities and Exchange Commission. FSIC 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 (“Franklin Square”), 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 primarily 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 $28 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 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-deale
r community through its affiliated wholesaling broker-dealer, FS2 Capital Partners, LLC. For more information, please visit www.franklinsquare.com.