As filed with the Securities and Exchange Commission on April 4, 2013
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
(Amendment No. 1)
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:
James A. Lebovitz, Esq.
Thomas J. Friedmann, Esq.
Dechert LLP
Cira Centre
2929 Arch Street
Philadelphia, PA 19104
Tel: (215) 994-4000
Fax: (215) 994-2222
CALCULATION OF FILING FEE
TRANSACTION VALUATION |
AMOUNT OF FILING FEE | |
$57,179,223.75 |
$7,799.25* |
* | The Filing Fee is calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, and equals $136.40 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: $7,799.25
Form or Registration No.: Schedule TO
Filing Party: FS Investment Corporation
Date Filed: February 15, 2013
¨ | 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
FINAL AMENDMENT TO TENDER OFFER STATEMENT
This Amendment No. 1 supplements and amends the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on February 15, 2013 by FS Investment Corporation, a Maryland corporation (FSIC or the Company), in connection with the offer by the Company to purchase up to the lesser of (i) 5,689,475 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, 2012), and (ii) the number of Shares that the Company 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 February 15, 2013, and the related Letter of Transmittal (together, the Offer). The Offer terminated at 5:00 P.M., Central Time, on March 25, 2013, and a total of 1,053,119.227 Shares were validly tendered and not withdrawn pursuant to the Offer as of such date. In accordance with the terms of the Offer, the Company purchased all 1,053,119.227 Shares validly tendered and not withdrawn at a price equal to $10.10 per Share for an aggregate purchase price of approximately $10,636,504.
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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 4, 2013
FS INVESTMENT CORPORATION | ||
By: |
/s/ MICHAEL C. FORMAN | |
Name: | Michael C. Forman | |
Title: | President and Chief Executive Officer |
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