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): October 16, 2013 |
FS Investment Corporation
(Exact name of Registrant as specified in its charter)
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Maryland (State or other jurisdiction of incorporation) |
814-00757 (Commission File Number) |
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) |
19104 (Zip Code)
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| 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 October 16, 2013, the board of directors (the “Board”) of FS Investment Corporation (the “Company”), effective as of the regular monthly cash distribution payable in November (as described below), determined to increase the amount of the regular monthly cash distributions payable to stockholders of record from $0.06975 per share to $0.0720 per share in order to increase the Company’s annual distribution rate from 7.75% to 8.00% (based on the Company’s last public offering price of $10.80 per share).
Also on October 16, 2013, the Board declared two regular monthly cash distributions that will be payable in October and November. The first distribution, in the amount of $0.06975 per share, will be paid on October 31, 2013 to stockholders of record on October 30, 2013, and the second, in the increased amount of $0.0720 per share, will be paid on November 29, 2013 to stockholders of record as of November 28, 2013.
Certain Information about Distributions
The determination of the tax attributes of the Company’s distributions is made annually as of the end of the Company’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 the distributions made on a quarterly basis may not be representative of the actual tax attributes for a full year. The Company intends to update stockholders quarterly with an estimated percentage of its distributions that resulted from taxable ordinary income. The actual tax characteristics of distributions to stockholders will be reported to stockholders annually on Form 1099-DIV.
The payment of future distributions on shares of the Company’s common stock is subject to the discretion of the Board and applicable legal restrictions, and therefore, there can be no assurance as to the amount or timing of any such future distributions.
| Item 8.01. | Other Events. |
On October 22, 2013, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
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EXHIBIT NUMBER |
DESCRIPTION | |
| 99.1 | Press Release dated October 22, 2013. |
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: | October 22, 2013 | By: | /s/ Michael C. Forman | |
| Michael C. Forman | ||||
| Chief Executive Officer | ||||
EXHIBIT INDEX
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EXHIBIT NUMBER |
DESCRIPTION | |
| 99.1 | Press Release dated October 22, 2013. |
Exhibit 99.1
FOR IMMEDIATE RELEASE
FS INVESTMENT CORPORATION ANNOUNCES
MONTHLY DISTRIBUTION INCREASE
Annualized Distribution Rate to Rise to 8.00% from 7.75% Effective in November
PHILADELPHIA – October 22, 2013 – FS Investment Corporation (“FSIC”), an investment fund sponsored by Franklin Square Capital Partners, is pleased to announce an increase in the amount of its regular monthly cash distribution.
The annualized distribution rate will increase to 8.00% from 7.75%, effective as of the regular monthly cash distribution to be paid in November, based on the last offered price of $10.80 per share. For stockholders that participate in FSIC’s distribution reinvestment plan (“DRP”), the annualized distribution rate on shares issued through the DRP will increase to 8.47% based on the last DRP price of $10.20 per share. Accordingly, FSIC’s regular monthly cash distribution amount will increase to $0.0720 from $0.06975 per share, effective as of the regular monthly cash distribution payable in November.
FSIC has declared ordinary cash distributions in 58 consecutive months, increased its distribution amount six times, and has never decreased distributions or paid distributions from offering proceeds or borrowings.
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 approximately $63.3 billion in assets under management as of September 30, 2013, is the credit platform of The Blackstone Group L.P. For more information, please visit http://www.fsinvestmentcorp.com.
About Franklin Square Capital Partners
Franklin Square is a leading manager of alternative investment funds designed to enhance investors’ portfolios by providing access to asset classes, strategies and asset managers that typically have been available to only the largest institutional investors. The firm’s funds offer “endowment-style” investment strategies that help construct diversified portfolios and manage risk. Franklin Square strives not only to maximize investment returns but also to set the industry standard for best practices by focusing on transparency, investor protection and education for investment professionals and their clients.
Founded in Philadelphia in 2007, Franklin Square quickly established itself as a leader in the world of alternative investments by introducing innovative credit-based income funds, including the industry’s first non-traded business development company. The firm currently manages three funds with approximately $7.9 billion* in assets.
Forbes Magazine ranked Franklin Square 13th on its 2013 list of America’s Most Promising Companies. Franklin Square distributes its funds through its affiliated broker-dealer, FS2 Capital Partners, LLC. For more information, please visit www.franklinsquare.com.
* Assets under management as of June 30, 2013.
Certain Information about Distributions
The determination of the tax attributes of FSIC’s distributions is made annually as of the end of its 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 the distributions made on a quarterly basis may not be representative of the actual tax attributes for a full year. FSIC intends to update stockholders quarterly with an estimated percentage of its distributions that resulted from taxable ordinary income. The actual tax characteristics of distributions to stockholders will be reported to stockholders annually on Form 1099-DIV.
The payment of future distributions on FSIC’s shares of common stock is subject to the discretion of its board of directors and applicable legal restrictions, and therefore, there can be no assurance as to the amount or timing of any such future distributions.
FSIC may fund its cash distributions to stockholders from any sources of funds available to it, including expense reimbursements from Franklin Square, as well as offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets and dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies. FSIC has not established limits on the amount of funds it may use from available sources to make distributions. There can be no assurance that FSIC will be able to pay distributions at a specific rate or at all.
Forward-Looking Statements
This announcement may contain 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.