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)
|
January
13, 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)
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26-1630040
(I.R.S.
Employer
Identification
No.)
|
|
Cira
Centre
2929
Arch Street, Suite 675
Philadelphia,
Pennsylvania
(Address
of principal executive offices)
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19104-2867
(Zip
Code)
|
|
Registrant’s
telephone number, including area code
|
(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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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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□
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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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□
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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
January 13, 2010, FS Investment Corporation issued a press release containing
public guidance on its anticipated February 1, 2010 public offering price. 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
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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||||
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Date:
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January
13, 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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||||
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President
and Chief Executive Officer
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||||
Exhibit
99.1
FOR
IMMEDIATE RELEASE
FS
Investment Corporation Issues Guidance on its Expected Public Offering
Price
PHILADELPHIA,
January 13, 2010 – FS Investment Corporation (“FSIC”) issued guidance concerning
the expected public offering price for shares subscribed for during the month of
January 2010. FSIC’s public offering price on February 1, 2010 is
expected to fall within a range of $10.40 to $10.75 per share. It has
not yet been determined that an adjustment to the current offering price of
$10.40 per share will be necessary. The specific offering price on
February 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 move outside of this range.
Forward-Looking
Statements
This
press release 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 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, an affiliate of Philadelphia-based private equity firm FB Capital
Partners, LP, and is sub-advised by GSO / Blackstone Debt Funds Management LLC,
an affiliate of GSO Capital Partners LP (“GSO”). GSO, with over $23 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 retail investors, among others. 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.