The information in this preliminary prospectus is not complete and may be changed. We may not
sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in
any state or jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 1, 2018
PRELIMINARY PROSPECTUS
$1,500,000,000
Common Stock
Preferred Stock
Warrants
Subscription Rights
Debt Securities
We are a
specialty finance company that invests primarily in the debt securities of private middle market U.S. companies. Our investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation.
We are an externally managed,
non-diversified,
closed-end
management investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940, as amended, or the 1940 Act. Our investments and activities are managed by FS/KKR Advisor, LLC, or
the Advisor, a registered investment adviser under the Investment Advisers Act of 1940, as amended, or the Advisers Act, that is jointly operated by an affiliate of Franklin Square Holdings, L.P., or FS Investments, and by KKR Credit Advisors (US)
LLC, or KKR Credit.
We may offer, from time to time, in one or more offerings or series, together or separately, up to
$1,500,000,000 of our common stock, preferred stock, warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, subscription rights or debt securities, which we refer to, collectively, as the
securities. We may sell our common stock through underwriters or dealers,
at-the-market
to or through a market maker into an existing trading
market or otherwise directly to one or more purchasers or through agents or through a combination of methods of sale. The identities of such underwriters, dealers, market makers or agents, as the case may be, will be described in one or more
supplements to this prospectus. The securities may be offered at prices and on terms to be described in one or more supplements to this prospectus. In the event we offer common stock, the offering price per share of our common stock exclusive of any
underwriting commissions or discounts will not be less than the net asset value per share of our common stock at the time we make the offering except (1) in connection with a rights offering to our existing stockholders, (2) with the
consent of the majority of our common stockholders and approval of our board of directors or (3) under such circumstances as the Securities and Exchange Commission, or the SEC, may permit. In July 2017, we obtained the approval of our
stockholders to issue shares of common stock at prices below the then-current net asset value of our common stock, subject to certain conditions, during the twelve-month period beginning on the date of approval, expiring on July 27, 2018. At
our 2018 annual stockholder meeting, we may again seek the approval of our stockholders to issue shares of our common stock at prices below the then-current net asset value per share for a twelve-month period following stockholder approval. See
Risk Factors and Sales of Common Stock Below Net Asset Value for more information.
Our common stock is
traded on the New York Stock Exchange, LLC, or the NYSE, under the ticker symbol FSIC. The last reported closing price for our common stock on May 1, 2018 was $7.60 per share. The net asset value of our common stock on
December 31, 2017 (the last date prior to the date of this prospectus for which we publicly disclosed our net asset value) was $9.30 per share.
We invest in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Below investment grade securities, which are often
referred to as junk, have predominantly speculative characteristics with respect to the issuers capacity to pay interest and repay principal. They may also be difficult to value and illiquid.
Investing in our securities may be considered speculative and involves a high degree of risk, including the risk of a substantial loss
of investment. See
Risk Factors
beginning on page 21 of this prospectus to read about the risks you should consider before buying our securities, including the risk of leverage.
This prospectus and any accompanying prospectus supplement contain important information about us that a prospective investor should know
before investing in our securities. Please read this prospectus and any accompanying prospectus supplement before investing and keep them for future reference. We file annual, quarterly and current reports, proxy statements and other information
about us with the SEC. This information is available free of charge by contacting us at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112, by calling us collect at
(215) 495-1150
or by visiting our
website at
www.fsinvestmentcorp.com
. Information contained on our website is not incorporated by reference into this prospectus or any supplements to this prospectus, and you should not consider that information to be part of this prospectus
or any supplements to this prospectus. The contact information provided above may be used by you to make investor inquiries. The SEC also maintains a website at
www.sec.gov
that contains such information.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus may not be used to consummate
sales of securities unless accompanied by a prospectus supplement.
The date of this prospectus is
, 2018.