Filed by FS Investment Corporation
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed under Rule
14a-6(b)
of the Securities Exchange Act of 1934
Subject Company: Corporate Capital Trust, Inc.
File No. of Related Registration Statement:
333-226410
The following is an excerpt from a press release attached to FS Investment Corporations (the Company or FSIC)
current report on Form
8-K,
filed on November 7, 2018.
We are pleased with the
origination opportunities the FS/KKR partnership has produced and the credit discipline weve exhibited in the current lending environment, said Michael Forman, Chairman and Chief Executive Officer of FSIC. We remain focused on
successfully completing the merger with Corporate Capital Trust before
year-end
and positioning the company for long-term success.
The following is an excerpt from FSICs quarterly report on Form
10-Q
for the period ended
September 30, 2018, filed on November 7, 2018.
On July 22, 2018, the Company entered into an Agreement and Plan of
Merger, or the Merger Agreement, with Corporate Capital Trust, Inc., a Maryland corporation, or CCT, IC Acquisition, Inc., a Maryland corporation and wholly-owned subsidiary of the Company, or the Merger Sub, and FS/KKR Advisor. The Merger Agreement
provides that, subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into CCT, with CCT continuing as the surviving company as a wholly-owned subsidiary of the Company, or the Merger, and, immediately
thereafter, CCT will merge with and into the Company, with the Company continuing as the surviving company, or together with the Merger, the Transaction. See Note 11 for additional information.
The following is an additional excerpt from FSICs quarterly report on Form
10-Q
for the
period ended September 30, 2018, filed on November 7, 2018.
On July 22, 2018, the Company entered into the Merger
Agreement with CCT, Merger Sub and FS/KKR Advisor. The Merger Agreement provides that, subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into CCT, with CCT continuing as the surviving company and as a
wholly-owned subsidiary of the Company and, immediately thereafter, CCT will merge with and into the Company, with the Company continuing as the surviving company. The parties to the Merger Agreement intend the Transaction to be treated as a
reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
In the Merger,
each share of CCT common stock issued and outstanding immediately prior to the effective time of the Merger will be converted into a number of shares of the Companys common stock equal to an exchange ratio to be determined in connection with
the closing of the Merger, or the Exchange Ratio. The Exchange Ratio will equal the net asset value per share of CCT common stock (determined no earlier than two business days prior to the closing date of the Merger), divided by the net asset value
per share of the Companys common stock (determined no earlier