Current Report Filing (8-k)
August 09 2017 - 4:39PM
Edgar (US Regulatory)
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):
August 9, 2017
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FS Investment
Corporation
(Exact name of Registrant as specified in
its charter)
Maryland
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814-00757
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26-1630040
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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201
Rouse Boulevard
Philadelphia,
Pennsylvania
(Address
of principal executive offices)
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19112
(Zip
Code)
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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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☐
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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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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
☐
Emerging
growth company
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 2.02
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Results of Operations and Financial Condition.
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On August 9, 2017, FS Investment Corporation
(the “Company”) issued a press release (the “Press Release”) providing an overview of its operating results
for the quarter ended June 30, 2017.
A copy of the Press Release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7.01.
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Regulation FD Disclosure.
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On August 9, 2017, in the Press Release,
the Company announced a regular cash distribution of $0.22275 per share, which will be paid on or about October 3, 2017 to stockholders
of record as of the close of business on September 20, 2017. The Company also announced that, subject to market conditions, the
Company’s board of directors currently intends to reduce the regular cash distribution for the fourth quarter and subsequent
quarters to $0.19 per share and to make a special distribution in the fourth quarter of 2018 that equates to the cumulative amount,
if any, of net investment income earned during the twelve months following October 1, 2017 that is in excess of $0.76 per share.
Additionally, the Company announced that
FB Income Advisor, LLC, the investment adviser to the Company (“FB Advisor”), has agreed, effective October 1, 2017
and through September 30, 2018, to (a) waive a portion of the base management fee to which it is entitled under the amended and
restated investment advisory agreement between FB Advisor and the Company, dated as of July 17, 2014 (the “Investment Advisory
Agreement”), so that the fee received equals 1.50% of the average value of the Company’s gross assets and (b) continue
to calculate the subordinated incentive fee on income to which it is entitled under the Investment Advisory Agreement as if the
base management fee was 1.75% of the average value of the Company’s gross assets.
The Press Release is incorporated herein
by reference.
The Company will make available under the
“Presentations and Reports” page within the “Investor Relations” section of the Company’s website
(
www.fsinvestmentcorp.com
) a presentation providing an overview of the Company’s operating results for the
quarter ended June 30, 2017 in advance of its previously announced August 10, 2017 conference call.
Forward-Looking Statements
This Current Report on Form 8-K may contain
certain forward-looking statements, including statements with regard to future events or the future performance or operation of
the Company. 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. Factors that could cause actual results to differ materially include changes in the economy,
risks associated with possible disruption in the Company’s operations or the economy generally due to terrorism or natural
disasters, future changes in laws or regulations and conditions in the Company’s operating area, and the price at which shares
of common stock may trade on the New York Stock Exchange. Some of these factors are enumerated in the filings the Company makes
with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
EXHIBIT
NUMBER
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DESCRIPTION
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99.1
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Press Release, dated August 9, 2017.
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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.
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FS Investment Corporation
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Date:
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August 9, 2017
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By:
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/s/ Stephen S. Sypherd
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Stephen S. Sypherd
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Vice President
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