Current Report Filing (8-k)
March 01 2018 - 5:36PM
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):
March 1, 2018
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FS Investment
Corporation
(Exact name of Registrant as specified
in its charter)
Maryland
(State or
other jurisdiction
of incorporation)
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814-00757
(Commission
File Number)
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26-1630040
(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 March 1, 2018, FS Investment Corporation
(the “Company”) issued a press release (the “Press Release”) providing an overview of its operating results
for the quarter and year ended December 31, 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 March 1, 2018, in the Press Release,
the Company announced a regular cash distribution of $0.19 per share, which will be paid on or about April 3, 2018 to stockholders
of record as of the close of business on March 21, 2018.
Additionally, in February 2018, the Company’s
board of directors authorized a stock repurchase program. Under the program, the Company may repurchase up to $50 million
in the aggregate of its outstanding common stock in the open market at prices below the current net asset value per share. The
timing, manner, price and amount of any share repurchases will be determined by the Company, in its discretion, based upon the
evaluation of economic and market conditions, the Company’s stock price, applicable legal and regulatory requirements and
other factors. The program will be in effect through February 21, 2019, unless extended or until the aggregate repurchase
amount that has been approved by the Company’s board of directors has been expended. The program does not require the Company
to repurchase any specific number of shares and the Company cannot assure stockholders that any shares will be repurchased under
the program. The program may be suspended, extended, modified or discontinued at any time.
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 and year ended December 31, 2017 in advance of its previously announced March 2, 2018 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 March 1, 2018.
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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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March 1, 2018
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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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