Current Report Filing (8-k)
December 19 2018 - 4:27PM
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): December 19, 2018
FS KKR Capital Corp.
(Exact name of Registrant as specified in its charter)
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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
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19112
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (215)
495-1150
FS Investment Corporation
(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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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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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 2.01
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Completion of Acquisition or Disposition of Assets.
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On December 19, 2018, FS KKR Capital Corp., a Maryland corporation formerly known as FS Investment Corporation (the Company),
completed its previously announced acquisition of Corporate Capital Trust, Inc., a Maryland Corporation (CCT), pursuant to that certain Agreement and Plan of Merger (the Merger Agreement), dated as of July 22, 2018,
by and among the Company, CCT, IC Acquisition, Inc., a Maryland corporation and wholly-owned subsidiary of the Company (Merger Sub), and FS/KKR Advisor, LLC, a Delaware limited liability company and the investment adviser to the
Company (the Adviser). Pursuant to the Merger Agreement, CCT was first merged with and into Merger Sub, with CCT as the surviving corporation, and, immediately following such merger, CCT was then merged with and into
the Company, with the Company as the surviving company (such transactions, the Merger).
In accordance with the terms of the
Merger Agreement, at the time of the transactions contemplated by the Merger Agreement, each outstanding share of CCT common stock was converted into the right to receive 2.3552 shares of the Companys common stock
(with CCT stockholders receiving cash in lieu of fractional shares of the Companys common stock). As a result, FSIC will issue an aggregate of approximately 292,326,586 shares of its common stock to
former CCT stockholders prior to any adjustment for CCT stockholders receiving cash in lieu of fractional shares.
The foregoing
description of the Merger Agreement is a summary only and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed by FSIC as Exhibit 2.1 to its Current Report on Form
8-K
filed on July 23, 2018 and is incorporated herein by reference.
Item 5.02 Departures of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Upon the
closing of the Merger, the previously disclosed resignations of Gregory P. Chandler, Barry H. Frank, Philip E. Hughes, Jr. and Pedro Ramos from the board of directors of the Company (the Board) became automatically effective, the size of
the Board was automatically expanded from 9 directors to 11 directors, and each of Barbara Adams, Frederick Arnold, Brian R. Ford, Richard Goldstein, Jerel A. Hopkins and James H. Kropp were qualified for office as directors.
As a result, the Board of the Company currently consists of the following persons:
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Director
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Class (Expiration of Term)
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Barbara Adams
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Class C (2019)
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Frederick Arnold
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Class C (2019)
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Michael C. Forman
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Class C (2019)
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Jerel A. Hopkins
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Class C (2019)
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James H. Kropp
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Class A (2020)
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Michael J. Hagan
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Class A (2020)
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Jeffrey K. Harrow
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Class A (2020)
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Joseph P. Ujobai
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Class A (2020)
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Todd Builione
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Class B (2021)
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Richard Goldstein
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Class B (2021)
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Brian R. Ford
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Class B (2021)
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Item 5.03
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Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On November 1, 2018, the Board approved the amendment to the Companys Second Articles of Amendment and Restatement (the
Charter) to change the name of the Company from FS Investment Corporation to FS KKR Capital Corp. in connection with the closing of the Merger. On December 19, 2018, following the consummation of the Merger,
the Articles of Amendment to the Charter effecting the name change were filed with the State Department of Assessments and Taxation of Maryland and became immediately effective.
The Articles of Amendment are attached hereto as Exhibit 3.1.
On December 19, 2018, the Adviser issued a press release announcing, among other things, the closing of the Merger. The press release is
furnished as Exhibit 99.1 to this Form
8-K.
The unaudited pro forma condensed consolidated
financial information of the Company is furnished herewith as Exhibit 99.2. The unaudited pro forma information furnished herewith is presented for illustrative purposes only and does not necessarily indicate the results of operations or
the combined financial position that would have resulted had the transactions contemplated by the Merger Agreement, including the Merger, been completed at the beginning of the applicable period presented, nor the impact of expense efficiencies,
asset dispositions, share repurchase and other factors.
Forward-Looking Statements
Statements included herein may constitute forward-looking statements as that term is defined in Section 27A of the Securities
Act, and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995, including statements with regard to future events or the future performance or operations 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 to the Companys operations or the economy generally due to terrorism or natural disasters, future changes in laws or regulations and conditions in the Companys operating area, the price
at which shares of the Companys common stock trade on the New York Stock Exchange, unexpected costs, charges or expenses resulting from the business combination transaction involving the Company, and failure to realize the anticipated benefits
of the Merger. Some of these factors are enumerated in the filings the Company made with the Securities and Exchange Commission (the SEC). The inclusion of forward-looking statements should not be regarded as a representation that any
plans, estimates or expectations will be achieved. Any forward-looking statements speak only as of the date of this communication. Except as required by federal securities laws, the Company undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
Item 9.01
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Financial Statements and Exhibits.
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EXHIBIT
NUMBER
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2.1
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Agreement and Plan of Merger, by and among FS Investment Corporation, IC Acquisition, Inc., Corporate Capital Trust, Inc. and FS/KKR Advisor,
LLC, dated as of July 22, 2018 (Incorporated by reference to Exhibit 2.1 to the Registrants Current Report on Form
8-K
filed on July 23, 2018.)
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3.1
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Articles of Amendment to Second Articles of Amendment and Restatement of FS Investment Corporation
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99.1
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Press Release, dated as of December 19, 2018 (furnished herewith)
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99.2
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Unaudited Pro Forma Condensed Consolidated Financial Information (furnished herewith)
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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: December 19, 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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General Counsel
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FS Investment Corp. (delisted) (NYSE:FSIC)
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