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EX-99.1 - PRESS RELEASE - FS Investment Corp IIex-99_1.htm



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):  September 14, 2012

FS Investment Corporation II

(Exact name of Registrant as specified in its charter)

 
Maryland
(State or other jurisdiction
of incorporation)
 
814-00926
(Commission
File Number)
 
80-0741103
(I.R.S. Employer
Identification No.)

Cira Centre
2929 Arch Street, Suite 675
Philadelphia, Pennsylvania
(Address of principal executive offices)
 
 
 
19104
(Zip Code)

Registrant’s telephone number, including area code: (215) 495-1150


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:
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 
 
Item 2.02.
Results of Operations and Financial Condition.

On September 14, 2012, FS Investment Corporation II (the “Company”) determined to increase the Company’s public offering price from $10.00 per share to $10.05 per share and to increase the amount of the semi-monthly cash distributions payable to stockholders of record from $0.030208 per share to $0.030359 per share in order to maintain its annual distribution yield at 7.25% (based on the $10.05 public offering price).
 
The increase in the public offering price was effective as of the Company’s September 17, 2012 semi-monthly closing and first applied to subscriptions received from September 4, 2012 through September 16, 2012.  The increase in the semi-monthly distributions to $0.030359 per share is expected to commence with the semi-monthly cash distributions to be declared in October 2012.

The purpose of the increase in the public offering price was to ensure that the Company’s net asset value per share did not exceed the Company’s offering price per share, after deduction of selling commissions and dealer manager fees, as required by the Investment Company Act of 1940, as amended.

A copy of the press release announcing the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking Statements
 
This Current Report on Form 8-K may contain certain forward-looking statements, including statements with regard to the future performance and 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, and some of these factors are enumerated in the filings the Company makes with the Securities and Exchange Commission.  The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. 

Item 9.01.
Financial Statements and Exhibits.

(d)  Exhibits.
 
EXHIBIT
NUMBER
 
DESCRIPTION
 
99.1   Press release dated September 17, 2012.  

 
 

 


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.
 
 
FS Investment Corporation II
   
   
   
Date:
September 17, 2012
By:
/s/ Michael C. Forman
     
Michael C. Forman
     
President and Chief Executive Officer
       

 
 

 


EXHIBIT INDEX
 
EXHIBIT
NUMBER
 
DESCRIPTION
 
99.1   Press release dated September 17, 2012.