AND EXCHANGE COMMISSION
TO SECTION 13 OR 15(d) OF
SECURITIES EXCHANGE ACT OF 1934
of Report (Date of earliest event reported): January 25, 2013
name of Registrant as specified in its charter)
or other jurisdiction
Arch Street, Suite 675
of principal executive offices)
telephone number, including area code: (215) 495-1150|
name or former address, if changed since last report)
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:
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 |
of Operations and Financial Condition.|
January 25, 2013, the board of directors (the “Board”) of FS Investment Corporation (“FSIC” or the “Company”)
declared a regular monthly cash distribution of $0.0675 per share. The monthly distribution will be paid on January 31, 2013 to
stockholders of record on January 30, 2013.
Information About Distributions
determination of the tax attributes of FSIC’s distributions is made annually as of the end of FSIC’s fiscal year based
upon its taxable income and distributions paid, in each case, for the full year. Therefore, a determination as to the tax attributes
of the distributions made on a quarterly basis may not be representative of the actual tax attributes for a full year. FSIC intends
to update stockholders quarterly with an estimated percentage of its distributions that resulted from taxable ordinary income.
The actual tax characteristics of distributions to stockholders will be reported to stockholders annually on Form 1099-DIV.
payment of future distributions on shares of FSIC’s common stock is subject to the discretion of the Board and applicable
legal restrictions, and therefore, there can be no assurance as to the amount or timing of any such future distributions.
January 25, 2013, the Board appointed Zachary Klehr as executive vice president of FSIC and Stephen S. Sypherd to replace Ryan
D. Conley as vice president, treasurer and secretary of FSIC. In addition, on January 15, 2013, FB Income Advisor, LLC (“FB
Income Advisor”), the investment adviser to the Company, appointed Zachary Klehr to replace Ryan D. Conley as a member of
FB Income Advisor’s investment committee.
forth below is biographical information pertaining to Messrs. Klehr and Sypherd.
Klehr has served as the Company’s executive vice president since
January 2013. Mr. Klehr also currently serves as executive vice president of FS Investment Corporation II and FS Energy
and Power Fund and has presided in such roles since January 2013. Mr. Klehr has also served in various senior officer capacities
for Franklin Square Holdings, L.P. (“Franklin Square Holdings”) and its affiliated investment advisers, FB Income
Advisor, FS Investment Advisor, LLC and FSIC II Advisor, LLC, since the later of February 2011 or such entity’s inception
date, including as executive vice president since September 2012. In this role, he focuses on fund administration, portfolio
management, fund operations, research, education and communications. Prior to joining Franklin Square Holdings, Mr. Klehr served
as a Vice President at Versa Capital Management, a private equity firm with approximately $1 billion in assets under management,
from 2007 to February 2011. At Versa, he sourced, underwrote, negotiated, structured and managed investments in middle-market
distressed companies, special situations and distressed debt. Prior to Versa, Mr. Klehr spent five years at Goldman, Sachs &
Co., starting as an analyst in the Investment Banking Division, then in the Executive Office working on firm-wide strategy covering
hedge funds and other complex multi-faceted clients of the firm. Later, he joined the Financial Sponsors Group as an Associate
where he focused on leveraged buyouts, acquisitions and equity and debt financings for private equity clients. Mr. Klehr received
his M.B.A., with honors, from the Wharton School of the University of Pennsylvania and his B.A., cum laude, also from the University
of Pennsylvania. He is active in his community and serves on the board of trustees of The Philadelphia School where he is a member
of the executive, governance, advancement, finance and investment committees.
S. Sypherd has served as the Company’s vice president, treasurer
and secretary since January 2013. Mr. Sypherd also currently serves as vice president, treasurer and secretary of FS Investment
Corporation II and FS Energy and Power Fund and has presided in such roles since January 2013. Mr. Sypherd has also served
in various senior officer capacities for Franklin Square Holdings and its affiliated investment advisers, FB Income Advisor,
FS Investment Advisor, LLC and FSIC II Advisor, LLC, since the later of August 2010 or such entity’s inception date, including
as senior vice president since December 2011 and general counsel since January 2013. He is responsible for legal and compliance
matters across all entities and investment products of Franklin Square Holdings. Prior to joining Franklin Square Holdings,
Mr. Sypherd served for eight years as an attorney at Skadden, Arps, Slate, Meagher & Flom LLP, where he practiced corporate
and securities law. Mr. Sypherd received his B.A. in Economics from Villanova University and his J.D. from the Georgetown University
Law Center, where he was an executive editor of the Georgetown Law Journal.
in Distribution Reinvestment Price
January 31, 2013, the Company increased the price at which it issues shares under its distribution reinvestment plan (the “DRP”)
from $10.00 per share to $10.05 per share, effective as of February 1, 2013. As previously disclosed by FSIC, the price at which
shares are issued under the DRP is determined by the Board or a committee thereof, in its sole discretion, and is (i) not less
than the net asset value per share determined in good faith by the Board or a committee thereof immediately prior to the payment
of the distribution (the “NAV Per Share”) and (ii) not more than 2.5% greater than the NAV Per Share as of such date.
Current Report on Form 8-K may contain certain forward-looking statements, including statements with regard to the future performance
and operation of FSIC. 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 FSIC makes with the Securities and Exchange Commission. FSIC undertakes no obligation to publicly update or
revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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.
Michael C. Forman|
and Chief Executive Officer|