FS KKR Capital Corp (FS Investment Corporation) - 8-K Summary
Business Context and Reporting Period
This Form 8-K, dated December 3, 2018, reports on the Annual Meeting of Stockholders held by FS Investment Corporation (the "Company") and related corporate governance actions. The filing details the approval of a merger with Corporate Capital Trust, Inc. ("CCT"), amendments to the Company's Charter, and the election of new directors.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance, voting results, and charter amendments.
Material Changes and Voting Results
On December 3, 2018, the Company filed an amendment to its Charter to increase authorized common stock from 450,000,000 to 750,000,000 shares. Stockholders voted on four proposals at the Annual Meeting, all of which were approved:
- Merger Stock Issuance Proposal: Approved with 120,989,084 votes for, 4,421,972 against, and 5,802,237 abstentions.
- Director Election Proposal: All nominees were approved. Notable votes included Todd Builione (125,204,843 for) and Richard Goldstein (125,603,557 for). New directors are qualified upon the closing or termination of the merger.
- Share Issuance Proposal: Approved to allow future share sales below Net Asset Value (NAV) per share. Votes: 108,439,292 for, 15,476,865 against, 7,297,136 abstentions.
- Advisory Agreement Amendment Proposal: Approved to amend the Investment Advisory Agreement with FS/KKR Advisor, LLC. Votes: 121,707,117 for, 3,991,823 against, 5,514,353 abstentions.
Outlook, Risks, and Contingencies
The filing includes forward-looking statements regarding the proposed business combination with CCT. Management highlights several risks that could cause actual results to differ from projections, including:
- Failure to consummate the business combination transaction.
- Uncertainties regarding the timing of the merger closing.
- Unexpected costs or expenses related to the transaction.
- Failure to realize anticipated benefits of the merger.
- General economic conditions, regulatory changes, and potential operational disruptions.
Investors are urged to review the Form N-14 registration statement and related prospectus for detailed information on the business combination.
Key Facts for Investor Verification
- Verify the final closing date and terms of the merger between FS Investment Corporation and Corporate Capital Trust, Inc.
- Confirm the effective date of the new Investment Advisory Agreement and any changes to fee structures.
- Monitor the Company's ability to issue shares below NAV under the newly approved proposal and its impact on existing shareholders.
- Review the full list of newly elected directors and their specific terms of office as outlined in the proxy statement.