FS Investment Corporation 8-K Summary
Business Context and Reporting Period
This Form 8-K was filed by FS Investment Corporation (FSIC) on March 15, 2011, reporting events occurring on March 14, 2011. The filing addresses corporate governance changes and dividend declarations. The company is scheduled to hold an investor update call on March 24, 2011, to discuss results for the fiscal year ended December 31, 2010.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures. The only financial metric disclosed is the declaration of two regular semi-monthly cash distributions of $0.032156 per share each. These distributions are payable on March 31, 2011, to stockholders of record as of March 14, 2011, and March 30, 2011.
Material Changes
The primary material change reported is a leadership transition in the finance department:
- Appointment: William Goebel was appointed as the full-time Chief Financial Officer (CFO), effective immediately.
- Resignation: Charles Jacobson resigned as CFO. His resignation is effective immediately following the filing of the Annual Report on Form 10-K for the fiscal year ended December 31, 2010.
- Rationale: The Board determined that the services of a full-time CFO are in the best interests of FSIC.
Outlook, Risks, and Management Commentary
Management has scheduled a quarterly investor update call for March 24, 2011, to discuss the fiscal year 2010 results of operations. Regarding the new CFO, William Goebel, the filing notes he is employed by FSIC's affiliate, Franklin Square Holdings, L.P., and will not receive direct compensation from FSIC. There are no material contracts or agreements between FSIC and Mr. Goebel. The filing does not disclose specific risks, contingencies, or unusual items beyond the standard operational updates.
Investor Verification Checklist
- Verify the exact timing of Charles Jacobson's departure relative to the 10-K filing date.
- Review the upcoming investor update call on March 24, 2011, for detailed fiscal year 2010 financial results.
- Confirm the total dividend payout per share ($0.064312) and the record dates for the two semi-monthly distributions.
- Examine the relationship between FSIC and Franklin Square Holdings, L.P., regarding the employment and compensation structure of the new CFO.