Business Context and Reporting Period
This Form 8-K filing by FS Investment Corporation (referred to in the metadata as FS KKR Capital Corp) is dated September 26, 2018. The report details a significant restructuring of the Board of Directors in connection with a proposed business combination (merger) with Corporate Capital Trust, Inc. (CCT).
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 changes and merger-related disclosures.
Material Changes
- Board Resignations: Four directors (Gregory P. Chandler, Barry H. Frank, Philip E. Hughes, Jr., and Pedro A. Ramos) tendered resignations effective upon the closing of the merger or termination of the merger agreement.
- Board Expansion: The Board size was expanded from 9 to 11 directors.
- New Appointments: Six new directors were appointed to fill vacancies and new seats: Barbara Adams, Frederick Arnold, Brian R. Ford, Richard Goldstein, Jerel A. Hopkins, and James H. Kropp.
- Merger Context: These changes are contingent upon the approval of stockholders and the closing or termination of the Merger Agreement dated July 22, 2018.
Guidance, Outlook, and Risks
The filing contains forward-looking statements regarding the proposed merger with CCT. Management cautions that actual results may differ due to various risks, including:
- Failure to obtain requisite stockholder approval for the merger proposals.
- Failure to consummate the business combination transaction.
- Uncertainties regarding the timing of the transaction.
- Unexpected costs or charges resulting from the merger.
- General economic conditions and regulatory changes.
Investors are urged to read the upcoming Proxy Statement (Form N-14) for detailed information on the business combination.
Investor Verification Checklist
- Verify the status of the Merger Agreement between FS Investment Corporation and Corporate Capital Trust, Inc.
- Confirm the outcome of the stockholder vote required to approve the new directors and the merger.
- Review the upcoming Proxy Statement (Form N-14) for full details on the transaction and director biographies.
- Monitor for any termination of the Merger Agreement, which would also trigger the effectiveness of the board changes.