FS KKR Capital Corp (FS Investment Corporation) - 8-K Summary
Business Context and Reporting Period
This Form 8-K was filed on May 23, 2014, by FS Investment Corporation (also referred to as FS KKR Capital Corp in the request metadata). The filing reports a material modification to the rights of security holders regarding the company's distribution policy.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the structural changes to the distribution reinvestment plan.
Material Changes
On May 23, 2014, the Company adopted a new Distribution Reinvestment Plan (New DRP) effective June 2, 2014. Key changes include:
- Automatic Reinvestment: Cash dividends or distributions will be automatically reinvested in additional shares of Common Stock for stockholders who do not elect to receive cash.
- Opt-Out Requirement: Stockholders must affirmatively notify the Plan Administrator (DST Systems, Inc.) in writing at least 10 days prior to the record date to receive cash distributions.
- Share Issuance Pricing:
- If Market Price is greater than or equal to Net Asset Value (NAV): Shares issued at the greater of NAV or 95% of Market Price.
- If Market Price is less than NAV: The Company may purchase shares in the open market or issue shares at NAV.
- Costs: No brokerage or sales charges apply to newly issued shares. The Company pays the Plan Administrator's fees and expenses.
Guidance, Outlook, and Risks
The timing and amount of future distributions remain subject to applicable legal restrictions and the sole discretion of the Board of Directors. The Company reserves the right to amend, suspend, or terminate the New DRP with 30 days' written notice to participants. Tax consequences for stockholders receiving distributions in stock are generally the same as if they received cash, with the basis for gain or loss equal to the dollar amount of the distribution.
Investor Verification Checklist
- Verify the specific record date for the June distribution to determine the deadline for opting out of the New DRP.
- Confirm the current Net Asset Value (NAV) and Market Price to understand the pricing mechanism for reinvested shares.
- Review the full text of the Distribution Reinvestment Plan (Exhibit 4.1) for detailed terms regarding share allocation and termination rights.
- Contact DST Systems, Inc. or your broker to confirm the procedure for electing cash distributions if you do not wish to participate in the automatic reinvestment.