Business Context and Reporting Period
This Form 8-K is a current report filed by FS Investment Corporation (FSIC) on June 6, 2013, covering events occurring on June 4 and June 5, 2013. The registrant is a Maryland corporation operating as a closed-end management investment company regulated as a business development company.
Key Financial Metrics
The filing does not provide comprehensive financial statements, revenue, profit, cash flow, or debt metrics. The primary financial disclosure is the declaration of a regular monthly cash distribution of $0.0675 per share. The distribution is payable on June 28, 2013, to stockholders of record on June 27, 2013.
Material Changes and Corporate Actions
- SEC Exemptive Relief: On June 4, 2013, the SEC granted an exemptive relief order permitting FSIC and its wholly-owned subsidiaries to engage in co-investment transactions with affiliates of its investment adviser, FB Income Advisor, LLC. This relief allows transactions that would otherwise be prohibited under the Investment Company Act of 1940.
- Scope of Relief: The order applies to FSIC, FS Investment Corporation II, FS Energy and Power Fund, and any future closed-end funds advised by affiliated advisers.
Guidance, Outlook, and Risks
Management notes that the tax attributes of distributions are determined annually based on full-year taxable income; therefore, quarterly estimates may not reflect actual tax characteristics. Future distributions remain subject to Board discretion and legal restrictions, with no assurance regarding future amounts or timing. The filing includes standard forward-looking statement disclaimers regarding uncertainties in predicting future results.
Investor Verification Checklist
- Verify the specific conditions attached to the SEC exemptive relief order regarding co-investment transactions with affiliates.
- Confirm the record date (June 27, 2013) and payment date (June 28, 2013) for the $0.0675 per share distribution.
- Review the attached press release (Exhibit 99.1) for detailed terms of the exemptive relief.
- Monitor future filings for the annual determination of distribution tax attributes (Form 1099-DIV).