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EX-99.1 - EX-99.1 - FS KKR Capital Corp. IId548691dex991.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 4, 2013

 

 

FS Investment Corporation II

(Exact name of Registrant as specified in its charter)

 

 

 

Maryland   814-00926   80-0741103

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

Cira Centre

2929 Arch Street, Suite 675

Philadelphia, Pennsylvania

    19104
(Address of principal executive offices)     (Zip Code)

Registrant’s telephone number, including area code: (215) 495-1150

None

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01. Other Events.

On June 6, 2013, FS Investment Corporation II (“FSIC II”) issued a press release announcing that, on June 4, 2013, the U.S. Securities and Exchange Commission (the “SEC”) granted an exemptive relief order (the “Order”) that permits FSIC II and any of its wholly-owned subsidiaries, subject to the satisfaction of certain conditions, to engage in co-investment transactions that would otherwise be prohibited under the Investment Company Act of 1940, as amended (the “1940 Act”), with one or more affiliates of its investment adviser, FSIC II Advisor, LLC, including (i) FS Investment Corporation (“FSIC”), (ii) FS Energy and Power Fund (“FSEP” and, together with FSIC II and FSIC, the “Existing Funds”), (iii) any future closed-end management investment company that elects to be regulated as a business development company under the 1940 Act that is advised by one of the investment advisers to the Existing Funds or any future affiliated investment adviser (a “Future Fund” and, together with the Existing Funds, the “Funds”), and (iv) any wholly-owned subsidiary of any Fund.

A copy of the press release announcing the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

EXHIBIT
NUMBER

  

DESCRIPTION

99.1    Press Release dated June 6, 2013.

Forward-Looking Statements

This Current Report on Form 8-K may contain certain forward-looking statements, including statements with regard to the future performance and operation of FSIC II. Words such as “believes,” “expects,” “projects” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements, and some of these factors are enumerated in the filings FSIC II makes with the SEC. FSIC II undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  FS Investment Corporation II
Date: June 6, 2013   By:  

/s/ Michael C. Forman

    Michael C. Forman
    President and Chief Executive Officer


EXHIBIT INDEX

 

EXHIBIT
NUMBER

  

DESCRIPTION

99.1    Press Release dated June 6, 2013.