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): February 11, 2014 |
FS Investment Corporation II
(Exact name of Registrant as specified in its charter)
|
Maryland (State or other jurisdiction of incorporation) |
814-00926 (Commission File Number) |
80-0741103 (I.R.S. Employer Identification No.) |
|
Cira Centre 2929 Arch Street, Suite 675 Philadelphia, Pennsylvania (Address of principal executive offices) |
19104 (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 2.02. | Results of Operations and Financial Condition. |
On February 11, 2014, FS Investment Corporation II (the “Company”) increased its public offering price from $10.50 per share to $10.55 per share. The increase in the public offering price was effective as of the Company’s February 12, 2014 weekly closing and first applied to subscriptions received from February 5, 2014 through February 11, 2014. The purpose of the increase in the public offering price was to ensure that the Company’s net asset value per share did not exceed the Company’s offering price per share, after deducting selling commissions and dealer manager fees, as required by the Investment Company Act of 1940, as amended.
Share Price Guidance
If the Company’s strong portfolio performance continues, causing its net asset value per share to exceed its increased net offering price, the Company’s board of directors (the “Board”) may further increase the per share offering price of the Company’s shares of common stock for future weekly closings. The Company expects that, if adjusted further, the per share public offering price will be between $10.55 and $10.70 per share. The Board has not yet determined that a further adjustment to the newly-established offering price of $10.55 per share will be necessary. In the event the Company determines to adjust its current offering price, a separate announcement will be issued.
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 the Company. 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 the Company makes with the Securities and Exchange Commission. The Company 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: | February 13, 2014 | By: | /s/ Michael C. Forman | |
| Michael C. Forman | ||||
| President and Chief Executive Officer | ||||