Item 2.02. Results of Operations and Financial Condition. On December 10, 2013 , the board of directors (the "Board") of FS Investment Corporation II (the "Company") declared regular weekly cash distributions for January 2014 through March 2014 . The regular weekly cash distributions, each in the amount of $0.0145 per share, will be payable monthly to stockholders of record as of the weekly record dates set forth below. Record Date Payment Date Distribution Amount January 7, 2014 January 29, 2014 $0.0145 January 14, 2014 January 29, 2014 $0.0145 January 21, 2014 January 29, 2014 $0.0145 January 28, 2014 January 29, 2014 $0.0145 February 4, 2014 February 26, 2014 $0.0145 February 11, 2014 February 26, 2014 $0.0145 February 18, 2014 February 26, 2014 $0.0145 February 25, 2014 February 26, 2014 $0.0145 March 4, 2014 March 26, 2014 $0.0145 March 11, 2014 March 26, 2014 $0.0145 March 18, 2014 March 26, 2014 $0.0145 March 25, 2014 March 26, 2014 $0.0145 Certain Information About Distributions The determination of the tax attributes of the Company's distributions is made annually as of the end of the Company's fiscal year based upon its taxable income and distributions paid, in each case, for the full year. Therefore, a determination as to the tax attributes of the distributions made on a quarterly basis may not be representative of the actual tax attributes for a full year. The Company intends to update stockholders quarterly with an estimated percentage of its distributions that resulted from taxable ordinary income. The actual tax characteristics of distributions to stockholders will be reported to stockholders annually on Form 1099-DIV. The payment of future distributions on shares of the Company's common stock is subject to the discretion of the Board and applicable legal restrictions and, therefore, there can be no assurance as to the amount or timing of any such future distributions. The Company may fund its cash distributions to stockholders from any sources of funds available to it, including expense reimbursements from Franklin Square Holdings, L.P. , as well as offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets and dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies. The Company has not established limits on the amount of funds it may use from available sources to make distributions. There can be no assurance that the Company will be able to pay distributions at a specific rate or at all. Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics. On December 10, 2013 , the Board adopted a revised Code of Business Conduct, Ethics and Statement on the Prohibition of Insider Trading (as revised, the "Code") that amended, restated and replaced the prior Code of Business Conduct, Ethics and Statement on the Prohibition of Insider Trading applicable to the Company. The Code provides (i) clarification regarding the applicability of certain provisions of the Code to officers and directors of the Company and (ii) additional requirements relating to the giving of gifts to foreign officials, foreign political parties or candidates for foreign political office. The amendments reflected in the Code did not relate to or result in any waiver, explicit or implicit, of any provision of the previous Code of Business Conduct, Ethics and Statement on the Prohibition of Insider Trading. The foregoing description of the amendments reflected in the Code is qualified in its entirety by reference to the full text of the Code, a copy of which is filed as Exhibit 14.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.05. A copy of the Code is also publicly available in the corporate governance section of the Company's website at www.fsinvestmentcorpII.com . Item 9.01. Financial Statements and Exhibits. (d) Exhibits. EXHIBIT NUMBER DESCRIPTION 14.1 Code of Business Conduct, Ethics and Statement on the Prohibition of Insider Trading of FS Investment Corporation II. 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.
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