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FS INVESTMENT CORP II FILES (8-K) Disclosing Results of Operations and Financial Condition, Change in Directors or Principal Officers

September 4, 2014

Item 2.02. Results of Operations and Financial Condition.

On September 2, 2014, the board of directors (the "Board") of FS Investment Corporation II (the "Company") declared a regular monthly cash distribution of $0.062833 per share. The regular monthly cash distribution will be paid on or about September 30, 2014 to stockholders of record on September 29, 2014.

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 the Company's shares of 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 legally available to it, including expense reimbursements from Franklin Square Holdings, L.P. ("Franklin Square"), as well as proceeds from the sale of shares of the Company's common stock, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of September 2, 2014, William Goebel resigned from his position as chief financial officer of the Company. Mr. Goebel will continue to serve as chief financial officer of FS Investment Corporation, FS Global Credit Opportunities Fund, FS Global Credit Opportunities Fund-A and FS Global Credit Opportunities Fund-D, investment funds affiliated with the Company. In connection with Mr. Goebel's resignation, on September 2, 2014, the Board appointed Michael Lawson as chief financial officer of the Company. Set forth below is biographical information pertaining to Mr. Lawson.

Michael Lawson

Prior to joining Franklin Square in April 2014, Michael Lawson, 53, worked as an Investment Accounting Director in the Global Fund Services Group of SEI Investments Company from July 2005 to April 2014. During his tenure as an Investment Accounting Director, Mr. Lawson served as the Chief Financial Officer of The Advisors' Inner Circle Fund and other related mutual fund trusts. Mr. Lawson also served as an Investment Accounting Manager for each of SEI Investments Company, Pilgrim Baxter & Associates, Ltd. and PFPC, Inc., a part of the PNC Financial Services Group Inc. Mr. Lawson received his Bachelor's of Business Administration from Temple University with a degree in Finance.

Mr. Lawson was not appointed to serve as chief financial officer pursuant to any agreement or understanding with the Company or any other person. There are no material contracts or agreements between the Company and Mr. Lawson. Mr. Lawson is employed by the Company's affiliate, Franklin Square, and will not receive any direct compensation from the Company.

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. Factors that could cause actual results to differ materially include changes in the economy, risks associated with possible disruption in the Company's operations or the economy generally due to terrorism or natural disasters, future changes in laws or regulations and conditions in the Company's operating area. Some of these factors are enumerated in the filings the Company makes with the U.S. 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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Source: Edgar Glimpses

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