Item 2.02. Results of Operations and Financial Condition.
On September 2, 2014
, the board of directors (the "Board") of FS Investment
(the "Company") declared a regular monthly cash distribution of
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
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
, 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
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
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.
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.
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.