As filed with the Securities and Exchange Commission on December 8, 2016
Securities Act File No. 333-205180
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 3
to
Form N-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FS INVESTMENT CORPORATION
(Exact name of registrant as specified in charter)
201 Rouse Boulevard
Philadelphia, PA 19112
(215) 495-1150
(Address and telephone number, including area code, of principal executive offices)
Michael C. Forman
FS Investment Corporation
201 Rouse Boulevard
Philadelphia, PA 19112
(Name and address of agent for service)
COPIES TO:
James A. Lebovitz
Thomas J. Friedmann
Dechert LLP
Cira Centre
2929 Arch Street
Philadelphia, PA 19104
Tel: (215) 994-4000
Fax: (215) 994-2222
Approximate date of proposed public offering: From time to time after the effective date of this Registration Statement.
If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, as amended, other than securities offered in connection with a dividend reinvestment plan, check the following box. x
EXPLANATORY NOTE
This Post-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-205180) of FS Investment Corporation (as amended the “Registration Statement”) is being filed pursuant to Rule 462(d) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of adding exhibits to such Registration Statement. No changes have been made to Part A, Part B or Part C of the Registration Statement, other than Item 25(2) of Part C of the Registration Statement as set forth below. Accordingly, this Post-Effective Amendment No. 3 consists only of the facing page, this explanatory note, and Item 25(2) of Part C of the Registration Statement setting forth the exhibits to the Registration Statement. Pursuant to Rule 462(d) promulgated under the Securities Act, this Post-Effective Amendment No. 3 shall become effective upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.
PART C
Other Information
Item 25. Financial Statements and Exhibits
(2)Exhibits
(a) | Second Articles of Amendment and Restatement of the Registrant.(Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on April 16, 2014.) | |
(b) | Second Amended and Restated Bylaws of the Registrant.(Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on April 16, 2014.) | |
(d)(1) | Form of Stock Certificate.(Incorporated by reference to Exhibit (d)(1) to the Registrant’s registration statement on Form N-2 (File No. 333-195863) filed on May 12, 2014.) | |
(d)(2) | Form of Subscription Certificate.** | |
(d)(3) | Form of Subscription Agent Agreement.** | |
(d)(4) | Form of Warrant Agreement.** | |
(d)(5) | Form of Articles Supplementary.** | |
(d)(6) | Form T-1 Statement of Eligibility of Trustee.(Incorporated by reference to Exhibit (d)(6) filed with the Registrant’s registration statement on Form N-2 (File No. 333-205180) filed on June 24, 2015.) | |
(d)(7) | Indenture, dated as of July 14, 2014, by and between the Registrant and U.S. Bank National Association, as trustee.(Incorporated by reference to Exhibit 4.2 filed with the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014 filed on August 14, 2014.) | |
(d)(8) | First Supplemental Indenture, dated as of July 14, 2014, relating to the 4.000% Notes due 2019, by and between the Registrant and U.S. Bank National Association, as trustee.(Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on July 15, 2014.) | |
(d)(9) | Form of 4.000% Notes due 2019.(Incorporated by reference to Exhibit (d)(8) hereto.) | |
(d)(10) | Second Supplemental Indenture, dated as of December 3, 2014, relating to the 4.250% Notes due 2020, by and between the Registrant and U.S. Bank National Association, as trustee.(Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on December 3, 2014.) | |
(d)(11) | Form of 4.250% Notes due 2020.(Incorporated by reference to Exhibit (d)(10) hereto.) | |
(d)(12) | Third Supplemental Indenture, dated as of April 30, 2015, relating to the 4.750% Notes due 2022, by and between the Registrant and U.S. Bank National Association, as trustee.(Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on April 30, 2015.) | |
(d)(13) | Form of 4.750% Notes due 2022.(Incorporated by reference to Exhibit (d)(12) hereto.) | |
(e) | Distribution Reinvestment Plan, effective as of June 2, 2014.(Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on May 23, 2014.) | |
(g)(1) | Amended and Restated Investment Advisory Agreement, dated as of July 17, 2014, by and between the Registrant and FB Income Advisor, LLC.(Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 22, 2014.) | |
(g)(2) | Investment Sub-advisory Agreement, dated as of April 3, 2008, by and between FB Income Advisor, LLC and GSO / Blackstone Debt Funds Management LLC.(Incorporated by reference to Exhibit (g)(2) filed with Amendment No. 2 to the Registrant’s registration statement on Form N-2 (File No. 333-149374) filed on June 19, 2008.) |
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(h)(1) | Form of Underwriting Agreement for equity securities.** | |
(h)(2) | Underwriting Agreement, dated December 1, 2016, by and among the Registrant, FB Income Advisor, LLC and Wells Fargo Securities, LLC.* | |
(j) | Custodian Agreement, dated as of November 14, 2011, by and between the Registrant and State Street Bank and Trust Company.(Incorporated by reference to Exhibit 10.9 filed with the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011 filed on November 14, 2011.) | |
(k)(1) | Amended and Restated Credit Agreement, dated as of January 28, 2011, by and between Broad Street Funding LLC and Deutsche Bank AG, New York Branch. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 1, 2011.) | |
(k)(2) | Fourth Amendment to Credit Agreement, dated as of March 23, 2012, by and between Broad Street Funding LLC and Deutsche Bank AG, New York Branch.(Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 27, 2012.) | |
(k)(3) | Fifth Amendment to Credit Agreement, dated as of March 22, 2013, by and between Broad Street Funding LLC and Deutsche Bank AG, New York Branch.(Incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012 filed on March 28, 2013.) | |
(k)(4) | Sixth Amendment to Credit Agreement, dated as of December 20, 2013, by and between Broad Street Funding LLC and Deutsche Bank AG, New York Branch.(Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 24, 2013.) | |
(k)(5) | Seventh Amendment to Credit Agreement, dated as of December 18, 2014, by and between Broad Street Funding LLC and Deutsche Bank AG, New York Branch.(Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 22, 2014.) | |
(k)(6) | Tenth Amendment to Credit Agreement, dated December 15, 2015, by and between Broad Street Funding LLC and Deutsche Bank AG, New York Branch.(Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 16, 2015.) | |
(k)(7) | Amended and Restated Indenture, dated as of September 26, 2012, by and between Locust Street Funding LLC and Citibank, N.A., as trustee.(Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on October 1, 2012.) | |
(k)(8) | Supplemental Indenture No. 1, dated as of April 23, 2013, by and between Locust Street Funding LLC and Citibank, N.A., as trustee.(Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 26, 2013.) | |
(k)(9) | Locust Street Funding LLC Class A Floating Rate Secured Note, due 2021.(Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on February 21, 2012.) | |
(k)(10) | Locust Street Funding LLC Class A Floating Rate Secured Note, due 2023.(Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on October 1, 2012.) | |
(k)(11) | Locust Street Funding LLC Class A Floating Rate Secured Note, due 2024.(Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on April 26, 2013.) | |
(k)(12) | TBMA/ISMA 2000 Amended and Restated Global Master Repurchase Agreement, by and between JPMorgan Chase Bank, N.A., London Branch and Race Street Funding LLC, together with the related Annex and Amended and Restated Confirmation thereto, each dated as of April 23, 2013.(Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on April 26, 2013.) | |
(k)(13) | Amended and Restated Confirmation, dated as of February 15, 2012, by and between Race Street Funding LLC and JPMorgan Chase Bank, N.A., London Branch.(Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on February 21, 2012.) |
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(k)(14) | Senior Secured Revolving Credit Agreement, dated as of April 3, 2014, by and among the Registrant, ING Capital LLC, as administrative agent, and the lenders party thereto.(Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 4, 2014.) | |
(k)(15) | Guarantee, Pledge and Security Agreement, dated as of April 3, 2014, by and among the Registrant, ING Capital LLC, as revolving administrative agent and collateral agent, the subsidiary guarantors party thereto and each financing agent and designated indebtedness holder party thereto.(Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on April 4, 2014.) | |
(k)(16) | Second Amended and Restated Control Agreement, dated as of April 8, 2016, by and among the Registrant, ING Capital LLC, as collateral agent, and State Street Bank and Trust Company.(Incorporated by reference to Exhibit 10.45 to the Registrant’s Quarterly Report on Form 10-Q filed on May 9, 2016.) | |
(k)(17) | Loan Agreement, dated as of November 1, 2016, by and among Locust Street Funding LLC, JPMorgan Chase Bank, N.A., as lender and administrative agent, Citibank, N.A., as collateral agent and securities intermediary, and Virtus Group, LP, as collateral administrator. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 2, 2016.) | |
(k)(18) | Administration Agreement, dated as of April 16, 2014, by and between the Registrant and FB Income Advisor, LLC.(Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on April 16, 2014.) | |
(k)(19) | Trademark License Agreement, dated as of April 16, 2014, by and between the Registrant and Franklin Square Holdings, L.P.(Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on April 16, 2014.) | |
(l)(1) | Opinion of Miles & Stockbridge P.C.(Incorporated by reference to Exhibit (l)(1) filed with the Registrant’s registration Statement on Form N-2 (File No. 333-205180) filed on June 24, 2015.) | |
(l)(2) | Opinion of Dechert LLP.(Incorporated by reference to Exhibit (l)(2) filed with the Registrant’s registration Statement on Form N-2 (File No. 333-205180) filed on June 24, 2015.) | |
(l)(3) | Opinion of Miles & Stockbridge P.C.* | |
(l)(4) | Opinion of Dechert LLP.* | |
(n)(1) | Consent of Miles & Stockbridge P.C. (Incorporated by reference to Exhibit (l)(1) hereto.) | |
(n)(2) | Consent of Dechert LLP. (Incorporated by reference to Exhibit (l)(2) hereto.) | |
(n)(3) | Consent of Miles & Stockbridge P.C.(Incorporated by reference to Exhibit (l)(3) hereto.) | |
(n)(4) | Consent of Dechert LLP.(Incorporated by reference to Exhibit (l)(4) hereto.) | |
(n)(5) | Consent of RSM US LLP.(Incorporated by reference to Exhibit (n)(3) filed with Post-Effective Amendment No. 2 to the Registrant’s registration statement on Form N-2 (File No. 333-205180) filed on May 27, 2016.) | |
(r)(1) | Code of Ethics of the Registrant.(Incorporated by reference to Exhibit 14.1 to the Registrant’s Current Report on Form 8-K filed on August 4, 2016.) | |
(r)(2) | Code of Ethics of FB Income Advisor, LLC.(Incorporated by reference to Exhibit (r)(2) filed with Pre-Effective Amendment No. 1 to the Registrant’s registration statement on Form N-2 (File No. 333-195863) filed on June 16, 2014.) |
* | Filed herewith. |
** | To be filed by amendment. |
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Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 3 to the Registration Statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia and Commonwealth of Pennsylvania, on the 8th day of December 2016.
FS INVESTMENT CORPORATION | ||
By: | /s/ Michael C. Forman | |
Name: Michael C. Forman | ||
Title: Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 3 to the Registration Statement on Form N-2 has been signed below by the following persons in the capacities and on the dates indicated:
Signature | Title | Date | ||
/s/ Michael C. Forman Michael C. Forman | Chief Executive Officer and Director (Principal executive officer) | December 8, 2016 | ||
/s/ William Goebel William Goebel | Chief Financial Officer (Principal financial and accounting officer) | December 8, 2016 | ||
* David J. Adelman | Director | December 8, 2016 | ||
* Gregory Chandler | Director | December 8, 2016 | ||
* Barry H. Frank | Director | December 8, 2016 | ||
* Thomas J. Gravina | Director | December 8, 2016 | ||
* Michael J. Hagan | Director | December 8, 2016 | ||
* Jeffrey K. Harrow | Director | December 8, 2016 | ||
* Michael Heller | Director | December 8, 2016 | ||
* Philip E. Hughes, Jr. | Director | December 8, 2016 |
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Signature | Title | Date | ||
* Pedro A. Ramos | Director | December 8, 2016 | ||
* Joseph P. Ujobai | Director | December 8, 2016 |
*By: | /s/ Michael C. Forman | |
Attorney-in-Fact |
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