| Item 7.01 | Regulation FD Disclosures. |
Conversion to Maryland Corporation
On March 1, 2022, the board of trustees (the “Board”) of FS Global Credit Opportunities Fund, a Delaware statutory trust (“FSGCO” or the “Company”), approved the Company’s conversion into a Maryland corporation and the Company’s change of name to FS Credit Opportunities Corp. (the “Succeeding Entity” and such conversion, the “Conversion”).
FS Global Advisor, LLC will continue to serve as the Company’s investment adviser following the Conversion. There will be no changes to the Company’s investment objective and strategies, portfolio management team, policies and procedures or the members of the board overseeing the Company as a result of the Conversion.
In the Conversion, each issued and outstanding common share of beneficial interest of FSGCO will be automatically converted into one share of common stock of the Succeeding Entity. Each issued and outstanding Term Preferred Share, Series 2023 – Floating Rate, Term Preferred Share, Series 2023 – Fixed Rate, Term Preferred Share, Series 2026, Term Preferred Share, Series 2025, Term Preferred Share, Series 2025-2, and Term Preferred Share, Series 2027 of FSGCO will be automatically converted into one Term Preferred Share, Series 2023 – Floating Rate, Term Preferred Share, Series 2023 – Fixed Rate, Term Preferred Share, Series 2026, Term Preferred Share, Series 2025, Term Preferred Share, Series 2025-2, and Term Preferred Share, Series 2027 of the Succeeding Entity, respectively.
There will be no tax impact to the Company or its shareholders as a direct result of the Conversion.
To implement the Conversion, the Company will file (a) a Certificate of Conversion with the Delaware Secretary of State, (b) Articles of Conversion with the Maryland State Department of Assessments and Taxation, and (c) Articles of Incorporation with the Maryland State Department of Assessments and Taxation. The change in the Company’s name will occur automatically pursuant to the filing of the Articles of Conversion in accordance with Section 3-901 of the Maryland General Corporation Law.
Following the Conversion, the rights of the Company’s shareholders will be governed by Maryland General Corporation Law and the Articles of Incorporation and Bylaws of the Company and the Company will be subject to the Maryland Control Share Acquisition Act (the “Control Share Act”) as reflected in the Bylaws.
The Control Share Act protects the interests of all shareholders by generally providing that any holder of “control shares” acquired in a “control share acquisition” may not exercise voting rights with respect to the “control shares,” except to the extent approved by a vote of two-thirds of all the votes entitled to be cast on the matter. Generally, “control shares” are shares that, when aggregated with common shares already owned by an acquiring person, would entitle the acquiring person to exercise 10% or more, 33 1/3% or more, or a majority of the total voting power of shares entitled to vote in the election of directors. The Control Share Act provides that a “control share acquisition” does not include the acquisition of shares in a merger, consolidation or share exchange. Therefore, a shareholder that acquires shares of a successor entity as a result of the Conversion will be able to exercise voting rights as to those shares even if the number of such shares acquired by the shareholder in the Conversion exceeds one or more of the thresholds of the Control Share Act.
The above description of the Control Share Act is only a high-level summary and does not purport to be complete. Investors should refer to the actual provisions of the Control Share Act for more information, including definitions of key terms, various exclusions and exemptions from the statute’s scope, and the procedures by which shareholders may approve the reinstatement of voting rights to holders of “control shares.”
