UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):June 7, 2016
FS Investment Corporation IV
(Exact name of Registrant as specified in its charter)
| Maryland | 814-01151 | 47-3258730 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer
Identification No.) |
201 Rouse Boulevard
Philadelphia, Pennsylvania
(Address of principal executive offices) | | 19112
(Zip Code) |
| Registrant’s telephone number, including area code:(215) 495-1150 |
None
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | |
| | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | |
| | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | | |
| | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On June 7, 2016, Cheltenham Funding LLC (“Cheltenham Funding”), a wholly-owned financing subsidiary of FS Investment Corporation IV (the “Company”), entered into a second amendment and restatement of the confirmation letter agreement (the “Amended and Restated Confirmation”) governing its total return swap (the “TRS”) for senior secured floating rate loans with Citibank, N.A. (“Citibank”). Pursuant to the Amended and Restated Confirmation, the maximum aggregate notional amount of the portfolio of loans subject to the TRS (determined at the time each such loan becomes subject to the TRS) was increased from $50.0 million to $75.0 million. No other material terms of the TRS changed in connection with the Amended and Restated Confirmation.
The foregoing description of the Amended and Restated Confirmation is a summary only and is qualified in all respects by the provisions of the Amended and Restated Confirmation, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference
Item 2.02. Results of Operations and Financial Condition.
On June 7, 2016, the Company increased the public offering price of its Class T common stock from $10.90 per share to $10.95 per share. The increase in the public offering price was effective as of the Company’s June 8, 2016 weekly closing and first applied to subscriptions received from June 1, 2016 through June 7, 2016.
In accordance with the Company’s previously disclosed share pricing policy, the new net offering price per share of Class T common stock is not more than 2.5% greater than the net asset value per share of Class T common stock as of June 7, 2016.
As a result of the increase in the public offering price, the net investment amount for Class T common stock, which is the public offering price excluding the maximum upfront selling commissions of 2.20% and estimated organization and offering expenses of 0.75%, increased from $10.58 per share to $10.63 per share.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| EXHIBIT NUMBER | | DESCRIPTION |
| 10.1 | | Second Amended and Restated Confirmation Letter Agreement, dated as of June 3, 2016, by and between Cheltenham Funding LLC and Citibank, N.A. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | FS Investment Corporation IV |
| | |
| Date: | June 8, 2016 | | By: | /s/ Stephen S. Sypherd |
| | | | Stephen S. Sypherd |
| | | | Vice President |
| | | | | |
EXHIBIT INDEX
