UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

(Rule14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

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☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to Rule14a-12

FS INVESTMENT CORPORATIONKKR CAPITAL CORP. II

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.
☐ Fee computed on table below per Exchange Act Rules14a-6(i)(4) and0-11.
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LOGO

FS INVESTMENT CORPORATION IILOGO

201 Rouse Boulevard

Philadelphia, Pennsylvania 19112

October 11, 2018March 2, 2020

Dear Fellow Stockholder:

You are cordially invited to attend the 2020 Annual Meeting of Stockholders of FS Investment CorporationKKR Capital Corp. II (the “Company”) to be held on Monday, December 3, 2018April 23, 2020 at 10:1:00 a.m.p.m., Eastern Time, at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112 (the “Annual Meeting”).

Your vote is very important! Your immediate response will help avoid potential delays and may save the Company significant additional expenses associated with soliciting stockholder votes.

The Notice of Annual Meeting of Stockholders and proxy statement accompanying this letter provide an outline of the business to be conducted at the meeting. At the meeting, you will be asked to:

(i) to elect or approve the appointment of the following individuals inas Class C Directors, each case subject to the conditions set forth in the proxy statement accompanying this letter: (a) Barbara Adams as a Class A director, whoof whom has been nominated for election for a three-yearthree year term expiring at the 20212023 annual meeting of the stockholders,stockholders: (a) Michael C. Forman, (b) Brian R. Ford and Jeffrey K. Harrow as Class A directors, who have been conditionally appointed by the board of directors to fill vacancies to serve for the remainder of a term expiring at the 2021 annual meeting of the stockholders,Richard Goldstein, (c) Frederick Arnold and Michael J. Hagan as Class B directors, each of whom has been conditionally appointed by the board of directors to fill a vacancy and serve for the remainder of a term expiring at the 2019 annual meeting of the stockholders, and (d) James H. Kropp and Joseph P. Ujobai(d) Elizabeth Sandler;

(ii) approve the application of the reduced asset coverage requirements in Section 61(a)(2) of the Investment Company Act of 1940, as Class C directors, eachamended, to the Company, which would permit the Company to increase the maximum amount of whom has been conditionally appointedleverage that it is permitted to incur by reducing the asset coverage requirement applicable to the Company from 200% to 150%; and

(iii) approve a proposal to allow the Company in future offerings, following the listing of the Company’s common stock on a national securities exchange, to sell its shares below net asset value per share in order to provide flexibility for future sales.

In addition to these proposals, you may be asked to consider any other matters that properly may be presented at the Annual Meeting or any adjournment or postponement of the Annual Meeting, including proposals to adjourn the Annual Meeting with respect to proposals for which insufficient votes to approve were cast, and, with respect to such proposals, to permit further solicitation of additional proxies by the board of directors to fill a vacancy and serve for the remainder of a term expiring at the 2020 annual meeting of the stockholders; and

(ii) ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.Company.

The Company’s board of directors unanimously recommends that you vote FOR each of the proposals to be considered and voted on at the Annual Meeting.

The Company has elected to provide access to its proxy materials to certain of its stockholders over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. On or about October 17, 2018, the Company intends to mail to most of its stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy statement and annual report and how to submit proxies over the Internet. All other stockholders will receive a copy of the proxy statement and annual report by mail. The Notice of Internet Availability of Proxy Materials also contains instructions on how you can elect to receive a printed copy of the proxy statement and annual report. The Company believes that providing its proxy materials over the Internet will expedite stockholders’ receipt of proxy materials, lower the costs associated with the Annual Meeting and conserve resources.

It is important that your shares be represented at the Annual Meeting. If you are unable to attend the meeting in person, I urge you to complete, date and sign the enclosed proxy card and promptly return it in the envelope provided. If you prefer, you can save time by voting through the Internet or by telephone as described in the proxy statement and on the enclosed proxy card.

Your vote and participation in the governance of the Company areis very important.

Sincerely yours,

 

LOGO

Michael C. Forman

Chairman and Chief Executive Officer

FS INVESTMENT CORPORATIONKKR CAPITAL CORP. II

201 Rouse Boulevard

Philadelphia, Pennsylvania 19112

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On December 3, 2018April 23, 2020

To the Stockholders of FS Investment CorporationKKR Capital Corp. II:

NOTICE IS HEREBY GIVEN THAT the 2020 Annual Meeting of Stockholders of FS Investment CorporationKKR Capital Corp. II, a Maryland corporation (the “Company”), will be held at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112, on Monday, December 3, 2018April 23, 2020 at 10:1:00 a.m.p.m., Eastern Time (the “Annual Meeting”), for the following purposes:

 

1.

Toto elect or approve the appointment of the following individuals inas Class C Directors, each case subject to the conditions set forth in the proxy statement accompanying this notice: (a) Barbara Adams as a Class A director, whoof whom has been nominated for election for a three-yearthree year term expiring at the 20212023 annual meeting of the stockholders,stockholders: (a) Michael C. Forman, (b) Brian R. Ford and Jeffrey K. Harrow as Class A directors, who have been conditionally appointed by the board of directors to fill a vacancy and serve for the remainder of a term expiring at the 2021 annual meeting of the stockholders,Richard Goldstein, (c) Frederick Arnold and Michael J. Hagan as Class B directors, each of whom has been conditionally appointed by the board of directors to fill a vacancy and serve for the remainder of a term expiring at the 2019 annual meeting of the stockholders, and (d) James H. Kropp and Joseph P. Ujobai as Class C directors, each of whom has been conditionally appointed by the board of directors to fill a vacancy and serve for the remainder of a term expiring at the 2020 annual meeting of the stockholders;(d) Elizabeth Sandler;

 

2.

To ratifyto approve the appointmentapplication of RSM US LLPthe reduced asset coverage requirements in Section 61(a)(2) of the Investment Company Act of 1940, as amended, to the Company’s independent registered public accounting firm forCompany, which would permit the fiscal year ending December 31, 2018;Company to increase the maximum amount of leverage that it is permitted to incur by reducing the asset coverage requirement applicable to the Company from 200% to 150%; and

 

3.

To consider and transact such other business as may properly come beforeto approve a proposal to allow the Annual Meeting, and any adjournments or postponements thereof.Company in future offerings, following the listing of the Company’s common stock on a national securities exchange, to sell its shares below net asset value per share in order to provide flexibility for future sales.

The board of directors has fixed the close of business on October 10, 2018February 28, 2020 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and adjournments or postponements thereof.

Important notice regarding the availability of proxy materials for the Annual Meeting.The Company’s proxy statement and the proxy card and the Company’s annual report to stockholders for the year ended December 31, 2017 (the “Annual Report”) are available atwww.proxyvote.com.

If you plan on attending the Annual Meeting and voting your shares in person, you will need to bring photo identification in order to be admitted to the Annual Meeting. If your shares are held through a broker and you attend the Annual Meeting in person, please bring a letter from your broker identifying you as the beneficial owner of the shares and authorizing you to vote your shares at the Annual Meeting. To obtain directions to the Annual Meeting, please call the Company at (877)(877) 628-8575.

By Order of the Board of Directors,

 

 

LOGO

Stephen S. Sypherd

General Counsel and Secretary

October 11, 2018March 2, 2020

Stockholders are requested to execute and return promptly the accompanying proxy card, which is being solicited by the board of directors of the Company. You may execute the proxy card using the methods described in the proxy card. Executing the proxy card is important to ensure a quorum at the Annual Meeting. Stockholders also have the option to authorize their proxies by telephone or through the Internet by following the instructions printed on the proxy card. Proxies may be revoked at any time before they are exercised by submitting a written notice of revocation or a subsequently executed proxy, or by attending the Annual Meeting and voting in person.

FS INVESTMENT CORPORATIONKKR CAPITAL CORP. II

201 Rouse Boulevard

Philadelphia, Pennsylvania 19112

ANNUAL MEETING OF STOCKHOLDERS

To Be Held On December 3, 2018April 23, 2020

PROXY STATEMENT

GENERAL

This proxy statement is furnished in connection with the solicitation of proxies by the board of directors (the “Board”) of FS Investment CorporationKKR Capital Corp. II, a Maryland corporation (the “Company”), for use at the 2020 Annual Meeting of Stockholders of the Company to be held at 10:1:00 a.m.p.m., Eastern Time, on Monday, December 3, 2018,April 23, 2020, at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112, and any adjournments or postponements thereof (the “Annual Meeting”). This proxy statement and the accompanying materials are being mailed on or about October 17, 2018March 10, 2020 to stockholders of record described below and are available atwww.proxyvote.com.

All properly executed proxies representing shares of common stock, par value $0.001 per share, of the Company (the “Shares”) received prior to the Annual Meeting will be voted in accordance with the instructions marked thereon.If no specification is made, the Shares will be voted FORFOR::

(i) the proposal to elect or approve the appointmentelection of the following individuals inas Class C Directors, each case subject to the conditions set forth in this proxy statement: (a) Barbara Adams, as a Class A director, whoof whom has been nominated for election for a three-yearthree year term expiring at the 20212023 annual meeting of the stockholders,stockholders: (a) Michael C. Forman, (b) Brian R. Ford and Jeffrey K. Harrow as Class A directors, who have been conditionally appointed by the board of directors to fill vacancies and serve for the remainder of a term expiring at the 2021 annual meeting of the stockholders;Richard Goldstein, (c) Frederick Arnold and Michael J. Hagan as Class B directors, each of whom has been conditionally appointed by the board of directors to fill a vacancy and serve for the remainder of a term expiring at the 2019 annual meeting of the stockholders, and (d) James H. Kropp and Joseph P. Ujobai as Class C directors, each of whom has been conditionally appointed by the board of directors to fill a vacancy and serve for the remainder of a term expiring at the 2020 annual meeting of the stockholders(d) Elizabeth Sandler (the “Director Election Proposal”); and

(ii) the proposal to ratifyapprove the appointmentapplication of RSM US LLPthe reduced asset coverage requirements in Section 61(a)(2) of the Investment Company Act of 1940, as amended (the “1940 Act”), to the Company, which would permit the Company to increase the maximum amount of leverage that it is permitted to incur by reducing the asset coverage requirement applicable to the Company from 200% to 150% (the “Leverage Proposal”); and

(iii) the proposal to allow the Company in future offerings, following the listing of the Company’s independent registered public accounting firmcommon stock on a national securities exchange, to sell its Shares below net asset value per Share in order to provide flexibility for the fiscal year ending December 31, 2018future sales (the “Accountant“Share Issuance Proposal”).

For additional information regarding the risks and potential increased costs to the Company and its stockholders associated with the approval of the Leverage Proposal, see “Proposal 2: Approval of Application of Reduced Asset Coverage Requirements to the Company to Allow the Company to Double the Maximum Amount of its Permitted Borrowings—Effect of Leverage on Return to Stockholders.”

If the Leverage Proposal is not approved by stockholders, the Company will continue to operate within its current 200% asset coverage requirement until (1) such time as it receives stockholder approval of a similar proposal at a future meeting or (2) one year after the Board approves application of the modified asset coverage requirements to the Company, which it has not done as of the date of this proxy statement.

Any stockholder who has given a proxy has the right to revoke it at any time prior to its exercise. Any stockholder who executes a proxy may revoke it with respect to any proposal by attending the Annual Meeting and voting his or her Shares in person, or by submitting a letter of revocation or a later-dated proxy to the Company at the above address prior to the date of the Annual Meeting.

1

Quorum

Stockholders of the Company are entitled to one vote for each Share held. Under the Second Articles of Amendment and Restatement of the Company, (the “Charter”), one thirdone-third of the number of Shares entitled to cast votes, present in person or by proxy, constitutes a quorum for the transaction of business. Abstentions will be treated as Shares that are present for purposes of determining the presence of a quorum for transacting business at the Annual Meeting.

Adjournments

In the event that a quorum is not present at the Annual Meeting, the chairman of the Annual Meeting or the stockholders entitled to vote at the Annual Meeting, present in person or by proxy, shall have the power to

1

adjourn the Annual Meeting from time to time to a date not more than 120 days after the original record date without notice, other than the announcement at the Annual Meeting to permit further solicitation of proxies. The persons named as proxies will vote those proxies for such adjournment, unless marked to be voted against any proposal for which an adjournment is sought. Any business that might have been transacted at the Annual Meeting originally called may be transacted at any such adjourned session(s) at which a quorum is present.

If it appears that there are not enough votes to approve any proposal at the Annual Meeting, the chairman of the Annual Meeting may adjourn the Annual Meeting from time to time to a date not more than 120 days after the record date originally fixed for the Annual Meeting without notice, other than announcement at the Annual Meeting, to permit further solicitation of proxies. The persons named as proxies for the Company will vote those proxies held by them for such adjournment, unless marked to be voted against any proposal for which an adjournment is sought, to permit the further solicitation of proxies.adjournment.

If sufficient votes in favor of one or more proposals have been received by the time of the Annual Meeting, the proposals will be acted upon and such actions will be final, regardless of any subsequent adjournment to consider other proposals.

Record Date

The Board has fixed the close of business on October 10, 2018February 28, 2020 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and adjournments or postponements thereof. As of the Record Date, there were 323,240,508678,379,301 Shares outstanding.

Required Vote

Director ProposalElection Proposal.. Each director nominee shall be elected by a plurality of all the votes cast at the Annual Meeting in person or by proxy, provided that a quorum is present. Plurality voting means that the director nominee with the most votes for a particular seat is elected for that seat. Because all of the director nominees are running unopposed, all director nominees are expected to be elected as directors, as all nominees who receive votes in favor will be elected. Each Share may be voted for as many individuals as there are director nominees and for whose election the share is entitled to be voted. Abstentions will not be included in determining the number of votes cast and, as a result, will not have any effect on the result of the vote with respect to the Director Election Proposal. There will be no cumulative voting with respect to the Director Election Proposal.

Accountant ProposalLeverage Proposal.. The affirmative vote of a majority of the votes cast at the Annual Meeting in person or by proxy, provided that a quorum is present, is required to ratifyapprove the appointment of RSM US LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.Leverage Proposal. Abstentions will not be included in determining the number of votes cast and, as a result, will not have any effect on the result of the vote with respect to the AccountantLeverage Proposal.

Share Issuance Proposal. The approval of the Share Issuance Proposal requires the affirmative vote of the stockholders holding (1) a majority of the outstanding Shares entitled to vote at the Annual Meeting and (2) a majority of outstanding Shares entitled to vote at the Annual Meeting that are not held by affiliated persons of the Company. Under the 1940 Act, a majority of the outstanding Shares may be the lesser of: (1) 67% of the Shares at the Annual Meeting if the holders of more than 50% of the outstanding Shares are present or represented by proxy or (2) more than 50% of the outstanding Shares. Abstentions will not count as affirmative votes cast and will therefore have the same effect as votes against the Share Issuance Proposal.

2

BrokerNon-Votes

Shares for which brokers have not received voting instructions from the beneficial owner of the Shares and do not have, or choose not to exercise, discretionary authority to vote the Shares on certain proposals (which are considered “broker“broker non-votes” with with respect to such proposals) will be treated as Shares present for quorum purposes. Because the Director Election Proposal, is athe Leverage Proposal and the Share Issuance Proposals arenon-routine matters, matter, brokers will not have discretionary authority to vote on the matter.Brokernon-votes are are not considered votes cast and thus have no effect on the Director Election Proposal or the Leverage Proposal. Because the Accountant Proposal is a routine matter, brokers will have discretionary authority to vote for the ratification of the appointment of the Company’s independent registered public accounting firm in the event that they do not receive voting instructions from the beneficial owner of the Shares, and therefore, thereBrokernon-votes will not be any brokernon-votes with respect tocount as affirmative votes cast and will therefore have the Accountantsame effect as votes against the Share Issuance Proposal.

2

Householding

Mailings for multiple stockholders going to a single household are combined by delivering to that address, in a single envelope, a copy of the documents (annual reports, proxy statements, etc.) or other communications for all stockholders who have consented or are deemed to have consented to receiving such communications in such manner in accordance with the rules promulgated by the U.S. Securities and Exchange Commission (the “SEC”). If you do not want to continue to receive combined mailings of Company communications and would prefer to receive separate mailings of Company communications, and you are a registered stockholder, please contact the Company’s transfer agent, DST Systems, Inc. by telephonephone at(877) 628-8575 or by mail to FS Investment CorporationKKR Capital Corp. II, c/o DST Systems, Inc., 430 W. 7th7th Street, Kansas City, Missouri 64105-1594. If you are a beneficial stockholder, you may contact the broker or bank where you hold the account to discontinue combined mailings of Company communications.

Voting

You may vote in person at the Annual Meeting in person or by proxy in accordance with the instructions provided below. You may also authorize a proxy by telephone or through the Internet using the toll-free telephone number or web address printed on your proxy card. Authorizing a proxy by telephone or through the Internet requires you to input the control number located on your proxy card. After inputting the control number, you will be prompted to direct your proxy to vote on each proposal. You will have an opportunity to review your directions and make any necessary changes before submitting your directions and terminating the telephone call or Internet link. Stockholders of the Company are entitled to one vote for each Share held.

When voting by proxy and mailing your proxy card, you are required to:

 

indicate your instructions on the proxy card;

 

date and sign the proxy card;

 

mail the proxy card promptly in the envelope provided, which requires no postage if mailed in the United States; and

 

allow sufficient time for the proxy card to be received on or before 10:1:00 a.m.p.m., Eastern Time, on December 3, 2018.April 23, 2020.

Important notice regarding the availability of proxy materials for the Annual Meeting.The Company’s proxy statement and the proxy card and the Company’s annual report to stockholders for the year ended December 31, 2017 (the “Annual Report”) are available atwww.proxyvote.com. The Notice of Internet Availability of Proxy Materials contains instructions on how you can elect to receive a printed copy of the proxy statement and the Annual Report.

If you plan on attending the Annual Meeting and voting your Shares in person, you will need to bring photo identification in order to be admitted to the Annual Meeting. To obtain directions toIf your Shares are held through a broker and you attend the Annual Meeting in person, please callbring a letter from your broker identifying you as the Companybeneficial owner of the Shares and authorizing you to vote your Shares at(877) 628-8575. the Annual Meeting.

Other Information Regarding This Solicitation

The Company will bear the expense of the solicitation of proxies for the Annual Meeting, including the cost of preparing, printing and mailing this proxy statement, the accompanying Notice of Annual Meeting of

3

Stockholders and the proxy card and Annual Report.card. The Company has requested that brokers, nominees, fiduciaries and other persons holding Shares in their names, or in the name of their nominees, which are beneficially owned by others, forward the proxy materials to, and obtain proxies from, such beneficial owners. The Company will reimburse such persons for their reasonable expenses in so doing.

In addition to the solicitation of proxies by mail, proxies may be solicited in person and by telephone or facsimile transmission by directors, officers or regular employees of the Company and its affiliates (without

3

special compensation therefor). The Company has also retained Broadridge Investor Communication Solutions, Inc. to assist in the solicitation of proxies for an estimated fee of approximately $10,000,$250,000, plusout-of-pocket expenses. Any proxy given pursuant to this solicitation may be revoked by notice from the person giving the proxy at any time before it is exercised. Any such notice of revocation should be provided in writing and signed by the stockholder in the same manner as the proxy being revoked and delivered to the Company’s proxy tabulator.

NoticeAnnual Reports

The Company will furnish to its stockholders, free of Internet Availability of Proxy Materials

In accordance with SEC regulations, the Company has made this proxy statement, the Notice of Annual Meeting and the Annual Report available to stockholders on the Internet. Stockholders may (i) access and review the Company’s proxy materials, (ii) authorize their proxies, as described in “Voting” above, and/or (iii) elect to receive future proxy materials by electronic delivery, via the Internet address provided below.

This proxy statement, the Notice of Annual Meeting and the Annual Report are available at www.proxyvote.com.

Electronic Delivery of Proxy Materials

Pursuant to the rules adopted by the SEC, the Company furnishes proxy materials bye-mail to those stockholders who have elected to receive their proxy materials electronically. While the Company encourages stockholders to take advantage of electronic delivery of proxy materials, which helps to reduce the environmental impact of annual meetings and the cost associated with the physical printing and mailing of materials, stockholders who have elected to receive proxy materials electronically bye-mail, as well as beneficial owners of Shares held bycharge, a broker or custodian, may request a printed set of proxy materials. The Notice of Internet Availability of Proxy Materials contains instructions on how you can elect to receive a printed copy of the proxy statementits most recent annual and Annual Report.quarterly reports upon request to FS KKR Capital Corp. II, Attn: Investor Relations, 201 Rouse Boulevard, Philadelphia, PA 19112.

Security Ownership of Management and Certain Beneficial Owners

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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth, as of October 10, 2018,the Record Date, the beneficial ownership of the director nominees, the Company’s current directors, executive officers, and directors, each person known to the Company to beneficially own 5% or more of the outstanding Shares, and all of the Company’s executive officers and directors as a group.

4

Beneficial ownership is determined in accordance withRule13d-3 promulgated promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and includes voting or investment power with respect to the Shares. There are no Shares subject to options that are currently exercisable or exercisable within 60 days of October 10, 2018.February 28, 2020. Ownership information for those persons who beneficially own 5% or more of the Shares is based upon information furnished by the Company’s transfer agent and other information provided by such persons, if available.

 

   Shares Beneficially Owned as of
October 10, 2018February 28, 2020		 

Name and Address of Beneficial Owner(1)

  Number of
Shares		   Total BeneficialPercentage
Ownership (%)(2)		 

Interested Directors:Directors

    

Michael C. Forman(3)

   186,286319,488    * 

Todd Builione

   —      —   

Independent Directors:Directors

    

Barbara Adams(4)

   3,41310,928    *

Stephen T. Burdumy

—  —  

Richard I. Goldstein

10,930*

Jerel A. Hopkins

—  —  

Robert E. Keith, Jr

23,333*

Paul Mendelson

16,766*

John E. Stuart

50,000*

Scott J. Tarte

50,297*

Independent Director Nominees (other than current directors):

Frederick Arnold

—  —   

Brian R. Ford

   —  3,268    —  *

Richard Goldstein

31,528* 

Michael J. Hagan

   22,222    * 

Jeffrey K. Harrow

   18,62938,214*

Jerel A. Hopkins

11,868    * 

James H. Kropp(5)

15,369*

Osagie Imasogie

   —      —   

Joseph P. UjobaiElizabeth Sandler

   —      —   

Executive Officers:Officers

    

William GoebelBrian Gerson

   3,565—      *

Zachary Klehr

9,315*

Stephen S. Sypherd

5,590*—   

Daniel Pietrzak

   —      —  

Steven Lilly

—  —  

Stephen S. Sypherd(6)

12,118*

William Goebel

8,873* 

James F. Volk

   —      —   

Current DirectorsAll directors and Executive Officersexecutive officers as a group (15(17 persons)

   359,495473,876    * 

 

*

Less than one percent.

(1)

The address of each of the beneficial owners set forth above is c/o FS Investment CorporationKKR Capital Corp. II, 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112.

(2)

Based on a total of 323,240,508678,379,301 Shares issued and outstanding on October 10, 2018.February 28, 2020.

(3)

All316,075 Shares held throughby MCFDA SCV LLC, which is a wholly-owned special purpose financing vehicle of which The 2011 Forman Investment Trust is a trust created bymember and Mr. Forman foris the benefit of his minor children.manager. 3,412 Shares held by Franklin Square Holdings, L.P.

(4)

3,808 Shares held in an Individual Retirement Account.

(5)

All Shares held in an Individual Retirement Account.Account

Dollar Range of Equity Securities Beneficially Owned by Directors and Director Nominees

The table below shows the dollar range of equity securities of the Company and the aggregate dollar range of equity securities of the Fund Complex that were beneficially owned by each director and director nominee as of the Record Date stated as one of the following dollar ranges: None;$1-$10,000;$10,001-$50,000;$50,001-$100,000; or Over $100,000. For purposes of this proxy statement, the term “Fund Complex” is defined
(6)

All Shares held in a joint account with spouse.

 

5

to includeThe following table sets forth, as of February 28, 2020, the Company, FS Investment Corporation, FS Investment Corporation III, FS Investment Corporation IV, Corporate Capital Trust, Inc. and Corporate Capital Trust II.dollar range of the Company’s equity securities that are beneficially owned by each member of the Board.

 

Name of Director

  Dollar Range of
Equity Securities
Beneficially
Owned
in the  Company(1)(2)(3)

Interested Directors:

                                      Aggregate Dollar Range
of Equity Securities
in the Fund
Complex(1)(2)

Interested Directors:

Michael C. Forman

  Over $100,000Over $100,000

Todd Builione

  NoneNone

Independent Directors:

  

Barbara Adams

  $10,001-$50,000$50,001-$100,000

Stephen T. BurdumyBrian R. Ford

None  $10,001-$50,000

Richard I. Goldstein

$50,001-$100,000  Over $100,000

Michael J. Hagan

  Over $100,000

Jeffrey K. Harrow

Over $100,000

Jerel A. Hopkins

  None$50,001-$10,000

Robert E. Keith, Jr

Over $100,000Over $100,000

Paul Mendelson

Over $100,000Over $100,000

John E. Stuart

Over $100,000Over $100,000

Scott J. Tarte

Over $100,000Over $100,000

Independent Director Nominees (other than current directors):

Frederick Arnold

NoneNone

Brian R. Ford

None$10,001-$50,000

Michael J. Hagan

Over $100,000Over $100,000

Jeffrey K. Harrow

Over $100,000Over $100,000100,000

James H. Kropp

  Over $100,000
None

Osagie Imasogie

  None

Joseph P. UjobaiElizabeth Sandler

  NoneNone

 

(1)

Beneficial ownership has been determined in accordance with Rule16a-1(a)(2) promulgated under the Exchange Act.

(2)

The dollar range of equity securities of FS Investment Corporation and Corporate Capital Trust, Inc. beneficially owned by directors of the Company and director nominees, if applicable, is calculated by multiplying the closing price of the shares of FS Investment Corporation or Corporate Capital Trust, Inc., as applicable, as reported on the New York Stock Exchange, LLC (“NYSE”) on October 10, 2018, times the number of such shares beneficially owned. The dollar range of equity securities of the other funds in the Fund ComplexCompany’s directors is calculated in accordance with the applicable account statement rules of The Financial Industry Regulatory Authority, Inc.

Section 16(a) Beneficial Ownership Reporting Compliance

Pursuant to Section 16(a) of the Exchange Act, the Company’s directors and executive officers, and any persons holding more than 10% of its Shares, are required to report their beneficial ownership and any changes therein to the SEC and the Company. Specific due dates for those reports have been established, and the Company is required to report herein any failure to file such reports by those due dates. Based on the Company’s review of Forms 3, 4 and 5 filed by such persons and information provided by the Company’s directors and officers, the Company believes that during the fiscal year ended December 31, 2017, all Section 16(a) filing requirements applicable to such persons were timely filed.
(3)

The dollar range of equity securities beneficially owned are: None,$1-$10,000,$10,001-$50,000,$50,001-$100,000 or over $100,000.

 

6

PROPOSAL 1: ELECTION OF DIRECTOR NOMINEES

Pursuant to the Company’s Third Amended and Restated Bylaws,bylaws of the Company, the number of directors on the Board may not be fewer than the minimum numberone, as required by the Maryland General Corporation Law, which is one, or greater than twelve. The Board is currently comprised of 10 directors. On September 27, 2018, the Board approved the expansion of the size of the Board from 10 directors to 11 directors, effective automatically uponeach of whom will hold office for the electionterm to which he or approval of the persons named for electionshe was elected and until his or approval in this proxy statementher successor is duly elected and immediately prior to the qualification of such persons as directors, as set forth below.qualified.

The directors of the Company are divided into three classes, designated Class A, Class B and Class C. Each class of directors holds office for a three-year term. The current Class A directors hold office for a term expiring at the Annual Meeting.2021 annual meeting. The current Class B directors hold office for a term expiring at the at the 20192022 annual meeting. The current Class C directors hold office for a term expiring at the 2020 annual meeting. Upon the expansion of the size of the Board from 10 directors to 11 directors described above, a new seat will be created in Class A.Annual Meeting.

At the Annual Meeting, stockholders of the Company are being asked to consider the election of Barbara AdamsMichael C. Forman, Richard Goldstein, James H. Kropp and Elizabeth Sandler as a Class A director who hasC directors. Each of Ms. Sandler and Messrs. Forman, Goldstein and Kropp have been nominated forre-electionfor re-election for a three-year term expiring at the 20212023 annual meeting of the stockholders.

Stockholders of the Company are also being asked to approve the appointment of certain additional directors who have been conditionally appointed by the Board to fill certain vacancies on the Board, subject to the creation of such vacancies. Such vacancies will be created by the expansion of the Board and the resignation by the following current directors on the Board: Stephen T. Burdumy, Robert E. Keith, Jr., Paul Mendelson, John E. Stuart and Scott J. Tarte (the “Resigning Directors”). On September 27, 2018, each of the Resigning Directors tendered to the Company his resignation from the Board, conditioned and effective upon the approval by the Company’s stockholders of his successor. On September 27, 2018, the Board appointed each of Frederick Arnold, Brian R. Ford, Michael J. Hagan, Jeffrey K. Harrow, James H. Kropp and Joseph P. Ujobai (the “New Directors”) to fill the vacancies which may be created by these resignations and the expansion of the Board. Each of the New Directors is currently a director of one or more funds advised by the Advisor or an affiliate of FS Investments.

The following table sets forth the name of each Resigning Director or new director seat to be filled, the name of the individual who is proposed to fill the applicable vacancy and class and term such person would fill:

New Director Seat/Resigning Director

New Director

Class (Expiration of Term)

Robert E. Keith, Jr.

Frederick ArnoldClass B (2019)

Paul Mendelson

Michael J. HaganClass B (2019)

John E. Stuart

James H. KroppClass C (2020)

Scott J. Tarte

Joseph P. UjobaiClass C (2020)

New Director Seat

Brian R. FordClass A (2021)

Stephen T. Burdumy

Jeffrey K. HarrowClass A (2021)

At the Annual Meeting, stockholders of the Company are being asked to approve the Board’s appointment of the New Directors, in each case to serve until the expiration of the term indicated next to his name in the table above and until a successor is elected and qualifies. If the Director Proposal is not approved by the Company’s stockholders, the Resigning Directors will not resign and the New Directors will not become directors of the Company.

Each New Director, if elected or approved will participate in the Company’s standard independent director compensation arrangements. Each director nominee has agreed to serve as a director ifif re-elected or elected, as applicable, and has consented to being put up for election or approval in this proxy statement.named as a nominee. No person being

7

nominated or appointed as a director is being proposed or appointed for election pursuant to any agreement or understanding between such person and the Company.

A stockholder can vote for, or withhold his or her vote from, any or all of the director nominees.In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote such proxyFOR the election of each of the director nominees named above. If any of the director nominees should decline or be unable to serve as a director, the persons named as proxies will vote for such other nominee as may be proposed by the Board’s Nominating and Corporate Governance Committee.Committee. The Board has no reason to believe that any of the persons named as director nominees will be unwillingunable or unableunwilling to serve.

Information about the Board and Director Nominees

The role of the Board is to provide general oversight of the Company’s business affairs and to exercise all of the Company’s powers except those reserved for the stockholders. The responsibilities of the Board also include, among other things, the oversight of the Company’s investment activities, the quarterly valuation of the Company’s assets, oversight of the Company’s financing arrangements and corporate governance activities.

A majority of the members of the Board are not “interested persons,” as defined in Section 2(a)(19) of the Investment Company1940 Act, of 1940, as amended (the “1940 Act”), of the Company or FS/KKR Advisor, LLC, the Company’s investment adviser (the “Advisor”), and are “independent” as defined by Rule 303A.00 in the NYSE Listed Company Manual. These individuals are referred to as the Company’s independent directors (the “Independent Directors”).directors. Section 2(a)(19) of the 1940 Act defines an “interested person” to include, among other things, any person who has, or within the last two years had, a material business or professional relationship with the Company. The members of the Board who are not Independent Directorsindependent directors are referred to as interested directors (the “Interested Directors”).

directors. The Board is currently comprised of ten11 directors, eightnine of whom are Independent Directors.independent directors. The Board has determined that the following directors and director nominees are or if applicable, will be, Independent Directors: Ms. Adams andindependent directors: Messrs. Arnold, Burdumy, Ford, Goldstein, Hagan, Harrow, Hopkins, Keith, Kropp, Mendelson, Stuart, TarteImasogie and Ujobai.Mmes. Adams and Sandler. Based upon information requested from each director and director nominee concerning his or her background, employment and affiliations, the Board has affirmatively determined that none of the Independent Director nomineesindependent directors has, or within the last two years had, a material business or professional relationship with the Company, other than if applicable, in his or her capacity as a member of the Board or any Board committee or as a stockholder. If each of the director nominees is elected, the Board will be comprised of eleven directors, nine of whom will be Independent Directors.

In considering each director nominee and the composition of the Board as a whole, the Board seeks a diverse group of experiences, characteristics, attributes and skills, including diversity in gender, ethnicity and race that the Board believes enables a director to make a significant contribution to the Board, the Company and its stockholders. These experiences, characteristics, attributes and skills, which are more fully described below, include, but are not limited to, management experience, independence, financial expertise and experience serving as directors or trustees of other entities. The Board may also consider such other experiences, characteristics, attributes and skills as it deems appropriate, given the then-current needs of the Board and the Company.

7

These experiences, characteristics, attributes and skills relate directly to the management and operations of the Company. Success in each of these categories is a key factor in the Company’s overall operational success and creating stockholder value. The BoardCompany believes that directors and director nominees who possess these experiences, characteristics, attributes and skills are better able to provide oversight of the Company’s management and the Company’s long-term and strategic objectives. Below is a description of the experience, characteristics, attributes and skills of each director nominee that led the Board to conclude that each such person should serve as a director. The Board also considered the specific experience described in each director nominee’sdirector’s biographical information, as disclosed below.

8

The following tables set forth certain information regarding the Independent Director nominees, the Independent Directors who are notdirector nominees and the Interested Directors.Company’s other independent directors and interested directors. “Fund Complex” means the Company and FS KKR Capital Corp. (“FSK”), together.

 

8

NOMINEES FOR CLASS A DIRECTORS—NEW TERM TO EXPIRE IN 2021Nominees for Class C Directors—New Term to Expire in 2023

Name, Address, Age

and Position(s)

with Company(1)

 

Term of Office

and Length of

Time Served(2)

 Principal Occupation(s) During Past Five Years    

Number of

Companies in

Fund Complex

Overseen by

Director

 

Other Public
Directorships

Directorships

Held by Director

During the Past

Five Years†

Michael C. Forman(3)

Age: 58

Chairman of the

Board and Chief

Executive Officer

Class C Director; Term expires in 2020;

Director since 2011

Michael C. Forman is chairman and chief executive officer of Franklin Square Holdings, L.P. (“FS Investments”) and has been leading the Company since its founding. He has served as the chairman and chief executive officer of the Advisor since its inception. Prior to founding FS Investments, Mr. Forman founded a private equity and real estate investment firm. He started his career as an attorney in the Corporate and Securities Department at the Philadelphia based law firm of Klehr Harrison Harvey Branzburg LLP (“Klehr Harrison”). In addition to his career as an attorney and investor, Mr. Forman has been an active entrepreneur and has founded several companies, including companies engaged in the gaming, specialty finance and asset management industries. Mr. Forman is a member of a number of civic and charitable boards, including The Franklin Institute, Drexel University and the Philadelphia Center City District Foundation. He is also Chairman of Vetri Community Partnership. Mr. Forman received his B.A., summa cum laude, from the University of Rhode Island, where he was elected Phi Beta Kappa, and received his J.D. from Rutgers University. Mr. Forman has extensive experience in corporate and securities law and has founded and served in a leadership role of various companies, including the Advisor. Mr. Forman’s experience and his positions as the Company’s and the Advisor’s chief executive officer make him a significant asset to the Company.TwoFS Energy and Power Fund; FS Global Credit Opportunities Fund; FS Credit Real Estate Income Trust; FS Credit Income Fund; FS Energy Total Return Fund; FS Series Trust; FS Multi-Alternative Income Fund

Richard Goldstein

Age: 58

Director

Class C Director; Term expires in 2020; Director since 2015

Richard I. Goldstein is a managing director of Liberty Associated Partners, LP (“LAP”) since 2000 and Associated Partners, LP (“AP”) since 2006, both investment funds that make private and public market investments in communications, media, Internet and energy companies. Prior to joining LAP and AP, Mr. Goldstein was vice president of The Associated Group, Inc. (“AGI”), a multi-billion dollar publicly traded owner and operator of communications-related businesses and assets. While at AGI, he assisted in establishing Teligent, Inc., of which he was a director, and was responsible for operating AGI’s cellular telephone operations. Mr. Goldstein is currently a member of the board of directors of Ubicquia LLC and has counseled many early stage companies.

Mr. Goldstein received a Bachelor of Science in Business and Economics from Carnegie Mellon University and received training at the Massachusetts Institute of Technology in Management Information Systems.

Mr. Goldstein has extensive experience as a senior executive and in negotiating investment transactions in a variety of industries. This experience has provided Mr. Goldstein, in the opinion of the Board, with experience and insight which is beneficial to the Company.

TwoFS Energy and Power Fund

9

Nominees for Class C Directors—New Term to Expire in 2023

Name, Address, Age

and Position(s)

with Company(1)

Term of Office

and Length of

Time Served(2)

Principal Occupation(s) During Past Five Years

Number of

Companies in

Fund Complex

Overseen by

Director

Other Public

Directorships

Held by Director

During the Past

Five Years†

James H. Kropp

Age: 70

Director

Class C Director; Term expires in 2020;

Director since

2018

James H. Kropp served as an independent director of Corporate Capital Trust, Inc. (“CCT”) from 2011 until the merger of FSK and CCT and as an independent trustee for Corporate Capital Trust II (“CCT II”) from 2015 until its merger with the Company. Mr. Kropp currently serves as Chief Investment Officer of SLKW Investments LLC, successor to i3 Funds, LLC, a position he has held since 2009 and was Chief Financial Officer of Microproperties LLC from 2012 to March 2019. Since 1998, Mr. Kropp has been a director and member of the Nominating/Corporate Governance committee of PS Business Parks, Inc., a public real estate investment trust whose shares are listed on the NYSE. Mr. Kropp became an Independent Trustee of NYSE-listed American Homes 4 Rent and Chairman of its Audit Committee at its founding in November 2012. Mr. Kropp received a B.B.A. Finance from St. Francis College and completed the MBA/CPA preparation program from New York University. Mr. Kropp has, in the past, been licensed to serve in a variety of supervisory positions (including financial, options and compliance principal) by the National Association of Securities Dealers. He is a member of the American Institute of CPAs and a Board Leadership Fellow for the National Association of Corporate Directors.

The Board believes Mr. Kropp’s direct experience with investments as a portfolio manager and registered investment adviser, together with his accounting, auditing and finance experience, is valuable to the Company.

TwoNone

Elizabeth Sandler

Age: 49

Director

Class C Director; Term expires in 2020; Director since 2019

Elizabeth Sandler is the founder and has served as the chief executive officer of Echo Juliette, a consultant and adviser on workplace investments spanning executive coaching, employee productivity and physical space, since January 2019. Prior to founding Echo Juliette, Ms. Sandler served as managing director of The Blackstone Group and Chief Operating Officer of its Blackstone Real Estate Debt Strategies business from September 2016 to August 2018. Prior to joining The Blackstone Group, she worked at Deutsche Bank from November 2000 to August 2016, including serving at different times as a managing director and global chief operating officer of the Risk Division, Structure Finance business and Commercial Real Estate business, among other roles. Prior to joining Deutsche Bank, she worked at a number of companies in the financial services industry. Ms. Sandler received a B.A. from Duke University and an M.B.A. from The Wharton School of the University of Pennsylvania.

Ms. Sandler’s extensive experience in the financial services industry has provided Ms. Sandler, in the opinion of the Board, with experience and insight which is beneficial to the Company.

TwoNone

10

INDEPENDENT DIRECTORS

(other than Nominees for Class C Directors)

Name, Address, Age

and Position(s)

with Company(1)

Term of Office

and Length of

Time Served(2)

Principal Occupation(s) During Past Five Years

Number of

Companies in

Fund Complex

Overseen by

Director

Other Public

Directorships

Held by Director

During the Past

Five Years†

Barbara Adams

Age: 6668

 

Director

 SinceClass A Director; Term expires in 2021; Director since 2012 

Barbara Adams served as the executive vice president—legal affairs and general counsel of the Philadelphia Housing Authority from August 2011 to April 2016, and as a trustee of each of the Philadelphia Housing Authority Retirement Income Trust and the Philadelphia Housing Authority Defined Contribution Pension Plan from November 2011 to April 2016. She served as the general counsel of the Commonwealth of Pennsylvania (the “Commonwealth”) from 2005 until January 2011. As general counsel to the Commonwealth, Ms. Adams led a staff of more than 500 lawyers in representing then Pennsylvania Governor Edward G. Rendell and more than 30 executive and independent agencies and commissions in litigation, transactions, regulatory, legislative and criminal justice matters. Prior to her appointment as general counsel to the Commonwealth, Ms. Adams was a partner at the law firm of Duane Morris LLP in Philadelphia, focusing her practice on taxable andtax-exempt public finance, affordable housing development matters, state and local government law, energy law and campaign finance law. Ms. Adams previously served as the policy committeeco-chair on housing, in then Governor-elect Edward G. Rendell’s transition team. She is a charter member of the Forum on Affordable Housing and Community Development Law of the American Bar Association, and is a former member of the National Association of Bond Lawyers, and a member of the Pennsylvania Association of Bond Lawyers and of the American, Pennsylvania and PennsylvaniaPhiladelphia Bar Associations.

 

She is a past member of the board and secretary of Philadelphia Neighborhood Enterprise, a nonprofit corporation affiliated with The Enterprise Foundation, a past member of the board and treasurer of the Reading Terminal Market, and a past member of the respective boards of the Pennsylvania Association of Bond Lawyers, the Philadelphia Association of Community Development Corporations and the People’s Emergency Center in Philadelphia.

Philadelphia. Ms. Adams has served on a number of other charitable and public organizations, including a term as commissioner of the Philadelphia Gas Commission, as an advisory board member on the Homeless Advocacy Project of the Philadelphia Bar Association, as a commissioner onand secretary of the Independent Charter Commission of the City of Philadelphia and as an advisory board member of The Nuclear World Project. She is currently a memberMs. Adams previously served on the housing policy committees of the boardrespective transition teams of both then Pennsylvania Governor-elect Edward G. Rendell and secretary of the Philadelphia Energy Authority and a member of the board of the Committee of Seventy.then Pennsylvania Governor-elect Tom Wolf. Ms. Adams is a graduate of Temple University School of Law and a graduate of Smith College.

 

The Board believes that Ms. Adams’ extensive service in the private and public sectors provides her with experience that arewould be beneficial to the Company.

   OneTwo None

 

911

NEW DIRECTOR NOMINEES

INDEPENDENT DIRECTORS

(other than Nominees for Class C Directors)

Name, Address, Age

and Position(s)

with Company(1)

 

Term of Office

and Length of

Time Served(2)

 Principal Occupation(s) During Past Five Years    

Number of

Companies in

Fund Complex

Overseen by

Director

 

Other Public
Directorships

Directorships

Held by Director

During the Past

Five Years†

Frederick Arnold

Age: 63

N/A

 N/A

Frederick Arnold serves as a member of the post-emergence board of directors of Lehman Brothers Holdings Inc., a member of the board of directors of Lehman Commercial Paper Inc. and a member of the board of directors of Syncora Holdings, Ltd. Mr. Arnold has held a series of senior financial positions, and most recently served as chief financial officer of Convergex Group, LLC from July 2015 until May 2017. Previously Mr. Arnold served as executive vice president, chief financial officer and a member of the executive committee of Capmark Financial Group, Inc. from September 2009 to January 2011. He also served as executive vice president of finance for Masonite Corporation, a manufacturing company, from February 2006 to September 2007. While at Willis Group from 2000 to 2003, Mr. Arnold served as chief financial and administrative officer of Willis North America, as group chief administrative officer of Willis Group Holdings Ltd. and as executive vice president of strategic development for Willis Group Holdings Ltd. He also served as a member of the Willis Group executive committee while holding the latter two positions. Prior to these roles, Mr. Arnold spent 20 years as an investment banker primarily at Lehman Brothers and Smith Barney, where he served as managing director and head of European corporate finance. During this time, his practice focused on originating and executing mergers and acquisitions and equity financings across a wide variety of industries and geographies. He alsoprovides pro-bono transactional advice to the New York City Investment Partnership. Mr. Arnold received a J.D. from Yale University, M.A. from Oxford University and undergraduate degree, summa cum laude, from Amherst College.

Mr. Arnold’s leadership experience and financial expertise having been an international investment banker and chief financial officer provides him with experience that would be beneficial to the Company.

   OneLehman Brothers Holdings Inc.; Lehman Commercial Paper Inc.; Syncora Holdings Ltd.; CIFC Corp.; Corporate Capital Trust II

10

NEW DIRECTOR NOMINEES

Name, Address, Age
and Position(s)

with Company(1)

Term of Office
and Length of
Time Served(2)		Principal Occupation(s) During Past Five YearsNumber of
Companies in
Fund Complex
Overseen by
Director

Other Public
Directorships

Held by Director
During the Past

Five Years†

Brian R. Ford

Age: 6971

 

N/ADirector

 N/Class A Director; Term expires in 2021; Director since 2013 

Brian R. Ford retired as a partner of Ernst & Young LLP, a multinational professional services firm, in July 2008, where he was employed since 1971. Mr. Ford currently serves on the board of various public companies, including GulfMark Offshore,Clearway Energy, Inc. (“GulfMark”), a global provider of marine transportation, since March 2009. He also has served as the chairman of the audit committee of GulfMark since March 2011. Mr. Ford has also served on the board of NRG Yield, Inc. (“NRG”), which invests in contracted renewable and conventional generation and thermal infrastructure assets, since July 2013, has served on its audit committee, compensation committee and corporate governance and conflicts and nominating committee since July 2013 and has served as the chairman of its audit committee since January 2016. He has also served on the board of AmeriGas Propane, Inc., a propane company, since November 2013, and has served as a member of its audit committee and corporate governance committee since November 2013. Mr. Ford serves as a member of the boards of trustees of FS Energy Total Return Fund, FS Credit Income Fund and FS Multi-Alternative Income Fund. Mr. Ford was previously the chief executive officer of Washington Philadelphia Partners, LP, a real estate investment company, from July 2008 to April 2010. He also has servedserves on the boards of Drexel University and Drexel University College of Medicine since March 2004 and March 2009, respectively. Mr. Ford received his B.S. in Economics from Rutgers University. He is a Certified Public Accountant.

 

Mr. Ford’s extensive financial accounting experience and service on the boards of public companies, in the opinion of the Board, provides him with insight which is beneficial to the Company.

   OneTwo GulfMark Offshore, Inc.; NRG Yield, Clearway Energy, Inc.; and AmeriGas Propane, Inc.; FS Energy Total Return Fund; FS Credit Income Fund; FS Multi-Alternative Income Fund

 

1112

NEW DIRECTOR NOMINEES

INDEPENDENT DIRECTORS

(other than Nominees for Class C Directors)

Name, Address, Age

and Position(s)

with Company(1)

 

Term of Office

and Length of

Time Served(2)

 Principal Occupation(s) During Past Five Years    

Number of

Companies in

Fund Complex

Overseen by

Director

 

Other Public
Directorships

Directorships

Held by Director

During the Past

Five Years†

Michael J. Hagan

Age: 5557

 

N/ADirector and Lead Independent Director

 N/AClass B Director; Term expires in 2022; Director since 2018 

Michael J. Hagan is aa co-founder of Hawk Capital Partners, a private equity firm, where he currently serves as managing partner, and has served in such capacity since December 2014. Prior toco-founding Hawk Capital Partners, Mr. Hagan previously served as the President of LifeShield, IncInc. (“LifeShield”), from June 2013 to May 2014, a leading wireless home security company which was acquired by and became a division of DirecTV in 2013. He previously served as the chairman, president and chief executive officer of LifeShield from December 2009 to May 2013. In May 2017, he became a director and majority owner of LifeShield, which he then sold in February 2019 to ADT. Prior to his employment by LifeShield, Mr. Hagan served as chairman of NutriSystem, Inc. (“NutriSystem”), from 2002 to November 2008, as chief executive officer of NutriSystem from 2002 to May 2008 and as president of NutriSystem from July 2006 to September 2007. Prior to joining NutriSystem, Mr. Hagan was thethe co-founder of Verticalnet Inc. (“Verticalnet”), and held a number of executive positions at Verticalnet since its founding in 1995, including chairman of the board from 2002 to 2005, president and chief executive officer from 2001 to 2002, executive vice president and chief operating officer from 2000 to 2001 and senior vice president prior to that time. Mr. Hagan has served on the board of directors of NutriSystem sincefrom February 2012 presiding in the role of chairman of the board since April 2012.to March 2019. Mr. Hagan previously served as a director of NutriSystem from 2002 to November 2008, Verticalnet from 1995 to January 2008 and Actua Corporation (formerly known as ICG Group, Inc.) from June 2007 to February 2018. Mr. Hagan also served as a member of the board of trustees of American Financial Realty Trust from 2003 to June 2007. Mr. Hagan holds a B.S. in Accounting from Saint Joseph’s University.University, where he currently serves as a Trustee. He is also a Certified Public Accountant (inactive).

 

Mr. Hagan has significant experience as an entrepreneur and senior executive at public and private organizations. Mr. Hagan also has extensive experience in corporate finance, private equity, financial reporting and accounting and controls. This experience has provided Mr. Hagan, in the opinion of the Board, with experience and insight which is beneficial to the Company.

   OneTwo Actua, Inc.

 

1213

NEW DIRECTOR NOMINEES

INDEPENDENT DIRECTORS

(other than Nominees for Class C Directors)

Name, Address, Age

and Position(s)

with Company(1)

 

Term of Office

and Length of

Time Served(2)

 Principal Occupation(s) During Past Five Years    

Number of

Companies in

Fund Complex

Overseen by

Director

 

Other Public
Directorships

Directorships

Held by Director

During the Past

Five Years†

Jeffrey K. Harrow

Age: 6162

 

N/ADirector

 N/

Class A Director; Term expires in 2021;

Director since

2014

 

Jeffrey K. Harrow has been chairman of Sparks Marketing Group, Inc. (“Sparks”) since 2001. Mr. Harrow is responsible for both operating divisions of Sparks, which includes Sparks Custom Retail and Sparks Exhibits & Environments, with offices throughout the United States and China. Sparks’ clients include a number of Fortune 500 companies. Prior to joining Sparks, Mr. Harrow served as president and chief executive officer of CMPExpress.com from 1999 to 2000. Mr. Harrow created the strategy that allowed CMPExpress.com to move from aBusiness-to-Consumer marketplace into theBusiness-to-Business sector. In 2000, Mr. Harrow successfully negotiated the sale of CMPExpress.com to Cyberian Outpost (NASDAQ ticker: COOL). From 1982 through 1998, Mr. Harrow was the president, chief executive officer and a director of Travel One, a national travel management company. Mr. Harrow was responsible for growing the company from a single office location to more than 100 offices in over 40 cities and to its rank as the 6th largest travel management company in the United States. Under his sales strategy, annual revenues grew from $8 million to just under $1 billion. During this time, Mr. Harrow purchased nine travel companies in strategic cities to complement Travel One’s organic growth. In 1998, Mr. Harrow and his partners sold Travel One to American Express. Mr. Harrow’s past directorships include service as a director of Cherry Hill National Bank, Hickory Travel Systems, Marlton Technologies and Ovation Travel Group and the Dean’s Board of Advisors of The George Washington University School of Business. Mr. Harrow is a graduate of The George Washington University School of Government and Business Administration, where he received his B.B.A. in 1979.

 

Mr. Harrow has served in a senior executive capacity at various companies, as well as a member of various boards. His extensive service at various companies has provided him, in the opinion of the Board, with experience and insight which is beneficial to the Company.

   Two 

13

NEW DIRECTOR NOMINEES

Name, Address, Age
and Position(s)

with Company(1)

Term of Office
and Length of
Time Served(2)		Principal Occupation(s) During Past Five YearsNumber of
Companies in
Fund Complex
Overseen by
Director

Other Public
Directorships

Held by Director
During the Past

Five Years†

James H. Kropp

Age: 69

N/A

N/A

James H. Kropp currently serves as Chief Investment Officer of SLKW Investments LLC, successor to i3 Funds, LLC, a position he has held since 2008. He is also Chief Financial Officer of Microproperties LLC, where he has served in this

capacity since 2011. He was the interim Chief Financial Officer of TaxEase LLC, a property tax lender and tax lien investor from 2010 to February 2012. Since 1998, Mr. Kropp has been a director, Chairman of the Compensation Committee and Member of the Nominating/Corporate Governance committee of PS Business Parks, Inc., a public real estate investment trust whose shares are listed on the NYSE. Mr. Kropp became an Independent Trustee of NYSE- listed American Homes 4 Rent and Chairman of its Audit Committee at its founding in November 2012. Mr. Kropp received a B.B.A. Finance from St. Francis College and completed the MBA/CPA preparation program from New York University. Mr. Kropp has, in the past, been licensed to serve in a variety of supervisory positions (including financial, options and compliance principal) by the National Association of Securities Dealers. He is a member of the American Institute of CPAs.

Mr. Kropp’s prior experience on several investment fund committees and his direct experience with investments as a portfolio manager and registered investment adviser is valuable to the Company.

TwoPS Business Parks, Inc., American Homes 4 Rent

Joseph P. Ujobai

Age: 56

N/A

N/A

Joseph P. Ujobai has served as the executive vice president of SEI Investments Company (“SEI”) since May 2003 and also as the chief executive officer and managing director of SEI Investments (Europe) Limited since January 2000. He is responsible for the development of SEI’s worldwide private banks and distribution business. Prior to this, Mr. Ujobai had overall responsibility for the start up of SEI’s business outside of the United States. From May 1996 to January 1999, he was the Managing Director of SEI Investments, Latin America, based in Buenos Aires, Argentina. Before these international assignments Mr. Ujobai worked in SEI’s Global Wealth Platform, managing large institutional relationships. Mr. Ujobai has also worked as Senior Vice President of Global Distribution for Kidder Peabody Asset Management and as Senior Relationship Manager at the IBM Corporation. Mr. Ujobai currently serves as a trustee for FS Energy Total Return Fund, FS Credit Income Fund and FS Multi-Alternative Income Fund. Mr. Ujobai holds a B.A. in Business Administration from Drexel University.

Mr. Ujobai’s extensive experience with investment and financial services companies has provided him with experience and insight which is beneficial to the Company.

OneFS Energy Total Return Fund, FS Credit Income Fund; FS Multi-Alternative Income FundNone

 

14

INDEPENDENT DIRECTORS

INDEPENDENT DIRECTORS

(other than Nominees for Class C Directors)

Name, Address, Age

and Position(s)

with Company(1)

 

Term of Office

and Length of

Time Served(2)

 Principal Occupation(s) During Past Five Years    

Number of

Companies in

Fund Complex

Overseen by

Director

 

Other Public
Directorships

Directorships

Held by Director

During the Past

Five Years†

Stephen T. Burdumy

Age: 61

Director

 Since 2014

Stephen T. Burdumy is the executive vice president, chief operating officer and chief financial officer of Transformative Pharmaceutical Solutions, and has also served as of counsel at the law firm of Drinker Biddle & Reath LLP (“Drinker Biddle”) since April 2016. Prior to that he served as a partner at Drinker Biddle since January 2002. Prior to joining Drinker Biddle, Mr. Burdumy was an attorney at Klehr Harrison Harvey Branzburg LLP (“Klehr Harrison”) from 1982 to 2002, including as a partner from 1988 to 2002. Mr. Burdumy was a member of the board of directors of the Philadelphia Alliance for Capital and Technologies from June 2010 to July 2012. Mr. Burdumy received a B.S.F.S. in International Economics with a concentration in International Finance and Commerce, cum laude, from Georgetown University, and a J.D. from the University of San Francisco Law School.

Mr. Burdumy has extensive experience in corporate and securities law matters and has represented various public companies, privately-held businesses and private equity, venture capital and hedge funds, as well as investment managers, emerging companies and entrepreneurs. This experience has provided Mr. Burdumy with experience and insight which is beneficial to the Company.

   One

Richard I. Goldstein

Age: 57

Director

Since 2015

Richard Goldstein is managing director of Liberty Associated Partners, LP (“LAP”) since 2000 and Associated Partners, LP (“AP”) since 2006, both investment funds that make private and public market investments in communications, media, Internet and energy companies. Prior to joining LAP and AP, Mr. Goldstein was vice president of The Associated Group, Inc. (“AGI”), a multi-billion dollar publicly traded owner and operator of communications-related businesses and assets. While at AGI, he assisted in establishing Teligent, Inc., of which he was a director, and was responsible for operating AGI’s cellular telephone operations. Mr. Goldstein is currently a member of the board of directors of Ubicquia LLC. He is a member of the board of trustees of The Shipley School and has counseled many early stage companies.

Mr. Goldstein serves as a member of the board of trustees of FS Energy and Power Fund.

Mr. Goldstein received a Bachelor of Science in Business and Economics from Carnegie Mellon University and received training at the Massachusetts Institute of Technology in Management Information Systems.

Mr. Goldstein has extensive experience as a senior executive and in negotiating investment transactions in a variety of industries. This experience has provided Mr. Goldstein with experience and insight which is beneficial to the Company.

OneFS Energy and Power Fund

15

INDEPENDENT DIRECTORS

Name, Address, Age
and Position(s)

with Company(1)

Term of Office
and Length of
Time Served(2)		Principal Occupation(s) During Past Five YearsNumber of
Companies in
Fund Complex
Overseen by
Director

Other Public
Directorships

Held by Director
During the Past

Five Years†

Jerel A. Hopkins

Age: 47

 

Director

 SinceClass B Director; Term expires in 2022; Director since 2013 

Jerel A. Hopkins has served as Vice President and Associate General Counsel of Delaware Management Holdings, Inc., a diversified asset management firm and an affiliate of Macquarie, Group Limited, since November 2004. Prior to joining Delaware Management Holdings, Inc., Mr. Hopkins served as an attorney in the corporate and securities department of the law firm Klehr Harrison from January 2000 to November 2004. Mr. Hopkins served as counsel in the division of enforcement and litigation of the Pennsylvania Securities Commission from August 1997 to December 1999 and as lead counsel of the internet fraud unit from January 1999 to December 1999. In addition, Mr. Hopkins served as special counsel on behalf of the Pennsylvania Securities Commission to the North American Securities Administrators Association, Inc. from January 1999 to December 1999. Mr. Hopkins has also served on the board of trustees of the Philadelphia College of Osteopathic Medicine since February 2012 and on the board of directors of Delaware Management Trust Company since July 2008.2012. Mr. Hopkins received his B.S. from the Wharton School of the University of Pennsylvania and his J.D. from Villanova University School of Law.

 

Mr. Hopkins has significant experience in corporate and securities law matters and has served as a member of a number of boards. This experience has provided Mr. Hopkins, in the opinion of the Board, with experience and insight which is beneficial to the Company.

   OneTwoNone

15

INDEPENDENT DIRECTORS

(other than Nominees for Class C Directors)

  

Name, Address, Age

and Position(s)

with Company(1)

Term of Office

and Length of

Time Served(2)

Principal Occupation(s) During Past Five Years

Number of

Companies in

Fund Complex

Overseen by

Director

Other Public

Directorships

Held by Director

During the Past

Five Years†

Osagie Imasogie

Age: 58

Director

Class A Director; Term expires in 2021; Director since 2019

Osagie Imasogie has over 30 years of experience in the field of law, finance, business management, healthcare and the pharmaceutical industry. He is aco-founder and the Senior Managing Partner of PIPV Capital, a Private Equity Firm that is focused on the Life Sciences vertical. Prior toco-founding PIPV Capital, Mr. Imasogie conceptualized and established GlaxoSmithKline Ventures and was its founding Vice President. Mr. Imasogie has held senior commercial and R&D positions within pharmaceutical companies such as GSK, SmithKline, DuPont Merck and Endo, where he was the founding General Counsel and SVP for Corporate Development. Mr. Imasogie has also been a Price Waterhouse Corporate Finance Partner as well as a practicing attorney with a leading US law firm.

Mr. Imasogie is a serial entrepreneur and investor. He serves as Chairman and Founder of iLera Healthcare and was also the Founder and Chairman of Iroko Pharmaceuticals, Ception Therapeutics Inc. and Trigenesis Therapeutics Inc. In addition, he serves on the Board of a number of financial institutions such as Haverford Trust and StoneRidge Investment. Mr. Imasogie is a Trustee of the University of Pennsylvania and also a member of the Board of Overseers of the University of Pennsylvania Law School, where he is an Adjunct Professor of Law. Mr. Imasogie also serves on the Board of the Philadelphia Orchestra and the Philadelphia Museum of Art. Mr. Imasogie holds post-graduate degrees from the University of Pennsylvania Law School and the London School of Economics.

Mr. Imasogie has served in a senior executive capacity at various companies, as well as a member of various boards. His extensive service at various companies has provided him, in the opinion of the Board, with insight which is beneficial to the Company.

TwoNone

 

16

INDEPENDENT

INTERESTED DIRECTORS

(other than Nominees for Class C Directors)

Name, Address, Age
and Position(s)

with Company(1)

 Term of Office
and Length of
Time Served(2)		 Principal Occupation(s) During Past Five Years    Number of
Companies in
Fund Complex
Overseen by
Director		 

Other Public
Directorships

Held by Director
During the Past

Five Years†

Robert E. Keith, Jr.

Age: 76

Director

 Since 2012

Robert E. Keith, Jr. is a managing director of TL Ventures, a venture capital firm that Mr. Keithco-founded in 1988. Prior to founding TL Ventures, Mr. Keith enjoyed a22-year career at Fidelity Bank in Philadelphia, a leading regional commercial financial institution, where he last served as vice-chairman responsible for most of the bank’s commercial lending andnon-banking subsidiaries. During his tenure at Fidelity Bank, Mr. Keith oversaw significant growth and market expansion as well as entry into new service markets such as investment banking. Mr. Keith has served on the boards of directors of numerous public and private companies, including Noble Biomaterials Inc., where he has served since 2007. He previously served as a director and a member of the audit and compensation committees of Square 1 Financial, Inc. from 2009 to 2014. He also serves on the boards of numerous charitable organizations and trade associations, including serving from 2000 until 2015 on the board of The Reinvestment Fund, a $1.5 billionnot-for-profit community investment institution, and from 2000 to 2015 on the board of Ben Franklin Technology Partners of Southeastern Pennsylvania, an independentnot-for-profit economic development organization supporting technology-based enterprises. Mr. Keith has previously served on the board of directors of numerous companies, including Actua Corporation (formerly ICG Group, Inc.), a publicly traded venture capital firm, from 1996 to February 2010 and Safeguard Scientifics, Inc. from 1996 to August 2009. For his contributions in the venture capital field, Mr. Keith was awarded the Blair Thompson award for lifetime achievement in venture capital by the Greater Philadelphia Venture Capital Group in 1999. Mr. Keith is a graduate of Amherst College and Temple University School of Law.

Mr. Keith’s extensive experience in the finance and venture capital industries provide him with attributes that are beneficial to the Company. The Board also noted his experience as a member of the board of directors of various public and private companies and community organizations.

   One

Square 1

Financial

17

INDEPENDENT DIRECTORS

Todd C. BuilioneName, Address, Age
and Position(s)

with Company(1)(3)

Term of Office
and Length of
Time Served(2)		Principal Occupation(s) During Past Five YearsNumber of
Companies in
Fund Complex
Overseen by
Director

Other Public
Directorships

Held by Director
During the Past

Five Years†

Paul Mendelson

Age: 7245

 

President and Director

 Since 2012

Paul Mendelson served as the chief financial officer of Lincoln Investment Planning, Inc., a broker-dealer and registered investment adviser (“Lincoln Investment”), from 1994 until February 2011 and currently serves as a senior advisor for business development for Lincoln Investment. As chief financial officer, Mr. Mendelson was responsible for all financial reporting, controls, planning and regulatory issues. His activities also included acquisitions, consulting with independent branch offices and negotiating contracts, and, as a member of the executive committee, he participatedClass B Director; Term expires in strategic planning. Mr. Mendelson has also been a member of the Board of Managers of Lincoln Investment Capital Holdings, LLC (the owner of Lincoln Investment)2022; Director since November 2015. Mr. Mendelson previously served as a member of the board of directors of FS Investment Corporation from November 2008 through March 2015, and also served as a member of FS Investment Corporation’s audit committee and valuation committee. Mr. Mendelson previously served as a member of the board of trustees of FS Energy and Power Fund from September 2010 through March 2012, as well as a member of FS Energy and Power Fund’s audit committee and chairman of its valuation committee from May 2011 through March 2012. From 1996 to 1999, Mr. Mendelson also led the technology and operations divisions of Lincoln Investment. Prior to joining Lincoln Investment in 1994, Mr. Mendelson spent 20 years in various positions, including controller, chief financial officer, vice president, president and trustee for a group of commonly-owned, privately-held businesses, in industries including manufacturing, retail, service and real estate.

In addition, Mr. Mendelson spent two years with Arthur Andersen and Company, an international public accounting firm. Mr. Mendelson received a B.S. degree in Accounting from Lehigh University and an M.B.A. degree from the Wharton School of the University of Pennsylvania. He is a member of the American Institute of Certified Public Accountants and holds a Series 27 Securities License.

Mr. Mendelson has extensive experience concerning financial reporting, controls, planning and regulatory issues by virtue of his previous position as chief financial officer of a broker-dealer and registered investment adviser and various other positions he held during the twenty years prior thereto. In addition, the Board considered his B.S. degree in accounting and his M.B.A. to be beneficial to the Company.

OneNone

18

INDEPENDENT DIRECTORS

Name, Address, Age
and Position(s)

with Company(1)

Term of Office
and Length of
Time Served(2)		Principal Occupation(s) During Past Five YearsNumber of
Companies in
Fund Complex
Overseen by
Director

Other Public
Directorships

Held by Director
During the Past

Five Years†

John E. Stuart

Age: 74

Lead Independent
Director

Since 2012

John E. Stuart is the managing partner of Strategic Business Options, LLC, a strategic consulting firm that he founded in January 2011. Mr. Stuart previously served as the chief executive officer of ConvergeOne, a leading independent integrator of communications, collaboration and customer interaction solutions for businesses in the United States, from 2003 through May 2009, where he was responsible for managing all aspects of the business. From 1999 to 2000, he was chief executive officer of StorNet, a nationwide value-added systems integrator. He previously was chairman and chief executive officer of IKON Office Solutions, a provider of office products, from 1985 to 1998. Mr. Stuart also serves as a member of the board of directors and lead independent director of FS Investment Corporation IV and as a member of the board of directors of Altura Communications, a leading provider of communications applications, equipment and services for voice and data networking solutions, a position he has held since June 2011. Mr. Stuart served from 1996 to 2004 as a member of the board of directors and as chairman of the audit committee of Foster Wheeler, Inc., a global engineering and construction contractor and power equipment supplier. From March 2009 through August 2009, he served as chairman of the board of LifeCare Gateway, a consulting firm that provides financial advisors with a practice management program that addresses their clients’ life care needs. Mr. Stuart received both an undergraduate degree in business and a Masters in Business Administration from Pace University’s Lubin School of Business.

Mr. Stuart has significant experience as an entrepreneur and senior executive at public and private organizations. Mr. Stuart also has extensive experience in corporate finance, financial reporting and accounting and controls. This experience has provided Mr. Stuart with experience and insight which is beneficial to the Company.

Two

19

INDEPENDENT DIRECTORS

Name, Address, Age
and Position(s)

with Company(1)

Term of Office
and Length of
Time Served(2)		Principal Occupation(s) During Past Five YearsNumber of
Companies in
Fund Complex
Overseen by
Director

Other Public
Directorships

Held by Director
During the Past

Five Years†

Scott J. Tarte

Age: 56

Director

Since 2012

Scott J. Tarte has been the chief executive officer of Sparks Marketing Group, Inc. (“Sparks”), since 2001, when he and other investors purchased a controlling interest in Sparks, which at the time was a publicly-traded company. Mr. Tarte was later involved in taking Sparks private in 2005. Sparks manages all aspects of experiential marketing for Fortune 1000 companies, and designs and manufactures store fixtures for leading retail companies. Since July 2010, Mr. Tarte has been a managing director of Gabriel Investments, an early stage venture capital fund focused on investments within the Philadelphia entrepreneurial community. Mr. Tarte also serves on the board of trustees of FS Series Trust. Prior to 2001, Mr. Tarte was chief operating officer of Travel One, a single office New Jersey-based travel agency which he helped grow into the sixth largest corporate travel management company in the United States, with revenues of $900 million and a staff of 1,400 employees. In 1999, Mr. Tarte and his partners sold Travel One to American Express, where Mr. Tarte stayed on for two years to create a $3 billion travel management division within American Express. Mr. Tarte currently serves as a director of Sidecar, an automated online marketing platform fore-commerce companies, a position he has held since January 2011. He previously served as a director of First Priority Bank, a position he held from 2006 through December 2008. Mr. Tarte has an undergraduate degree from the University of Pennsylvania and a law degree from Fordham University.

Mr. Tarte has served in a senior executive capacity at various companies, as well as a member of various boards. His extensive service at various companies has provided him with experience and insight which is beneficial to the Company.

OneFS Series Trust

20

INTERESTED DIRECTORS(3)

Name, Address, Age
and Position(s)

with Company(1)

Term of Office
and Length of
Time Served(2)		Principal Occupation(s) During Past Five YearsNumber of
Companies in
Fund Complex
Overseen by
Director

Other Public
Directorships

Held by Director
During the Past

Five Years†

Michael C. Forman

Age: 57

Chairman of the Board
and Chief Executive
Officer

Since 2011

Michael C. Forman is chairman and chief executive officer of FS Investments and has been leading the Company since its inception. He has served as the chairman and chief executive officer of the Advisor since its inception. Mr. Forman also currently serves as chairman, president and/or chief executive officer of certain of the other business development companies (“BDC”) in the Fund Complex and the other funds sponsored by FS Investments. Prior to founding FS Investments, Mr. Forman founded a private equity and real estate investment firm. He started his career as an attorney in the Corporate and Securities Department at the Philadelphia based law firm of Klehr Harrison Harvey Branzburg LLP. In addition to his career as an attorney and investor, Mr. Forman has been an active entrepreneur and has founded several companies, including companies engaged in the gaming, specialty finance and asset management industries. Mr. Forman is a member of a number of civic and charitable boards, including The Franklin Institute, Drexel University and the Philadelphia Center City District Foundation. He is also Chairman of Vetri Community Partnership. Mr. Forman received his B.A., summa cum laude, from the University of Rhode Island, where he was elected Phi Beta Kappa, and received his J.D. from Rutgers University.

Mr. Forman has extensive experience in corporate and securities law and has founded and served in a leadership role of various companies, including the Advisor. Mr. Forman’s experience and his positions as the Company’s and the Advisor’s chief executive officer make him a significant asset to the Company.

FourFS Energy and Power Fund; FS Global Credit Opportunities Fund; FS Credit Real Estate Income Trust; FS Credit Income Fund; FS Energy Total Return Fund; FS Series Trust; FS Multi-Alternative Income Fund

21

INTERESTED DIRECTORS(3)

Name, Address, Age
and Position(s)

with Company(1)

Term of Office
and Length of
Time Served(2)		Principal Occupation(s) During Past Five YearsNumber of
Companies in
Fund Complex
Overseen by
Director

Other Public
Directorships

Held by Director
During the Past

Five Years†

Todd Builione

Age: 44

President

Since 2018 

Todd C. Builione serves as the Advisor’s president and, from 2018 through October 2019, served as the Company’s president, the president of the other BDCspresident. Mr. Builione joined KKR Credit Advisors US (LLC) (“KKR Credit”) in the Fund Complex2013 and is a member of the board of directors or board of trustees, as applicable, of the BDCs in the Fund Complex. Mr. Builione joined KKR in 2013Credit and is a Member of KKR and Presidentpresident of KKR Credit and Markets. Mr. Builione also serves on KKR’sKKR Credit’s Investment Management and Distribution Committee and its Risk and Operations Committee. Prior to joining KKR Credit, Mr. Builione spent nine years at Highbridge Capital Management, serving as Presidentpresident of the firm, CEOchief executive officer of Highbridge’s Hedge Fund business and a member of the Investment and Risk Committees. Mr. Builione began his career at the Goldman Sachs Group, where he was predominantly focused on capital markets and mergers and acquisitions for financial institutions. He received a B.S., summa cum laude, Merrill Presidential Scholar, from Cornell University and a J.D., cum laude, from Harvard Law School. Mr. Builione serves on the board of directors of Marshall Wace, a liquid alternatives provider which formed a strategic partnership with KKR Credit in 2015. Mr. Builione also serves on the Advisory Council of Cornell University’s Dyson School of Applied Economics and Management, and on the board of directors of the Pingry School.

 

Mr. Builione has extensive experience and familiarity with the markets in which the Company primarily invests, along with significant knowledge and prior experience in the management of large businesses in the areas the Company operates in, and portfolio risk management and analytics. The Board believes Mr. Builione’s experience and his positionsposition as the Company’s and the Advisor’s president makemakes him a significant asset to the Company.

   SixTwo SixNone

 

†‡

Includes directorships held in (1) any investment company registered under the 1940 Act, (2) any company with a class of securities registered pursuant to Section 12 of the Exchange Act and (3) any company subject to the requirements of Section 15(d) of the Exchange Act, in each case, other than with respect to companies in the Fund Complex.

(1)

The address for each director and director nominee is c/o FS Investment CorporationKKR Capital Corp. II, 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112.

(2)

Directors serve for aone-year term until the next annual meetingexpiration of stockholderstheir respective term and until their successors arehis or her successor is duly elected and qualified.

(3)

“Interested person” of the Company as defined in Section 2(a)(19) of the 1940 Act. Messrs. Forman and Builione are each an “interested person” because of their affiliation with the Advisor.

22

Risk Oversight and Board Structure

Board’s Role in Risk Oversight

Through its direct oversight role, and indirectly through its committees, the Board performs a risk oversight function for the Company consisting of, among other things, the following activities: (1) at regular and special Board meetings, and on an ad hoc basis as needed, receiving and reviewing reports related to the performance and operations

17

of the Company; (2) reviewing and approving, as applicable, theits compliance policies and procedures ofprocedures; (3) meeting with the Company; (3) reviewingportfolio management team to review investment strategies, techniques and the processes used to manage related risks; (4) overseeing the Company’s investment valuation process through the Board’s Valuation Committeevia its valuation committee that operates pursuant to authority assigned to it by the Board; (5) meeting, with representatives of, or reviewing reports prepared by or with respect to,the representatives of key service providers, including the Company’s investment adviser, administrator, distributor, transfer agent, custodian and

independent registered public accounting firm, of the Company, to review and discuss the Company’s activities of the Company and to provide direction with respect thereto; (6) reviewing periodically, and at least annually, the Company’s fidelity bond, directors and officers, and errors and omissions insurance policies and such other insurance policies as may be appropriate; and (7) overseeing the Company’s accounting and financial reporting processes, including supervision of the Company’s independent registered public accounting firm to ensure that they provide timely analyses of significant financial reporting and internal control issues.issues; and (8) overseeing the services of the Company’s chief compliance officer to test its compliance procedures and its service providers.

The Board also performs its risk oversight responsibilities with the assistance of the Company’s Chief Compliance Officer.chief compliance officer. The Board receives a quarterly report from the Chief Compliance Officer,Company’s chief compliance officer, who reports on, among other things, the Company’s compliance with applicable securities laws and its internal compliance policies and procedures. In addition, the Company’s Chief Compliance Officerchief compliance officer prepares a written report annually evaluating, among other things, the adequacy and effectiveness of the compliance policies and procedures of the Company and certain of its service providers. The Chief Compliance OfficerCompany’s chief compliance officer’s report, which is reviewed by the Board, addresses at a minimum: (1) the operation and effectiveness of the compliance policies and procedures of the Company and certain of its service providers since the last report; (2) any material changes to such policies and procedures since the last report; (3) any recommendations for changes to such policies and procedures as a result of the Chief Compliance Officer’sCompany’s chief compliance officer’s annual review; and (4) any material compliance matters that have occurred since the date of the last report about which the Board would reasonably need to know to oversee the Company’s compliance activities and risks. The Chief Compliance OfficerCompany’s chief compliance officer also meets separately in executive session with the Independent Directorsindependent directors of the Company at least once each year. In addition to compliance reports from the Company’s Chief Compliance Officer,chief compliance officer, the Board also receives reports and updates from legal counsel to the Company regarding legal, regulatory compliance and governance matters.

Board Composition and Leadership Structure

Mr. Forman, who is an “interested���interested person” of the Company as defined in Section 2(a)(19) of the 1940 Act, serves as both the Chief Executive Officerchief executive officer of the Company and Chairmanchairman of the Board. The Board believes that Mr. Forman, asco-founder and Chief Executive Officerchief executive officer of the Company, is the director with the most knowledge of the Company’s business strategy and is best situated to serve as Chairmanchairman of the Board. The Charter,Company’s charter, as well as regulations governing BDCsbusiness development companies (“BDCs”) generally, requires that a majority of the Board be persons other than “interested persons” of the Company, as defined in Section 2(a)(19) of the 1940 Act.

While the Company currently does not have a policy mandating a lead Independent Director,independent director, the Board believes that having an Independent Directorindependent director fill the lead director role is appropriate. On May 5, 2016, the Board appointed Mr. StuartHagan currently serves as lead Independent Director.independent director. The lead Independent Director,independent director, among other things, works with the Chairmanchairman of the Board in the preparation of the agenda for each Board meeting and in determining the need for special meetings of the Board, chairs any meeting of the Independent Directorsindependent directors in executive session, facilitates communications between other members of the Board and the Chairmanchairman of the Board and/or the Chief Executive Officerchief executive officer and otherwise consults with the Chairmanchairman of the Board and/or the Chief Executive Officerchief executive officer on matters relating to corporate governance and Board performance.

The Board has concluded that its structure is appropriate given the current size and complexity of the Company and the extensive regulation to which the Company is subject as a BDC.

 

2318

Board Meetings and Attendance

On March 14, 2019, Joseph P. Ujobai resigned from the Board. On July 8, 2019, the Board appointed Osagie Imasogie as a new independent member of the Board. On October 30, 2019, the Board appointed Elizabeth Sandler as a new independent member of the Board. On November 26, 2019, Frederick Arnold resigned from the Board.

The Board met twenty-eight14 times during the fiscal year ended December 31, 2017,2019, including four regular quarterly meetings. EachDuring the fiscal year ended December 31, 2019, each director attended at least 75% of the aggregate of all meetings of the Board toand Board committees on which they were invitedhe or she served (held during 2017.the period that such director served). The Company does not have a formal policy regarding director attendance at an annual meeting of stockholders. None of the directors then in office attended the Company’s 20172019 annual meeting of stockholders.

Committees of the Board of Directors

The Board has established three standing committees of the Board, which consist of an Audit Committee, a Valuation Committee and a Nominating and Corporate Governance Committee. The Board has not established a standing compensation committee because the executive officers of the Company do not receive any direct compensation from the Company. The Board, as a whole, participates in the consideration of director compensation and decisions on director compensation are based on, among other things, a review of data of comparable BDCs. The Board may also engage compensation consultants fromtime-to-time, following consideration of certain factors related to such consultants’ independence.

Audit Committee

The Board has established an Audit Committee that operates pursuant to a charter and consists of three members, including a Chairman of the Audit Committee. The Audit Committee members are Messrs. Keith, MendelsonFord (Chairman), Kropp and Stuart, each an Independent Director.Imasogie, all of whom are independent. The Board has determined that Messrs. MendelsonFord and StuartKropp are “audit committee financial experts” as defined by Item 407(d)(5)(ii) of RegulationS-K promulgated under the Exchange Act. The primary function of the Audit Committee is to oversee the integrity of the Company’s accounting policies, financial reporting process and system of internal controls regarding finance and accounting policies. The Audit Committee is responsible for selecting, engaging and discharging the Company’s independent accountants, reviewing the plans, scope and results of the audit engagement with the Company’s independent accountants, approving professional services provided by the Company’s independent accountants (including compensation therefor), and reviewing the independence of the Company’s independent accountants. The Audit Committee held six13 meetings during 2017. Each member of the Audit Committee attended all of the meetings held during 2017, with the exception of Mr. Keith.fiscal year ended December 31, 2019. The Audit Committee charter can be accessed via the Company’s website atwww.fsinvestments.com/support/articles/corporate-governance-fsiciicorporate-governance-fskii.

Valuation Committee

The Board has established a Valuation Committee that operates pursuant to a charter and the authority assigned to it by the Board and consists of fourfive members, including a Chairman of the Valuation Committee. The Valuation Committee members are Ms. Adams and Messrs. Kropp (Chairman), Hopkins, Goldstein Mendelson and Tarte (Chairman).Imasogie, all of whom are independent. The primary function of the Valuation Committee is to establish guidelines and make recommendations to the Board on matters relating to the valuation of the Company’s investments. The Valuation Committee held fourseven meetings during 2017. Each member of the Valuation Committee attended all of the meetings held during 2017.fiscal year ended December 31, 2019.

Nominating and Corporate Governance Committee

The Board has established a Nominating and Corporate Governance Committee that operates pursuant to a charter and consists of twothree members, including a Chairman of the Nominating and Corporate Governance

19

Committee. The Nominating and Corporate Governance Committee members are Messrs. KeithHarrow (Chairman), Hagan and Stuart.Hopkins, all of whom are independent. The primary function of the Nominating and Corporate Governance Committee is to consider and make recommendations to the Board regarding certain governance matters, including selection of directors for election by stockholders, selection of director nominees to fill vacancies on the Board or a committee thereof, development and revision, as appropriate, of applicable corporate governance documentation and practices and oversight of the evaluation of the Board. The Nominating and Corporate Governance Committee held threefive meetings during 2017. Mr. Stuart attended all of the meetings held during 2017 and Mr. Keith attended 67% of the meetings to which he was invited.fiscal year ended December 31, 2019.

24

When nominating director candidates, the Nominating and Corporate Governance Committee takes into consideration such factors as it deems appropriate in accordance with its charter. Among the qualifications considered in the selection of candidates, the Nominating and Corporate Governance Committee considers the following attributes and criteria of candidates: experience, including experience with investment companies and other organizations of comparable purpose, skills, expertise, diversity, including diversity of gender, race and national origin, personal and professional integrity, time availability in light of other commitments, conflicts of interest and such other relevant factors that the Nominating and Corporate Governance Committee considers appropriate in the context of the needs of the Board, including, when applicable, to enhance the ability of the Board or committees of the Board to fulfill their duties and/or to satisfy any independence or other applicable requirements imposed by law, rule, regulation or listing standard including, but not limited to, the 1940 Act and rules promulgated by the SEC. Each of the director nominees was approved by the members of the Nominating and Corporate Governance Committee and the entire Board.

The Nominating and Corporate Governance Committee considers candidates suggested by its members and other Board members, as well as the Company’s management and stockholders. A Company stockholder who wishes to recommend a prospective nominee for the Board must provide notice to the Secretary of the Company in accordance with the requirements set forth in the Company’s Third Amended and Restated Bylaws, which are described in greater detail under the heading “Submission of Stockholder Proposals.” Nominees for director who are recommended by stockholders will be evaluated in the same manner as any other nominee for director. The Nominating and Corporate Governance Committee charter can be accessed via the Company’s website atwww.fsinvestments.com/support/articles/corporate-governance-fsiciicorporate-governance-fskii.

Communications Between Interested Parties and the Board

The Board welcomes communications from interested parties. Interested parties may send communications to the Board or to any particular director to the following address: c/o FS Investment CorporationKKR Capital Corp. II, 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112. Interested parties should indicate clearly the director or directors to whom the communication is being sent so that each communication may be forwarded directly to the appropriate director(s).

 

2520

Information about Executive Officers Who Are Not Directors

The following table sets forth certain information regarding the executive officers of the Company who are not directors of the Company. Each executive officer holds his office until his successor is chosen and qualified, or until his earlier resignation or removal.

 

Name, Address and

Age(1)

 

Position(s) with

Company(1)

 

Length of

Time Served

 Principal Occupation(s) During Past Five Years

William GoebelBrian Gerson

Age: 52

Co-PresidentSince 2019Brian Gerson has served as theCo-President of the Company since October 2019. He joined FS Investments in November 2017 as its Head of Private Credit and has more than 20 years of experience in investing and corporation lending, with specific expertise in lending through BDCs. Mr. Gerson has served on the Advisor’s investment committee since April 2018. Prior to joining FS Investments, he most recently served as Group Head and Managing Director at LStar Capital, the credit affiliate of Lone Star Funds, from April 2015 to November 2017. At LStar, Mr. Gerson developed and maintained deep relationships with the financial sponsor community and middle market intermediaries while significantly expanding LStar’s corporate credit business. Prior to joining LStar, Mr. Gerson was a founding member of Solar Capital Partners, which serves as investment adviser to two yield-oriented BDCs. At Solar Capital, he spent seven years from January 2007 to September 2014 in various credit, origination, management, and business development roles, most recently serving as Executive Vice President of Solar Capital Limited. Prior to joining Solar Capital, Mr. Gerson spent 12 years in various positions, including Managing Director at CIBC World Markets in its Leveraged Finance and Financial Sponsors Group. Mr. Gerson graduated summa cum laude and Phi Beta Kappa from Tufts University where he earned a Bachelor of Arts in Mathematics.

Daniel Pietrzak

Age: 44

 

Co-President,Chief Financial

Investment Officer Treasurer

 Since 2016; 2011-20142018 Daniel Pietrzakhas served as the Chief Investment Officer of the Company since April 2018 and theCo-President since October 2019. Mr. Pietrzak joined KKR Credit in 2016 and is a Member of KKR Credit and theCo-Head of Private Credit. Mr. Pietrzak is a portfolio manager for KKR Credit’s private credit funds and portfolios and a member of the Global Private Credit Investment Committee, Europe Direct Lending Investment Committee and KKR Credit Portfolio Management Committee. Prior to joining KKR Credit, Mr. Pietrzak was a Managing Director and theCo-Head of Deutsche Bank’s Structured Finance business across the Americas and Europe. Previously, Mr. Pietrzak was based in New York and held various roles in the structured finance and credit businesses of Société Générale and CIBC World Markets. Mr. Pietrzak started his career at PricewaterhouseCoopers in New York and is a Certified Public Accountant. Mr. Pietrzak holds an M.B.A. in Finance from The Wharton School of the University of Pennsylvania and a B.S. in Accounting from Lehigh University.

Steven Lilly

Age: 50

Chief Financial OfficerSince 2019Steven Lillyhas served as the Chief Financial Officer of the Company since November 2019 and also serves as Chief Financial Officer of FSK. He joined FS Investments in October 2019 as a Managing Director. Mr. Lilly has a wealth of experience in the BDC space and most recently served as Chief Financial Officer and Secretary of Triangle Capital Corporation (“Triangle”), and as a member of its Board of Directors from 2006 and as its Chief Compliance Officer from 2007, prior to Triangle’s sale to Benefit Street Partners and Barings, LLC in 2018. From 2005 to 2006, Mr. Lilly served as Chief Financial Officer of Triangle Capital Partners, LLC. At Triangle, he built the company’s financial and operating infrastructure, oversaw listings on the Nasdaq and New York Stock Exchange in 2007 and 2010, respectively, and led all corporate M&A and strategic processes. Prior to joining Triangle, Mr. Lilly spent seven years as Senior Vice President of Finance & Treasurer at SpectraSite Communications, a publicly traded wireless tower company, which was sold to American Tower Corporation in 2005. He began his career in the media and communications capital markets group at First Union, now part of Wells Fargo. Mr. Lilly earned a B.A. in History from Davidson College and completed the Executive Education Program at University of North Carolina at Chapel Hill. He currently serves on the board of trustees of UNC/Rex Healthcare, Episcopal High School, Saint Mary’s School, and Historic Oakwood Cemetery in Raleigh, NC. He is also a Director at America First Multifamily Investors, LP, a publicly traded mortgage REIT, where he serves as Chairman of the Audit Committee.

21

Name, Address and

Age(1)

Position(s) with

Company

Length of

Time Served

Principal Occupation(s) During Past Five Years

Stephen S. Sypherd

Age: 42

Secretary, General CounselSince 2013Stephen S. Sypherd has served as the Secretary of the Company since January 2013 and as the General Counsel since April 2018. He previously served as the Company’s Vice President and Treasurer. Mr. Sypherd also currently serves as the General Counsel and Secretary of FSK and as the General Counsel, Vice President, Treasurer and/or Secretary of the other funds sponsored by FS Investments. Mr. Sypherd has also served in various senior officer capacities for FS Investments and its affiliated investment advisers, including as senior vice president from December 2011 to August 2014, general counsel since January 2013 and managing director since August 2014. Prior to joining FS Investments, Mr. Sypherd served for eight years as an attorney at Skadden, Arps, Slate, Meagher & Flom LLP, where he practiced corporate and securities law. Mr. Sypherd received his B.A. in Economics from Villanova University and his J.D. from the Georgetown University Law Center, where he was an executive editor of the Georgetown Law Journal. He serves on the board of trustees of the University of the Arts (and on the advancement and governance committees of that board).

Drew O’Toole

Age: 31

Co-Chief Operating OfficerSince 2019Drew O’Toole has served as theCo-Chief Operating Officer of the Company since October 2019. He is a Managing Director of FS Investments, which he joined in April 2014. Previously, Mr. O’Toole was a Director of Corporate Strategy at FS Investments. His responsibilities were primarily focused on the design, analysis and implementation of key firm strategic initiatives. Prior to FS Investments, he worked in various roles at Cambridge Associates LLC, an institutional investment advisory and consulting firm. Mr. O’Toole graduated summa cum laude from the University of Pittsburgh with degrees in Finance and Business Management. He is also a CFA charterholder.

Ryan Wilson

Age: 42

Co-Chief Operating OfficerSince 2019Ryan Wilson has served as theCo-Chief Operating Officer of the Company since October 2019. He joined KKR Credit in 2006 and he is currently a Managing Director of KKR and the Chief Operating Officer of KKR Private Credit. Mr. Wilson served as CCT’s Chief Operating Officer prior to its merger with FSK and has held various roles across KKR Credit. Prior to joining KKR Credit, Mr. Wilson was with PricewaterhouseCoopers, serving a variety of clients across industries. Mr. Wilson holds a B.A. in Economics with honors from Wilfrid Laurier University and a MAcc in Accounting from the University of Waterloo. He also is a CFA charterholder, Chartered Professional Accountant and a Chartered Accountant.

William Goebel

Age: 45

Chief Accounting OfficerSince 2019William Goebel has served as the Company’s chief financial officerChief Accounting Officer since September 2016 and previouslyOctober 2019. Previously, Mr. Goebel served as the Company’s chief financial officerChief Financial Officer from September 2016 to October 2019 and as its Chief Financial Officer from July 2011 to September 2014. Mr. Goebel also serves as chief financial officerthe Chief Accounting Officer for FSK and as the Chief Financial Officer for certain of the other BDCs in the Fund Complex and certain other funds sponsored by FS Investments. Prior to joining FS Investments, Mr. Goebel held a senior manager audit position with Ernst & Young LLP in the firm’s asset management practice from 2003 to January 2011, where he was responsible for the audits of regulated investment companies, private investment partnerships, investment advisers and broker-dealers. Mr. Goebel began his career at a regional public accounting firm, Tait, Weller and Baker LLP in 1997. Mr. Goebel received a B.S. in Economics from the Wharton School of the University of Pennsylvania in 1997. He is a Certified Public Accountant and holds the CFA Institute’s Chartered Financial Analyst designation. Mr. Goebel serves on the board of directors of Philadelphia Reads (and serves as treasurer and chairs the audit committee of that board).
    

Daniel Pietrzak

Age: 43

Chief Investment OfficerSince 2018Daniel Pietrzak has served as the Company’s chief investment officer since April 2018. Mr. Pietrzak also currently serves as the chief investment officer of certain of the other BDCs in the Fund Complex. Mr. Pietrzak joined KKR Credit in 2016 and is a Member of KKR andthe Co-Head of Private Credit. Mr. Pietrzak is a portfolio manager for KKR Credit’s private credit funds and portfolios and a member of the Global Private Credit Investment Committee, Europe Direct Lending Investment Committee and KKR Credit Portfolio Management Committee. Prior to joining KKR, Mr. Pietrzak was a Managing Director andthe Co-Head of Deutsche Bank’s Structured Finance business across the Americas and Europe. Previously, Mr. Pietrzak was based in New York and held various roles in the structured finance and credit businesses of Société Générale and CIBC World Markets. Mr. Pietrzak started his career at Price Waterhouse in New York and is a Certified Public Accountant. Mr. Pietrzak holds an M.B.A. in Finance from The Wharton School of the University of Pennsylvania and a B.S. in Accounting from Lehigh University.

26

Name, Address and
Age		Position(s) with
Company(1)		Length of
Time Served		Principal Occupation(s) During Past Five Years

Stephen S. Sypherd

Age: 41

General Counsel, SecretarySince 2013Stephen S. Sypherd has served as the Company’s secretary since January 2013 and as the Company’s general counsel since April 2018. He previously served as the Company’s vice president and treasurer. Mr. Sypherd also currently serves as the general counsel, vice president, treasurer and/or secretary of certain of the other BDCs in the Fund Complex and the other funds sponsored by FS Investments. Mr. Sypherd has also served in various senior officer capacities for FS Investments and its affiliated investment advisers, including as senior vice president from December 2011 to August 2014, general counsel since January 2013 and managing director since August 2014. He is responsible for legal and compliance matters across all entities and investment products of FS Investments. Prior to joining FS Investments, Mr. Sypherd served for eight years as an attorney at Skadden, Arps, Slate, Meagher & Flom LLP, where he practiced corporate and securities law. Mr. Sypherd received his B.A. in Economics from Villanova University and his J.D. from the Georgetown University Law Center, where he was an executive editor of the Georgetown Law Journal. He serves on the board of trustees of the University of the Arts (and on the advancement and governance committees of that board).

James F. Volk

Age: 5556

 

Chief

Compliance

Officer

 Since 2015 James F. Volk has served as the Company’s chief compliance officerChief Compliance Officer of the Company since April 2015. Mr. Volk also serves as the chief compliance officer of certain of the other BDCs in the Fund ComplexFSK and the other funds sponsored by FS Investments. He is responsible for all compliance and regulatory issues affecting the Companyus and the foregoing companies. Before joining FS Investments and its affiliated investment advisers in October 2014, Mr. Volk was the chief compliance officer, chief accounting officer and head of traditional fund operations at SEI’s Investment Manager Services market unit. Mr. Volk was also formerly the assistant chief accountant at the SEC’s Division of Investment Management and a senior manager for PwC.PricewaterhouseCoopers. Mr. Volk graduated from the University of Delaware with a B.S. in Accounting.

Zachary Klehr

Age: 39

Executive Vice PresidentSince 2013Zachary Klehr has served as the Company’s executive vice president since January 2013. Mr. Klehr also currently serves as executive vice president of certain of the other BDCs in the Fund Complex and the other funds sponsored by FS Investments. Mr. Klehr has also served in various senior officer capacities for FS Investments and its affiliated investment advisers. In this role, he focuses on fund administration, portfolio management, fund operations, technology and client relations. Prior to joining FS Investments, Mr. Klehr served as a vice president at Versa Capital Management (“Versa”), a private equity firm with approximately $1 billion in assets under management, from July 2007 to February 2011. At Versa, he sourced, underwrote, negotiated, structured and managed investments in middle market distressed companies, special situations and distressed debt. Prior to Versa, Mr. Klehr spent five years at Goldman, Sachs & Co., starting as an analyst in the Investment Banking Division, then in the executive office working on firm-wide strategy covering hedge funds and other complex multi-faceted clients of the firm. Later, he joined the Financial Sponsors Group as an associate where he focused on leveraged buyouts, acquisitions and equity and debt financings for private equity clients. Mr. Klehr received his M.B.A., with honors, from the Wharton School of the University of Pennsylvania and his B.A., cum laude, also from the University of Pennsylvania. He is active in his community and served on the board of trustees of The Philadelphia School where he was a member of the executive, governance, advancement, finance and investment committees.

 

2722

 

(1)

The address for each executive officer is c/o FS Investment CorporationKKR Capital Corp. II, 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112.

Code of Business Conduct and Ethics

The Company has adopted a code of business conduct and ethics (as amended and restated, the “Code of Business Conduct and Ethics”) pursuant to Rule17j-1 promulgated under the 1940 Act, which applies to, among others, its officers, including its Chief Executive Officer and its Chief Financial Officer, as well as the members of the Board. The Company’s Code of Business Conduct and Ethics can be accessed via the Company’s website at www.fsinvestments.com/support/articles/corporate-governance-fsiciicorporate-governance-fskii.. In addition, the Code of Business Conduct and Ethics is available on the EDGAR Database on the SEC’s Internet site at www.sec.gov. Stockholders may also obtain a copy of the Code of Business Conduct and Ethics, after paying a duplicating fee, by electronic request at the followinge-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section at 100 F Street, N.E., Washington, D.C. 20549. The Company intends to disclose any amendments to or waivers of required provisions of the Code of Business Conduct and Ethics on Form8-K, as required by the Exchange Act and the rules and regulations promulgated thereunder.

Practice and Policies Regarding Personal Trading and Hedging of Company Equity

The Company has also established a policy designed to prohibit our officers, directors, and certain employees of the Advisor from purchasing or selling shares of the Company while in possession of material nonpublic information, or otherwise using such information for their personal benefit or in any manner that would violate applicable laws and regulations. The policy also prohibits all directors and officers from engaging in hedging or monetization transactions or similar arrangements with respect to the Company’s securities without prior approval of the Company’s chief compliance officer.

Compensation Discussion and Analysis

The Company’s executive officers do not receive any direct compensation from the Company. The Company does not currently have any employees and does not expect to have any employees. As an externally managed BDC, services necessary for the Company’s business are provided by individuals who are employees of the Advisor or its affiliates or by individuals who wereare contracted by the Company,Advisor, the AdvisorCompany or their respective affiliates to work on behalf of the Company pursuant to the terms of the investment advisory and administrative services agreementInvestment Advisory Agreement, dated December 18, 2019 (the “Investment Advisory Agreement”), between the Company and the Advisor and that certain Administration Agreement, dated April 9, 2018December 18, 2019 (the “FS/KKR Advisor investment advisory“Administration Agreement”), between the Company and administrative services agreement”).the Advisor. Each of the Company’s executive officers is an employee of the Advisor or its affiliates or an outside contractor, and thethe day-to-day investment operations and administration of the Company’s portfolio are managed by the Advisor. In addition, the Company will reimburse the Advisor for the Company’sits allocable portion of expenses incurred by the Advisor in performing its obligations under the FS/KKRInvestment Advisory Agreement and the Administration Agreement.

The Investment Advisory Agreement and the Administration Agreement provide that the Advisor investment advisory(and its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons and administrative services agreement. Historically,any other person or entity affiliated with, or acting on behalf of, the Advisor) shall be entitled to indemnification (including reasonable attorneys’ fees and amounts reasonably paid in settlement) for any liability or loss suffered by the Advisor, and the Advisor shall be held harmless for any loss or liability suffered by the Company, reimbursed FSIC IIarising out of the performance of any of its duties or obligations under the Investment Advisory Agreement or the Administration Agreement, respectively, or otherwise as the Company’s investment adviser or administrator, respectively; provided, however, that the Advisor LLC (“FSIC II Advisor”), pursuant to an investment advisorycannot be indemnified for any liability arising out of willful misfeasance, bad faith, or negligence in the performance of the Advisor’s duties or by reason of the reckless disregard of the Advisor’s duties and administrative services agreement betweenobligations under the Company and FSIC II Advisor, dated February 8, 2012 (the “FSIC II Advisor investment advisory and administrative services agreement”). The FSIC II Advisor investment advisory and administrative services agreement was replaced byInvestment Advisory Agreement or the FS/KKR Advisor investment advisory and administrative services agreement.Administration Agreement, as applicable.

23

Director Compensation

The Company does not pay compensation to its directors who also serve in an executive officer capacity for the Company or the Advisor.

Directors The Company’s directors who do not also serve in an executive officer capacity for the Company or the Advisor are entitled to receive annual cash retainer fees fees for participating in quarterly Board and Board committee meetings and certain other Board and Board committee meetings and annual fees for serving as a committee chairperson. These directors are Ms.Mmes. Adams and Sandler and Messrs. Burdumy,Ford, Goldstein, Hagan, Harrow, Hopkins, Keith, Mendelson, StuartKropp and Tarte.Imasogie. Mr. Hagan also receives an annual retainer for his service as lead independent director.

28

Amounts payable under these fee arrangements for the director fees arrangementCompany are determined and paid quarterly in arrears as follows:set forth below and are shared pro rata by the Fund Complex based on assets under management.

 

Fee

  Amount 
  Amount 

Annual Board Retainer

  $100,000   $160,000 

Annual Lead Independent Director Retainer

  $25,000   $30,000 

Board Meeting Fees

  $2,500 

Annual Committee Chair Retainers:

  

Annual Committee Chair Retainers

  

Audit Committee

  $20,000   $25,000 

Valuation Committee

  $20,000   $25,000 

Nominating and Corporate Governance Committee

  $15,000   $15,000 

Committee Meeting Fees

  $1,000 

The Company will also reimburse each of the above directors for all reasonable and authorized business expenses in accordance with its policies as in effect from time to time, including reimbursement of reasonableout-of-pocket expenses incurred in connection with attending eachin-person Board meeting and eachin-person Board committee meeting not held concurrently with a Board meeting.

The table below sets forth the compensation received by each current and former director from (i) the Company and (ii) all of the companies in the Fund Complex, including the Company, and FS Investment Corporation III (“FSIC III”), FS Investment Corporation IV (“FSIC IV”) and CCT II in the aggregate, in each case, for service during the fiscal year ended December 31, 2017:2019. Our directors do not receive any retirement benefits from us.

 

Name of Director

  Fees Earned
or Paid in
Cash
by the Company		   Total Compensation
from the
Company		   Total
Compensation
from the
Fund
Complex		 

David J. Adelman(1)

   —      —      —   

Todd Builione(1)

   —      —      —   

Barbara Adams

  $119,000   $119,000   $119,000 

Stephen T. Burdumy

  $115,000   $115,000   $115,000 

Michael C. Forman

   —      —      —   

Richard I. Goldstein

  $119,000   $119,000   $119,000 

Michael J. Heller(1)

  $136,000   $136,000   $374,000 

Jerel A. Hopkins

  $115,000   $115,000   $115,000 

Robert E. Keith, Jr.

  $122,000   $122,000   $122,000 

Paul Mendelson

  $144,000   $144,000   $144,000 

John E. Stuart

  $148,000   $148,000   $148,000 

Scott J. Tarte

  $136,500   $136,500   $136,500 

Name of Director

  Fees Earned or
Paid in Cash
by the Company		   Total Compensation
from the Company		   Total
Compensation
from the
Fund
Complex		 

Michael C. Forman

   —      —      —   

Todd Builione

   —      —      —   

Barbara Adams

  $160,000   $160,000   $160,000 

Brian R. Ford

  $185,000   $185,000   $185,000 

Richard Goldstein

  $160,000   $160,000   $160,000 

Michael J. Hagan

  $190,000   $190,000   $190,000 

Jeffrey K. Harrow

  $175,000   $175,000   $175,000 

Jerel A. Hopkins

  $160,000   $160,000   $160,000 

James H. Kropp

  $185,000   $185,000   $185,000 

Osagie Imasogie(1)

  $80,000   $80,000   $80,000 

Elizabeth Sandler(2)

   —      —      —   

Former Directors:

      

Joseph P. Ujobai(3)

  $46,250   $46,250   $46,250 

Frederick Arnold(4)

  $160,000   $160,000   $160,000 

 

(1)

Messrs. Adelman and Heller resigned, effective as of April 9, 2018.Mr. Imasogie joined the Board on July 8, 2019.

(2)

Mr. BuilioneMs. Sandler joined the Board in 2018 and does not receive fees.on October 30, 2019.

 

2924

(3)

Mr. Ujobai resigned from the Board, effective as of March 14, 2019.

(4)

Mr. Arnold resigned from the Board, effective as of November 26, 2019.

Certain Relationships and Related Party Transactions(dollar amounts in thousands, excluding per share amounts, unless otherwise noted)

The Company has procedures in place for the review, approval and monitoring of transactions involving the Company and certain persons related to the Company. For example, the Company’s Code of Business Conduct and Ethics generally prohibits any employee, officer or director from engaging in any transaction where there is a conflict between such individual’s personal interest and the interests of the Company. Waivers to the Company’s Code of Business Conduct and Ethics for any executive officer or member of the Board must be approved by the Board and are publicly disclosed as required by applicable law and regulations. In addition, the Audit Committee is required to review and approve all transactions with related persons (as defined in Item 404 of RegulationS-K promulgated under the Exchange Act). Prior to the occurrence of a liquidity event (which could include (1) a listing of the Company’s Shares on a national securities exchange, (2) the sale of all or substantially all of the Company’s assets either on a complete portfolio basis or individually followed by a liquidation or (3) a merger or another transaction approved

Investment Advisory Agreement

The Company is externally managed by the Board in which the Company’s stockholders likely will receive cash or shares of a publicly-traded company), all future transactions with affiliates ofAdvisor. On December 18, 2019, the Company will be on terms no less favorable than could be obtained from an unaffiliated third party and must be approved by a majority of the Board, including a majority of the Independent Directors.

Compensation ofentered into the Investment Adviser

Historically,Advisory Agreement with the Company received investment advisoryAdvisor, which amended and administrative services from FSIC II Advisor pursuant torestated the FSIC II Advisor investment advisory and administrative services agreement. The FSIC II Advisor investment advisory and administrative services agreement, was replaced by the FS/KKR Advisor investment advisory and administrative services agreement. FSIC II Advisor previously engaged GSO / Blackstone Debt Funds Management LLC (“GDFM”) to act as the Company’s investmentsub-adviser pursuant to the investmentsub-advisory agreement between FSIC II Advisor and GDFM, dated February 8, 2012 (the “GDFMsub-advisory agreement”). GDFM resigned as the Company’s investmentsub-adviser and terminated the investmentsub-advisory agreement effective April 9, 2018.2018 (the “Original FS/KKR Advisory Agreement”) between the Company and the Advisor.

Pursuant to the FS/KKR Advisor investment advisory and administrative services agreement,Investment Advisory Agreement, the Advisor is entitled to an annuala base management fee based oncalculated at an annual rate of 1.50% of the average weekly value of the Company’s gross assets (equal toexcluding cash and cash equivalents (gross assets equal the total assets of the Company as set forth on the Company’s consolidated financial statements)balance sheets), which base management fee is reduced from 1.5% to 1.0% on all assets financed using leverage over 1.0xdebt-to-equity, and an incentive fee based on the Company’s performance. The base management fee is payable quarterly in arrears. All or any part of the base management fee not taken as to any quarter shall be deferred without interest and may be taken in such other quarter as the Advisor shall determine.

Pursuant to the terms of the Investment Advisory Agreement, the Advisor may also be entitled to receive a subordinated incentive fee on income. The subordinated incentive fee on income under the Investment Advisory Agreement, which is calculated and payable quarterly in arrears, equals 20.0% of theCompany’s “pre-incentive fee net investment income” for the immediately preceding quarter and is subject to a hurdle rate, expressed as a rate of return on the value of the Company’s net assets, equal to 1.75% per quarter, or an annualized hurdle rate of 7.0%. As a result, the Advisor will not earn this incentive fee for any quarter until theCompany’s pre-incentive fee net investment income for such quarter exceeds the hurdle rate of 1.75%. Once theCompany’s pre-incentive fee net investment income in any quarter exceeds the hurdle rate, the Advisor will be entitled toa “catch-up” fee equal to the amount ofthe pre-incentive fee net investment income in excess of the hurdle rate, until theCompany’s pre-incentive fee net investment income for such quarter equals 2.1875%, or 8.75% annually, of net assets. Thereafter, the Advisor will be entitled to receive 20.0%of pre-incentive fee net investment income.

Commencing with the quarter ending March 31, 2022, the subordinated incentive fee on income is subject to a cap equal to (i) 20.0% of the “pershare pre-incentive fee return” for the then-current and eleven preceding calendar quarters (or fewer number of fiscal quarters) commencing with the quarter ending March 31, 2020 minus the cumulative “per share incentive fees” accrued and/or payable for the eleven preceding calendar quarters (or fewer number of fiscal quarters) commencing with the quarter ending March 31, 2020 multiplied by (ii) the weighted average number of shares outstanding during the calendar quarter (or any portion thereof) for which the subordinated incentive fee on income is being calculated.

Pursuant to the terms of the Investment Advisory Agreement, the incentive fee on capital gains is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment

25

Advisory Agreement). This fee equals 20.0% of the Company’s incentive fee capital gains, which shall equal the realized capital gains of CCT II, FSIC III, FSIC IV and the Company (without duplication) on a cumulative basis from inception, calculated as of the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation (without duplication) on a cumulative basis, less the aggregate amount of any capital gain incentive fees previously paid by CCT II, FSIC III, FSIC IV and the Company. On a quarterly basis, the Company accrues for the capital gains incentive fee by calculating such fee as if it were due and payable as of the end of such period. The Company includes unrealized gains in the calculation of the capital gains incentive fee expense and related accrued capital gains incentive fee. This accrual reflects the incentive fees that would be payable to the Advisor if the Company’s entire portfolio was liquidated at its fair value as of the balance sheet date even though the Advisor is not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized.

Administration Agreement

Also on December 18, 2019, the Company entered into the Administration Agreement with the Advisor. Pursuant to the Administration Agreement, the Advisor will provide administrative services necessary for the operation of the Company, including providing general ledger accounting, fund accounting, legal services, investor relations and other administrative services. There will be no separate fee paid by the Company to the Advisor in connection with the services provided under the Administration Agreement, provided, however, that the Company will reimburse the Advisor no less than quarterly for all costs and expenses incurred by the Advisor in performing its obligations and providing personnel and facilities thereunder. The Advisor will allocate the cost of such services to the Company based on factors such as total assets, revenues, time allocations and/or other reasonable metrics.

Original FS/KKR Advisory Agreement

Prior to the Company’s entry into the Investment Advisory Agreement, the Company was party to the Original FS/KKR Advisory Agreement, by and between the Advisor and the Company. Pursuant to the Original FS/KKR Advisory Agreement, the Advisor was entitled to a base management fee calculated at an annual rate of 1.5%1.50% of the average weekly value of the Company’s gross assets.assets and an incentive fee based on the Company’s performance. The base management fee iswas payable quarterly in arrears, and is calculated basedall or any part of the base management fee not taken as to any quarter was deferred without interest and could be taken in such other quarter as the Advisor determined.

Pursuant to the terms of the Original FS/KKR Advisory Agreement, the incentive fee on capital gains was determined and payable in arrears as of the average weekly valueend of each calendar year (or upon termination of the Original FS/KKR Advisory Agreement). This fee equaled 20.0% of the Company’s gross assets during the most recently completed calendar quarter.

The incentive fee consists of two parts. The first partcapital gains, which equaled the Company’s realized capital gains on a cumulative basis from inception, calculated as of the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any capital gain incentive fees previously paid by the Company. On a quarterly basis, the Company accrued for the capital gains incentive fee which is referredby calculating such fees as if it were due and payable as of the end of such period. The Company included unrealized gains in the calculation of the capital gains incentive fee expense and related accrued capital gains incentive fee. This accrual reflected the incentive fees that would be payable to the Advisor if the Company’s entire portfolio was liquidated at its fair value as of the balance sheet date even though the Advisor was not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized.

Pursuant to the terms of the Original FS/KKR Advisory Agreement, the Advisor was entitled to receive a subordinated incentive fee on income. The subordinated incentive fee on income isunder the Original FS/KKR Advisory Agreement which was calculated and payable quarterly in arrears, equalsequaled 20.0% ofthe Company’s “pre-incentive“pre-incentive fee net investment income” for the immediately preceding quarter and iswas subject to a hurdle rate, expressed as a rate of return on adjusted capital equal to 1.75% per quarter, or an annualized hurdle rate of 7.0%.

26

For purposes of the subordinated incentivethis fee, on income, “adjusted capital” means cumulative gross proceeds generated from sales of the Company’s Sharescommon stock (including proceeds from the Company’sits distribution reinvestment plan) reduced for distributions paid to stockholders from proceeds ofnon-liquidating dispositions of the Company’s investments and amounts paid for share repurchases pursuant to the Company’s share repurchase program. As a result, the Advisor willwould not earn this incentive fee for any quarter untilthe Company’spre-incentive fee net investment income for such quarter exceedsexceeded the hurdle rate of 1.75%. Oncethe Company’spre-incentive fee net investment income in any quarter exceedsexceeded the hurdle rate, the Advisor will bewas entitledto a “catch-up”“catch-up” fee equal to the amount ofthe Company’spre-incentive fee net investment income in excess of the hurdle rate, untilthe Company’spre-incentive fee net investment income for such quarter equalsequaled 2.1875%, or 8.75% annually of the Company’s adjusted capital. Thereafter, the Advisor will bewas entitled to receive 20.0% of the Company’sCompany’s pre-incentive fee net investment income.

The second part of the incentive fee, which is referred to as the incentive fee on capital gains, is determined and payable in arrears as of the end of each calendar year (or upon termination of the FS/KKR Advisor

30

investment advisory and administrative services agreement). This fee equals 20.0% of the Company’s incentive fee capital gains, which equals the Company’s realized capital gains on a cumulative basis from inception, calculated as of the end of the applicable period, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fees on capital gains. The Company accrues for the incentive fee on capital gains, which, if earned, is paid annually. The Company accrues the incentive fees on capital gains based on net realized and unrealized gains; however, under the terms of the FS/KKR Advisor investment advisory and administrative services agreement, the fee payable to the Advisor is based on realized gains and no such fee is payable with respect to unrealized gains unless and until such gains are actually realized.

Pursuant to the FS/KKR Advisor investment advisory and administrative services agreement, the Advisor oversees the Company’sday-to-day operations, including the provision of general ledger accounting, fund accounting, legal services, investor relations, certain government and regulatory affairs activities and other administrative services. The Advisor also performs, or oversees the performance of, the Company’s corporate operations and required administrative services, which includes being responsible for the financial records that the Company is required to maintain and preparing reports for the Company’s stockholders and reports filed with the SEC. Pursuant to the FS/KKR Advisor investment advisory and administrative services agreement, the Company reimburses the Advisor no less than monthly for expenses necessary to perform services related to the Company’s administration and operations. The amount of this reimbursement is set at the lesser of (1) the Advisor’s actual costs incurred in providing such services and (2) the amount that the Company estimates it would be required to pay alternative service providers for comparable services in the same geographic location. The Advisor allocates the cost of such services to the Company based on factors such as assets, revenues, time allocations and/or other reasonable metrics consistent with past practice (but solely to the extent such past practice is not inconsistent with the policies of the Advisor). The Company does not reimburse the Advisor for any services for which it receives a separate fee, or for rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of the Advisor.

Historically, pursuant to the FSIC II Advisor investment advisory and administrative services agreement, FSIC II Advisor was entitled to an annual base management fee of 2.0% of the average weekly value of the Company’s gross assets and an incentive fee based on the Company’s performance. Pursuant to the GDFMsub-advisory agreement, GDFM was entitled to receive 50% of all management and incentive fees payable to FSIC II Advisor under the FSIC II Advisor investment advisory and administrative services agreement with respect to each year. Effective March 5, 2015, FSIC II Advisor contractually agreed to permanently waive 0.25% of its base management fee to which it was entitled under the FSIC II Advisor investment advisory and administrative services agreement, so that the fee received equaled 1.75% of the average weekly value of the Company’s gross assets.

The Company also reimbursed FSIC II Advisor for expenses necessary to perform services related to the Company’s administration and operations, including FSIC II Advisor’s allocable portion of the compensation and related expenses of certain personnel of FS Investments, the Company’s sponsor and an affiliate of FSIC II Advisor, providing administrative services to the Company on behalf of FSIC II Advisor. The amount of this reimbursement for FSIC II Advisor was set at the lesser of (1) FSIC II Advisor’s actual costs incurred in providing such services and (2) the amount that the Company estimated it would be required to pay alternative service providers for comparable services in the same geographic location. FSIC II Advisor allocated the cost of such services to the Company based on factors such as assets, revenues, time allocations and/or other reasonable metrics.

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The following table describes the fees and expenses the Company accrued under the Investment Advisory Agreement, the Original FS/KKR Advisor investment advisory and administrative services agreementAdvisory Agreement and the FSIC II Advisor investment advisory and administrative services agreementAdministration Agreement, as applicable, during the six months ended June 30, 2018 and 2017 and the yearsyear ended December 31, 2017 and 2016:2019 (dollars in millions):

 

      Six Months Ended
June 30,		  Year Ended
December 31,		 

Related Party

 

Source Agreement

 

Description

 2018  2017  2017  2016 

FSIC II Advisor and the Advisor

 FSIC II Advisor Investment
Advisory and Administrative
Services Agreement and FS/KKR Advisor Investment Advisory and Administrative Services Agreement		 Base Management Fee(1) $40,740  $44,832  $89,974  $85,475 

FSIC II Advisor and the Advisor

 FSIC II Advisor Investment
Advisory and Administrative Services Agreement and FS/KKR Advisor Investment Advisory and Administrative Services Agreement		 Subordinated Incentive Fee on Income(2) $7,055  $32,215  $61,481  $62,329 

FSIC II Advisor and the Advisor

 FSIC II Advisor Investment
Advisory and Administrative Services Agreement and FS/KKR Advisor Investment Advisory and Administrative Services Agreement		 Administrative Services Expenses(3) $1,572  $1,731  $3,329  $3,736 

Related Party

  

Source Agreement

  

Description

  Year Ended
December 31,
2019		 

Advisor

  Investment Advisory Agreement and Original FS/KKR Advisory Agreement  Base Management Fee(1)  $72 

Advisor

  Investment Advisory Agreement and Original FS/KKR Advisory Agreement  Subordinated Incentive Fee on Income(2)  $29 

Advisor

  Administration Agreement and Original FS/KKR Advisory Agreement  Administrative Services Expenses(3)  $5 

 

(1)

FSIC II Advisor agreed, effective March 5, 2015, to permanently waive 0.25% of its base management fee to which it is entitled underDuring the FSIC II Advisor investment advisory and administrative services agreement so that the fee received equals 1.75% of the average value of the Company’s gross assets. As a result, the amounts shown for the six months ended June 30, 2018 and 2017 are net of waivers of $3,432 and $6,404, respectively, and the amounts shown for the yearsyear ended December 31, 2017 and 2016 are net of waivers of $12,853 and $12,211, respectively. During the six months ended June 30, 2018 and 2017, $44,675 and $43,895, respectively,2019, $69 in base management fees were paid to FSIC II Advisor. During the years ended December 31, 2017 and 2016, $88,989 and $85,394, respectively, in base management fees were paid to FSIC II Advisor. As of June 30, 2018, $18,660 in base management fees were payable to FSIC II Advisor and the Advisor.

(2)

During the six monthsyear ended June 30, 2018 and 2017, $24,704 and $33,992, respectively, ofDecember 31, 2019, $30 in subordinated incentive fees on income were paid to FSIC II Advisor. During the years ended December 31, 2017 and 2016, $58,845 and $62,090, respectively, of subordinated incentive fees on income were paid to FSIC II Advisor. As of June 30, 2018,December 31, 2019, a subordinated incentive fee on income of $1,480$11 was payable to FSIC II Advisor and the Advisor.

(3)

During the six monthsyear ended June 30, 2018 and 2017, $1,297 and $1,669, respectively,December 31, 2019, $3 of the accrued administrative services expenses related to the allocation of costs of administrative personnel for services rendered to the Company by FSIC II Advisor and the Advisor and the remainder related to other reimbursable expenses. During the years ended December 31, 2017 and 2016, $3,184 and $3,573, respectively, of administrative services expenses related to the allocation of costs of administrative personnel for services rendered to the Company by FSIC II Advisor and the remainder related to other reimbursable expenses. The Company paid $1,210 and $1,394$4 in administrative services expenses to FSIC II Advisor and the Advisor during the six months ended June 30, 2018 and 2017, respectively. The Company paid $3,553 and $4,336 in administrative services expenses to FSIC II Advisor during the yearsyear ended December 31, 2017 and 2016, respectively.2019.

Allocation of the Advisor’s Time

32The Company relies on the Advisor to manage the Company’sday-to-day activities and to implement its investment strategies. The Advisor, FS Investments, KKR Credit and certain of their affiliates are presently, and plan in the future to continue to be, involved with activities that are unrelated to the Company. As a result of these activities, the Advisor, FS Investments, KKR Credit and certain of their affiliates will have conflicts of interest in allocating their time between the Company and other activities in which they are or may become involved, including the management of the other BDCs in the Fund Complex. The Advisor, FS Investments, KKR Credit and their employees will devote only as much of its or their time to the Company’s business as the Advisor, FS Investments and KKR Credit, in their judgment, determine is reasonably required, which will be substantially less than their full time. Therefore, the Advisor, its personnel and certain affiliates may experience conflicts of interest in allocating management time, services and functions among the Company and any other business ventures in which they or any of their key personnel, as applicable, are or may become involved. This could result in actions that are more favorable to other affiliated entities than to the Company.

27

However, the Company believes that the members of the Advisor’s management and the other key debt finance professionals have sufficient time to fully discharge their responsibilities to the Company and to the other businesses in which they are involved. The Company believes that its affiliates and executive officers will devote the time required to manage the Company’s business and expect that the amount of time a particular executive officer or affiliate devotes to the Company will vary during the course of the year and depend on the Company’s business activities at the given time. Because many of the operational aspects involved with managing the Company and the other BDCs in the Fund Complex are similar, there are significant efficiencies created by the Advisor providing services to such entities. For example, the Advisor has streamlined the structure for financial reporting, internal controls and investment approval processes for the Company and the other BDCs in the Fund Complex.

Exemptive ReliefCompetition and Allocation of Investment Opportunities

The Advisor and its affiliates are simultaneously providing investment advisory services to other affiliated entities, including the other BDCs in the Fund Complex. The Advisor may determine that it is appropriate for the Company and one or more other investment accounts managed by the Advisor or any of its affiliates to participate in an investment opportunity. To the extent the Company makesco-investments with investment accounts managed by the Advisor or its affiliates, theseco-investment opportunities may give rise to conflicts of interest or perceived conflicts of interest among the Company and the other participating accounts. In addition, conflicts of interest or perceived conflicts of interest may also arise in determining which investment opportunities should be presented to the Company and other participating accounts.

To mitigate these conflicts, the Advisor will seek to execute such transactions on a fair and equitable basis and in accordance with its allocation policies, taking into account various factors, which may include: the source of origination of the investment opportunity; investment objectives and strategies; tax considerations; risk, diversification or investment concentration parameters; characteristics of the security; size of available investment; available liquidity and liquidity requirements; regulatory restrictions; and/or such other factors as may be relevant to a particular transaction.

As the Advisor and affiliates of FS Investments and KKR Credit currently serve as the investment adviser to other entities and accounts, it is possible that some investment opportunities will be provided to such other entities and accounts rather than the Company.

Investments

As a BDC, the Company is subject to certain regulatory restrictions in making its investments. For example, BDCs generally are notpermitted toco-invest with certain affiliated entities in transactions originated by the BDC or its affiliates in the absence of an exemptive order from the SEC. However, BDCs are permitted to, andmay, simultaneouslyco-invest in transactions where price is the only negotiated term.

In an order dated June 4, 2013 (the “FS(“the FS Order”), the SEC granted exemptive relief permitting the Company, subject to the satisfaction of certainconditions, toco-invest in certain privately negotiated investment transactions with certain affiliates of FSIC II Advisor,our former investment adviser, including FS Energy and Power Fund, FSK (f/k/a FS Investment Corporation, FS Investment Corporation III, FS Investment Corporation IVCorporation) and any future BDCs that are advised by FSIC II Advisorour former investment adviser or its affiliated investment advisers. However, in connection with the investment advisory relationship with the Advisor, and in an effort to mitigate potential future conflicts of interest, the Board authorized and directed that the Company (i) withdraw from the FS Order, except with respect to any transaction in which the Company participated in reliance on the FS Order prior to April 9, 2018, and (ii) rely on an exemptive relief order, dated April 3, 2018, that permits the Company, subject to the satisfaction of certainconditions, toco-invest in certain privately negotiated investment transactions, including investments originated and directly negotiated by the Advisor or KKR Credit, with certain affiliates of the Advisor.

Potential Conflicts of Interest

The members of the senior management and investment teams of the Advisor serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as the Company does, or of investment vehicles managed by the same personnel. For example, the Advisor is the investment adviser to the other funds in the Fund Complex, and the officers, managers and other personnel of the Advisor may serve in similar or other capacities for the investment advisers to future investment vehicles affiliated with FS Investments or KKR Credit. In serving in these multiple and other capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in the Company’s best interests or in the best interest of the Company’s stockholders. The Company’s investment objectives may overlap with the investment objectives of such investment funds, accounts or other investment vehicles. For example, the Company relies on the Advisor to manageits day-to-day activities and to implement its investment strategy. The Advisor, FS Investments, KKR Credit and certain of their affiliates are presently, and plan in the future to continue to be, involved with activities which are unrelated to the Company. As a result of these activities, the Advisor, FS Investments, KKR Credit, their employees and certain of their affiliates will have conflicts of interest in allocating their time between the Company and other activities in which they are or may become involved, including the management of the other funds in the Fund Complex.

The Advisor and its affiliates are simultaneously providing investment advisory services to other affiliated entities, including the other funds in the Fund Complex. The Advisor may determine that it is appropriate for the Company and one or more other investment accounts managed by the Advisor or any of its respective affiliates to participate in an investment opportunity. To the extent the Company is able tomake co-investments with investment accounts managed by the Advisor or its respective affiliates,these co-investment opportunities may give rise to conflicts of interest or perceived conflicts of interest among the Company and the other participating accounts. In addition, conflicts of interest or perceived conflicts of interest may also arise in determining which investment opportunities should be presented to the Company and other participating accounts. To mitigate these conflicts, the Advisor will seek to execute such transactions on a fair and equitable basis and in accordance with its allocation policies, taking into account various factors, which may include: the source of origination of the investment opportunity; investment objectives and strategies; tax considerations; risk, diversification or investment concentration parameters; characteristics of the security; size of available investment; available liquidity and liquidity requirements; regulatory restrictions; and/or such other factors as may be relevant to a particular transaction. As affiliates of FS Investments and KKR Credit currently serve as the investment adviser to other entities and accounts, it is possible that some investment opportunities will be provided to such other entities and accounts rather than to the Company.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF

THE DIRECTOR NOMINEES.

3328

PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENTIndependent Registered Public Accounting Firm

REGISTERED PUBLIC ACCOUNTING FIRM

On March 22, 2019, the Company notified RSM US LLP 518 Township Line Road, Suite 300, Blue Bell, Pennsylvania 19422, has been appointed by the Board to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.that RSM US LLP, (formerly McGladrey LLP)which had acted as the Company’s independent registered public accounting firm for each of the fiscal years ended December 31, 2011 through 2017.2018, had been dismissed as the Company’s independent public accounting firm. The Audit Committee approved the dismissal of RSM US LLP. The reports of RSM US LLP on the audited consolidated financial statements of the Company for the years ended December 31, 2018 and 2017 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. During the years ended December 31, 2018 and 2017, and the subsequent interim period through March 22, 2019, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) ofRegulation S-K and the related instructions between the Company and RSM US LLP on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to RSM US LLP’s satisfaction, would have caused RSM US LLP to make reference thereto in their reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) ofRegulation S-K. On March 26, 2019, the Company appointed Deloitte & Touche LLP to act as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2019, which appointment was ratified by the Company’s stockholders on November 6, 2019.

On February 20, 2020, the Company appointed Deloitte & Touche LLP to act as the Company’s independent registered public accounting firm for the year ending December 31, 2020. The appointment of Deloitte & Touche LLP was previously recommended by the Audit Committee. The Company knows of no direct financial or material indirect financial interest of RSM USDeloitte & Touche LLP in the Company. A representative of RSM USDeloitte & Touche LLP willis expected to be available by telephone to answer questions during the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so.do.

Although actionFees

Set forth in the table below are audit fees, audit related fees, tax fees and all other fees billed to the Company by the stockholders on this matter is not required, the Audit Committee and the Board believe it is appropriate to seek stockholder ratification of this selection in light of the role played by the independent registered public accounting firm in reporting on the Company’s consolidated financial statements. If a quorum is present at the Annual Meeting and the appointment of RSM USDeloitte & Touche LLP as independent registered public accounting firmfor professional services performed for the fiscal year endingyears ended December 31, 2018 is not ratified by the stockholders, the adverse vote will be considered by the Audit Committee in determining whether to appoint RSM US LLP as the Company’s independent registered public accounting firm for the succeeding fiscal year.2019 and 2018:

Fees

Fiscal Year

  Audit Fees   Audit-Related Fees(1)   Tax Fees   All Other Fees(2) 

2019

  $634,008    —      —      —   

2018

   —      —      —      —   

(1)

“Audit-Related Fees” are those fees billed to the Company by Deloitte & Touche LLP for services provided by Deloitte & Touche LLP or fees billed for expenses relating to the review by Deloitte & Touche LLP of the Company’s registration statements filed with the SEC pursuant to the Securities Act.

(2)

“All Other Fees” are those fees, if any, billed to the Company by Deloitte & Touche LLP in connection withpermitted non-audit services.

Set forth in the table below are audit fees, audit related fees, tax fees and all other fees billed to the Company by RSM US LLP for professional services performed for the fiscal years ended December 31, 20172019 and 2016:2018:

 

Fiscal Year

  Audit Fees   Audit-
Related Fees(1)		   Tax Fees   All Other Fees(2) 

2017

  $400,000   $—    $—    $35,000 

2016

  $392,500   $—    $—    $64,400 

Fiscal Year

  Audit Fees   Audit-Related Fees(1)   Tax Fees   All Other Fees(2) 

2019

   —      —      —     $46,350 

2018

  $399,700    —      —     $35,350 

 

(1)

“Audit-Related Fees” are those fees billed to the Company by RSM US LLP for services provided by RSM US LLP or fees billed for expenses relating to the review by RSM US LLP of the Company’s registration statements filed with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”).Act.

(2)

“All Other Fees” are those fees, if any, billed to the Company by RSM US LLP in connection with permittednon-audit services.

29

Pre-Approval Policies and Procedures

The Company’s Audit Committee reviews, negotiates and approves in advance the scope of work, any related engagement letter and the fees to be charged by the Company’s independent registered public accounting firm for audit services and permittednon-audit services for the Company and for permittednon-audit services for the Advisor and any affiliates thereof that provide services to the Company if suchnon-audit services have a direct impact on the operations or financial reporting of the Company. Any requests for audit, audit-related, tax and other services that have not received generalpre-approval must be submitted to the Audit Committee for specificpre-approval in accordance with itspre-approval policy, irrespective of the amount of fees associated with such services, and cannot commence until such approval has been granted. Normally,pre-approval is considered at regularly scheduled meetings of the Audit Committee. However, the Audit Committee may delegatepre-approval authority to one or more of its members. The member or members to whom such authority is delegated must report anypre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities topre-approve services performed by RSM US LLPthe Company’s independent registered public accounting firm to management. All of the audit and permittednon-audit services described above for which Deloitte & Touche LLP and RSM US LLP billed the Company for the fiscal years ended December 31, 20172019 and 20162018 werepre-approved by the Audit Committee.

34

Audit Committee Report

As part of its oversight of the Company’s financial statements, the Audit Committee reviewed and discussed with both management and RSM USDeloitte & Touche LLP, the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2019, the Company’s consolidated financial statements filed with the SEC for the fiscal year ended December 31, 2017.2019. Management advised the Audit Committee that all financial statements were prepared in accordance with U.S. generally accepted accounting principles, and reviewed significant accounting issues with the Audit Committee. The Audit Committee also discussed with RSM USDeloitte & Touche LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board Auditing Standard No. 16,Communications with Audit Committees(“PCAOB”), as amended,the SEC and by the Auditing Standards Board of the American Institute of Certified Public Accountants.

The Audit Committee has established apre-approval policy that describes the permitted audit, audit-related, tax, and other services to be provided by RSM US LLP.the Company’s independent registered public accounting firm. Pursuant to the policy, the Audit Committeepre-approves the audit andnon-audit services performed by RSM US LLPthe Company’s independent registered public accounting firm in order to assure that the provision of such services does not impair the firm’s independence.

Any requests for audit, audit-related tax and other services that have not received generalpre-approval must be submitted to the Audit Committee for specificpre-approval in accordance with itspre-approval policy, irrespective of the amount, of fees associated with such services, and cannot commence until such approval has been granted. Normally,pre-approval is provided at regularly scheduled meetings of the Audit Committee. However, the Audit Committee may delegatepre-approval authority to one or more of its members. The member or members to whom such authority is delegated must report anypre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate itsresponsibilities topre-approve services performed by RSM USDeloitte & Touche LLP to management.

The Audit Committee received and reviewed the written disclosures and the letter from RSM USDeloitte & Touche LLP required by applicable requirements of the Public Company Accounting Oversight BoardPCAOB regarding RSM USDeloitte & Touche LLP’s communications with the Audit Committee concerning independence and has discussed with RSM USDeloitte & Touche LLP its independence. The Audit Committee has reviewed the audit fees paid by the Company to RSM USDeloitte & Touche LLP. It hasalso reviewednon-audit services and fees to assure compliance with the Company’s and the Audit Committee’s policies restricting RSM USDeloitte & Touche LLP from performing services that might impair its independence.

30

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements of the Company as of and for the year ended December 31, 20172019 be included in the Company’s annual reporton Form10-K for the fiscal year ended December 31, 20172019 for filing with the SEC. The Audit Committee also recommended the appointment of RSM USDeloitte & Touche LLP to serve as the independent registered public accounting firm of the CompanyFSIC II for the fiscal year endingended December 31, 2018.2019.

Audit Committee Members:

Paul Mendelson, ChairmanBrian R. Ford

Robert E. Keith Jr.James H. Kropp

John E. StuartOsagie Imasogie

The material in this Audit Committee report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION

“FOR” EACH OF THE APPOINTMENTDIRECTOR NOMINEES

31

PROPOSAL 2: APPROVAL OF RSM US LLP AS THE INDEPENDENT REGISTERED PUBLICAPPLICATION OF REDUCED ASSET COVERAGE

ACCOUNTING FIRM OFREQUIREMENTS TO THE COMPANY FORTO ALLOW THE FISCAL YEAR ENDING DECEMBERCOMPANY TO DOUBLE THE

MAXIMUM AMOUNT OF ITS PERMITTED BORROWINGS

Background and 1940 Act Requirements

The Company isa closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. Section 61(a) of the 1940 Act applies asset coverage requirements which limit the ability of BDCs to incur leverage. Prior to the passage of the Small Business Credit Availability Act (the “SBCA Act”) on March 23, 2018, these asset coverage requirements prohibited a BDC from issuing debt securities or preferred stock (collectively referred to as “senior securities”) unless, immediately after such issuance, the BDC had “asset coverage” of at least 200%. For purposes of the 1940 Act, “asset coverage” means the ratio of (1) the total assets of a BDC, less all liabilities and indebtedness not represented by senior securities, to (2) the aggregate amount of senior securities representing indebtedness (plus, in the case of senior securities represented by preferred stock, the aggregate involuntary liquidation preference of such BDC’s preferred stock). As a result of these historical asset coverage requirements (which limited BDCs to a 1:1debt-to-equity ratio), the Company believes that BDCs generally operate at lower levels of leverage than many private investment funds focused on similar asset classes, collateralized loan obligations, specialty finance companies and other operating companies.

The SBCA Act, among other things, amended Section 61(a) of the 1940 Act to add a new Section 61(a)(2) which reduces the asset coverage requirements applicable to BDCs from 200% to 150% (a 2:1debt-to-equity ratio), so long as the BDC meets certain disclosure and approval requirements. Section 61(a)(2) provides that before the reduced asset coverage requirements are effective with respect to a BDC, the application of that section of the 1940 Act to such BDC must be approved by either (1) a “required majority,” as defined in the Section 57(o) of the 1940 Act, of such BDC’s board of directors or (2) a majority of votes cast at a special or annual meeting of such BDC’s stockholders at which a quorum is present.

For the reasons set forth below under the header “Recommendation and Rationale,” the Board has determined to recommend that stockholders approve the Leverage Proposal because it believes that it is advisable and in the best interests of the Company and its stockholders for the reduced asset coverage ratio to apply to the Company to increase the Company’s flexibility to incur additional leverage to pursue attractive investment opportunities. In general, the Company may currently borrow $1 for investment purposes for every $1 of investor equity. Under the Leverage Proposal, the Company would be permitted to borrow $2 for investment purposes for every $1 of investor equity. Therefore, the Company is seeking the approval of stockholders at the Annual Meeting to reduce the Company’s asset coverage requirements so that the reduced asset coverage requirements for senior securities in Section 61(a)(2) of the 1940 Act will apply to the Company and the Company may double the maximum amount of its permitted borrowings. Any section headers andsub-headers below “Recommendation and Rationale” are for convenience only and do not denote that the Board afforded greater or less consideration to any particular matter.

If the Leverage Proposal is approved by the stockholders at the Annual Meeting, commencing on the first date after such approval, the Company will be required to maintain asset coverage for its senior securities of 150% (i.e. $2 of debt for investment purposes outstanding for each $1 of investor equity) rather than 200% (i.e. $1 of debt for investment purposes outstanding for each $1 of investor equity), which would permit the Company to increase the maximum amount of leverage that it is permitted to incur. The Company will then be able to double the maximum amount of its permitted borrowings.

In connection with the approval of the mergers of FSIC III, FSIC IV and CCT II, other BDCs advised by the Advisor, into the Company in December 2019 (such transaction, the “Mergers”), the stockholders of the Company, FSIC III, FSIC IV and CCT II approved, on anon-binding, advisory basis, the issuance of a new class of perpetual preferred stock of the Company with an aggregate liquidation preference representing approximately 20% of the Company’s net asset value to all holders of the Company’s common stock on a pro rata basis (the “Recapitalization Transaction”). It is anticipated the shares of preferred stock will have an annual preferred dividend of 5.5%, which will accumulate from the original issue date and be paid quarterly on January 31, 2018.

32

April 30, July 31 and October 31 as declared by the Board, and in each case, will be paid prior to dividends on shares of the Company’s common stock. The preferred stock will rank senior in right of payment to shares of the Company’s common stock, will rank equal in right of payment with any other series of preferred shares the Company may issue in the future and will be subordinated in right of payment to the Company’s and its subsidiaries’ existing and future indebtedness. It is contemplated that the holders of shares of preferred stock will not have voting rights in respect of their shares of preferred stock, except that they will, voting as a separate class, be entitled to appoint two directors to the Board. Notwithstanding the foregoing, however, it is expected that if the preferred stockholders have not received distributions for any two year period, the preferred stockholders shall be given the right to elect the majority of the Board. The liquidation preference of each share of preferred stock is anticipated to be $25.00 per share, and the Company expects to value the shares of preferred stock at their liquidation preference. After the five year anniversary of the Recapitalization Transaction, it is expected that the Company will be able to elect, in its discretion, to redeem the preferred stock, in whole or in part, for the liquidation preference per share of preferred stock plus accumulated and unpaid distributions satisfied through a cash payment. Notwithstanding the foregoing, the terms of the preferred stock are expected to include a provision that provides that if at any time following the Recapitalization Transaction, the Board determines in good faith that the Company’s breach of the applicable asset coverage ratio requirement is imminent, the Company may redeem the preferred stock, in whole or in part, for an amount equal to the liquidation preference per share of preferred stock, plus accumulated and unpaid distributions, satisfied by either (i) a cash payment or (ii) the delivery of shares of the Company’s common stock with an aggregate net asset value equal to such amount.

If the Leverage Proposal is approved, the Company currently expects that it would incrementally increase leverage from (i) 225% to 200% (0.80x to 1.00xdebt-to-equity), with an initial target of 220% (0.85xdebt-to-equity) without giving effect to the Recapitalization Transaction and (ii) 195% to 180% (1.05x to 1.25xdebt-to-equity), with an initial target of 191% (1.10xdebt-to-equity) after giving effect to the Recapitalization Transaction.

Recommendation and Rationale

On February 20, 2020, the Board unanimously recommended that the stockholders vote in favor of the application of the reduced asset coverage requirements in Section 61(a)(2) of the 1940 Act to the Company. The Board concluded that the Leverage Proposal is in the best interests of the Company and the stockholders. In doing so, the Board considered and evaluated various factors, including the following (each, as discussed more fully below):

the ability to flexibly manage the Company following the Mergers to take advantage of attractive investment opportunities and the current composition of the Company’s portfolio;

the potential impact (both positive and negative) on net investment income, return to stockholders and net asset value;

the increased cushion to the asset coverage requirement at the initial target leverage to be utilized by the Company, particularly following the Recapitalization Transaction;

the additional risks to stockholders in light of increased leverage relative to benefits of the use of increased leverage; and

the impact on the Company’s expenses, including the increased interest payments on borrowed funds and advisory fees payable by the Company to the Advisor and the related conflicts of interest.

The Company’s investment strategy, including its strategy for selecting investments, will not change if the Leverage Proposal is approved.

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Flexibility to manage capital to take advantage of attractive investment opportunities and the current composition of the Company’s portfolio

The Company cannot predict when attractive investment opportunities will present themselves, and attractive opportunities may arise at a time when market conditions are not favorable to raising additional equity capital. If the Company is not able to access additional capital (either at all or on favorable terms) when attractive investment opportunities arise, the Company’s ability to grow over time and to continue to pay distributions to stockholders could be adversely affected. Based on the Company’s balance sheet as of September 30, 2019, reducing the asset coverage requirements applicable to the Company from 200% (i.e. $1 of debt for investment purposes outstanding for each $1 of investor equity) to 150% (i.e. $2 of debt for investment purposes outstanding for each $1 of investor equity) would allow the Company to borrow approximately $3 billion in additional capital (or approximately $7 billion in additional capital on apro forma basis giving effect to the Mergers). This amount would provide additional flexibility to pursue attractive investment opportunities. The Board believes that the greater deal flow that may be achieved with this additional capital could enable the Company to participate more meaningfully in the private debt markets and to make larger loans to its portfolio companies with no loss of diversification of the overall portfolio, which would be in the best interest of stockholders. With more capital, the Company expects that it would, over time, likely be an even more meaningful capital provider to the middle market and be able to better compete for high-quality investment opportunities with its competitors, including other BDCs and investment funds, alternative investment vehicles (such as hedge funds) and traditional financial services companies (such as commercial banks), many of which have greater resources than the Company currently has.

Approximately 85% of the Company’s total investments at fair value were invested in senior secured debt (with approximately 70% in first lien senior secured debt) as of September 30, 2019. On a pro forma basis giving effect to the Mergers, approximately 85% of the Company’s total investments at fair value would be invested in senior secured debt (with approximately 72% in first lien senior secured debt) as of September 30, 2019. The Board noted that the Company believes that a portfolio comprised of such assets is well suited to take advantage of additional leverage.

The Board further noted that the increase in total assets available for investment as a result of incurring additional leverage would increase the assets available for investment in assetsconsidered “non-qualifying assets” for purposes of Section 55 of the 1940 Act, which will also give the Company greater flexibility when evaluating investment opportunities.

The following table sets forth the following information:

the Company’s total assets, total debt outstanding (in dollars and as a percentage of total assets), net assets and asset coverage ratio as of September 30, 2019;

•

assuming that as of September 30, 2019 the Company had incurred the maximum amount of borrowings that could be incurred by the Company under the currently applicable 200% asset coverage ratio, the Company’spro forma total assets, total debt outstanding (with the maximum amount of additional borrowings that would be permitted to incur in dollars and as a percentage of total assets), net assets and asset coverage ratio, in each case giving effect to the Mergers; and

•

assuming that as of September 30, 2019 the Company had incurred the maximum amount of borrowings that could be incurred by the Company under the proposed 150% asset coverage ratio, the Company’spro forma total assets, total debt outstanding (with the maximum amount of additional borrowings that would be permitted to incur in dollars and as a percentage of total assets), net assets and asset coverage ratio, in each case giving effect to the Mergers.

In evaluating the information presented below, it is important to recognize that the maximum amount of borrowings that could be incurred by the Company is presented for comparative and informational purposes only

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and such information is not a representation of the amount of borrowings that the Company intends to incur or that would be available to the Company to be incurred.

      Pro Forma Amounts as of September 30,  2019
Assuming That the Company
Had Incurred the Maximum Amount of Borrowings
That Could Be Incurred by the Company		 

Selected Consolidated Financial
Statement Data (dollar amounts
in thousands)

  Actual Amounts as of
September 30, 2019(1)		  Under the Currently
Applicable 200% Minimum
Asset Coverage  Ratio(2)		  Under the Proposed 150%
Minimum Asset Coverage
Ratio(3)		 

Total Assets

  $4,445,695  $5,117,763  $7,616,518 

Total Debt Outstanding

  $1,826,687  $2,498,755  $4,997,510 

Net Assets

  $2,498,755  $2,498,755  $2,498,755 

Asset Coverage Ratio

   237%   200%   150% 

(1)

As of September 30, 2019, the Company’s total outstanding indebtedness represented 41.09% of the Company’s total assets.

(2)

Based on the Company’s total outstanding indebtedness of $1.8 billion as of September 30, 2019 and applying the currently applicable 200% minimum asset coverage ratio, the Company could have incurred up to an additional $0.7 million of borrowings. The maximum amount of additional borrowings of $0.7 million would have represented 15.1% of total assets.

(3)

Based on the Company’s total outstanding indebtedness of $1.8 billion as of September 30, 2019 and applying a 150% minimum asset coverage ratio, the Company could have incurred up to an additional $3.2 million of borrowings. The maximum amount of additional borrowings of $3.2 million would have represented 71.3% of total assets.

     Pro Forma Amounts as of September 30, 2019
(i)  Giving Effect to the Mergers and
(ii) Assuming that the Combined Company
Had Incurred the Maximum Amount of Borrowings
That Could Be Incurred  by the Combined Company		 

Selected Consolidated Financial
Statement Data (dollar amounts
in thousands)

 Pro Forma Amounts as of
September 30, 2019(1)		  Under the Currently
Applicable 200% Minimum
Asset Coverage  Ratio(2)		  Under the Proposed 150%
Minimum Asset Coverage
Ratio(3)		 

Total Assets

 $8,925,099  $10,616,616  $15,714,905 

Total Debt Outstanding

 $3,406,772  $5,098,289  $10,196,578 

Net Assets

 $5,098,289  $5,098,289  $5,098,289 

Asset Coverage Ratio

  250%   200%   150% 

(1)

As of September 30, 2019, the pro forma combined company’s total outstanding indebtedness represented 38.2% of the pro forma combined company’s total assets.

(2)

Based on the pro forma combined company’s total outstanding indebtedness of $3.4 billion as of September 30, 2019 and applying the currently applicable 200% minimum asset coverage ratio, the pro forma combined company could have incurred up to an additional $1.7 million of borrowings. The maximum amount of additional borrowings of $1.7 million would have represented 19.0% of total assets.

(3)

Based on the combined company’s total outstanding indebtedness of $3.4 billion as of September 30, 2019 and applying a 150% minimum asset coverage ratio, the pro forma combined company could have incurred up to an additional $6.8 million of borrowings. The maximum amount of additional borrowings of $6.8 million would have represented 76.1% of total assets.

Potential impact on net investment income, return to stockholders and net asset value

The Board also considered the potential impact of additional leverage on the Company’s net investment income, noting that any increases would be magnified if the Company employed additional leverage. Similarly, the Board considered that, if the value of the Company’s assets increases, additional leverage could cause net asset value to increase more rapidly than it otherwise would have if the Company did not employ such additional leverage.

 

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However, the Board noted that the converse was also true and, if the Company’s net investment income or the value of the Company’s assets decreased, additional leverage would cause the Company’s net investment income and/or net asset value to decline more sharply than it otherwise would have if the Company did not employ such additional leverage, increasing the risk of investing in the Company’s common stock. In addition, the Company would have to service any additional debt that it incurs, including interest expense on debt and dividends on preferred stock, that the Company may issue, as well as the fees and costs related to the entry into or amendments to debt facilities. These expenses would decrease net investment income, and the Company’s ability to pay such expenses will depend largely on the Company’s financial performance and will be subject to prevailing economic conditions and competitive pressures. Additionally, certain of the Company’s financing arrangements, including the Company’s senior revolving credit facility, currently contain a covenant limiting the Company’s asset coverage to 200% and may need to be amended if stockholders approve the Leverage Proposal. The Company may not be able to amend such financing arrangements to change this covenant and if the Company is successful in amending its financing arrangements, it may incur costs to do so and the other terms of such amended financing arrangements, such as the interest rate, may not be as favorable to the Company as the current terms.

Effect of Leverage on Return to Stockholders

The following table illustrates, on an actual basis without giving effect to the Mergers, the effect of leverage on returns from an investment in the Company’s common stock assuming that the Company employs (1) its actual asset coverage ratio as of September 30, 2019, (2) a hypothetical asset coverage ratio of 200% and (3) a hypothetical asset coverage ratio of 150%, each at various annual returns on the Company’s portfolio as of September 30, 2019, net of expenses.The calculations in the table below are hypothetical, and actual returns may be significantly higher or lower than those appearing in the table below.

Assumed Return on the Company’s Portfolio (Net of Expenses)

 (10.00)% (5.00)% 0.00% 5.00% 10.00%
 

 

 

 

 

 

 

 

 

 

Corresponding return to common stockholder assuming actual asset coverage as of September 30, 2019 (237%)(1)

 (21.3)% (12.5)% (3.7)% 5.1% 13.9%

Corresponding return to common stockholder assuming 200% asset coverage(2)

 (25.6)% (15.4)% (5.2)% 5.1% 15.3%

Corresponding return to common stockholder assuming 150% asset coverage(3)

 (40.7)% (25.5)% (10.3)% 4.9% 20.1%

(1)

Based on (i) $4.4 billion in total assets including debt issuance costs as of September 30, 2019, (ii) $1.8 billion in outstanding indebtedness as of September 30, 2019, (iii) $2.5 billion in net assets as of September 30, 2019 and (iv) a weighted average interest rate on the Company’s indebtedness, as of September 30, 2019, excluding fees (such as fees on undrawn amounts and amortization of financing costs), of 5.15%.

(2)

Based on (i) $5.1 billion in total assets including debt issuance costs on a pro forma basis as of September 30, 2019, after giving effect of a hypothetical asset coverage ratio of 200%, (ii) $2.5 billion in outstanding indebtedness on a pro forma basis as of September 30, 2019, after giving effect of a hypothetical asset coverage ratio of 200%, (iii) $2.5 billion in net assets as of September 30, 2019 and (iv) a weighted average interest rate on the Company’s indebtedness, as of September 30, 2019, excluding fees (such as fees on undrawn amounts and amortization of financing costs), of 5.15%.

(3)

Based on (i) $7.6 billion in total assets including debt issuance costs on a pro forma basis as of September 30, 2019, after giving effect of a hypothetical asset coverage ratio of 150%, (ii) $5.0 billion in outstanding indebtedness on a pro forma basis as of September 30, 2019, after giving effect of a hypothetical asset coverage ratio of 150%, (iii) $2.5 billion in net assets as of September 30, 2019 and (iv) a weighted average interest rate on the Company’s indebtedness, as of September 30, 2019, excluding fees (such as fees on undrawn amounts and amortization of financing costs), of 5.15%.

The following table illustrates, on apro forma basis giving effect to the Mergers, the effect of leverage on returns from an investment on the combined company’s common stock assuming that the Company employs

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(1) its actual asset coverage ratio as of September 30, 2019, (2) a hypothetical pro forma asset coverage ratio of 200% and (3) a hypothetical pro forma asset coverage ratio of 150%, each at various annual returns on the combined company’s pro forma portfolio as of September 30, 2019, net of expenses.The calculations in the table below and in the corresponding footnotes are calculated on a pro forma basis assuming the Mergers are completed and are hypothetical. Actual returns may be significantly higher or lower than those appearing in the table below.

Assumed Return on the combined company’s portfolio (Net of Expenses)

 (10.00)% (5.00)% 0.00% 5.00% 10.00%
 

 

 

 

 

 

 

 

 

 

Corresponding return to common stockholder assuming actual asset coverage as of September 30, 2019 (250%)(1)

 (20.9)% (12.1)% (3.4)% 5.3% 14.1%

Corresponding return to common stockholder assuming 200% asset coverage(2)

 (25.9)% (15.5)% (5.1)% 5.3% 15.7%

Corresponding return to common stockholder assuming 150% asset coverage(3)

 (41.0)% (25.6)% (10.2)% 5.2% 20.6%

(1)

Based on (i) $8.9 billion in total assets including debt issuance costs as of September 30, 2019, (ii) $3.4 billion in outstanding indebtedness as of September 30, 2019, (iii) $5.1 billion in net assets as of September 30, 2019 and (iv) a weighted average interest rate on the combined company’s indebtedness, as of September 30, 2019, excluding fees (such as fees on undrawn amounts and amortization of financing costs), of 5.10%.

(2)

Based on (i) $10.6 billion in total assets including debt issuance costs on a pro forma basis as of September 30, 2019, after giving effect of a hypothetical asset coverage ratio of 200%, (ii) $5.1 billion in outstanding indebtedness on a pro forma basis as of September 30, 2019, after giving effect of a hypothetical asset coverage ratio of 200%, (iii) $5.1 billion in net assets as of September 30, 2019 and (iv) a weighted average interest rate on the combined company’s indebtedness, as of September 30, 2019, excluding fees (such as fees on undrawn amounts and amortization of financing costs), of 5.10%.

(3)

Based on (i) $15.7 billion in total assets including debt issuance costs on a pro forma basis as of September 30, 2019, after giving effect of a hypothetical asset coverage ratio of 150%, (ii) $10.2 billion in outstanding indebtedness on a pro forma basis as of September 30, 2019, after giving effect of a hypothetical asset coverage ratio of 150%, (iii) 5.1 billion in net assets as of September 30, 2019 and (iv) a weighted average interest rate on the combined company’s indebtedness, as of September 30, 2019, excluding fees (such as fees on undrawn amounts and amortization of financing costs), of 5.10%.

Effect of Leverage on Expenses

The following tables are intended to assist stockholders in understanding the fees and expenses that an investor in the Company’s common stock will bear, directly or indirectly, assuming that the Company employs (1) its actual asset coverage ratio and actual annual base management fee rate as of September 30, 2019, (2) a hypothetical asset coverage ratio of 200% and the actual annual base management fee rate as of September 30, 2019 and (3) a hypothetical asset coverage ratio of 150% and the reduction in the annual base management fee payable to the Advisor from 1.5% to 1.0% on all assets financed using leverage over 1.0xdebt-to-equity under the Investment Advisory Agreement. The “FSIC II Standalone Estimated Fees and Expenses” table presents the fees and expenses on an actual basis without giving effect to the Mergers, and the “Combined Company Estimated Fees and Expenses” table is presented on apro forma basis giving effect to the Mergers.

The Company cautions that some of the percentages indicated in the tables below are estimates and may vary. The expenses shown in the tables are based on estimated amounts for the current fiscal year.The following tables should not be considered a representation of the Company’s future expenses. Actual expenses may be significantly greater or less than shown.

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FSIC II Standalone Estimated Fees and Expenses

Estimated Annual Expenses

(as percentage of net assets attributable to common  stock)

  Actual asset
coverage as of
September 30, 2019
(237%)(1)		  200% asset
coverage(2)		  150% asset
coverage(3)		 

Base management fees(4)

   2.64%   3.04%   4.01% 

Incentive fees(5)

   1.30%   2.18%   3.84% 

Interest payments on borrowed funds(6)

   4.13%   5.48%   10.52% 

Other expenses(7)

   0.48%   0.48%   0.48% 

Acquired fund fees and expenses

   0.00%   0.00%   0.00% 

Total annual expenses

   8.55%   11.18%   18.85% 

(1)

Expenses for the “Actual asset coverage as of September 30, 2019 (237%)” column are based on actual expenses incurred for the nine months ended September 30, 2019, on an annualized basis.

(2)

Expenses for the “200% asset coverage” column are based on pro forma expenses for the period for the nine months ended September 30, 2019, on an annualized basis, which assume a hypothetical asset coverage ratio of 200%. The maximum amount of borrowings that could be incurred by the Company is presented for comparative and informational purposes only and such information is not a representation of the amount of borrowings that the Company intends to incur or that would be available to the Company to be incurred.

(3)

Expenses for the “150% asset coverage” column are based on pro forma expenses for the period for the nine months ended September 30, 2019, on an annualized basis, which assume a hypothetical asset coverage ratio of 150% and the reduction in the annual base management fee from 1.5% to 1.0% on all assets financed using leverage over1.0x debt-to-equity under the Investment Advisory Agreement. The maximum amount of borrowings that could be incurred by the Company is presented for comparative and informational purposes only and such information is not a representation of the amount of borrowings that the Company intends to incur or that would be available to the Company to be incurred.

(4)

For the “200% asset coverage” and “150% asset coverage” columns, the Company’s base management fee is calculated at an annual rate of 1.50% and 1.34%, respectively, of the average weekly value of the Company’s gross assets excluding cash or cash equivalents. For purposes of the “200% asset coverage” and “150% asset coverage” columns, the table assumes average weekly gross assets of $5.1 billion and $7.6 billion, respectively. See “Impact on advisory fees paid by the Company” below.

(5)

For purposes of the “200% asset coverage” column, the table above assumes average weekly gross assets of $5.1 billion, total debt of $2.5 billion, interest income calculated by applying the ratio of annualized “total investment income” for the nine months ended September 30, 2019, on an annualized basis to the “investments, at fair value” as of September 30, 2019 to the pro forma assets as of September 30, 2019 and (iv) interest expense on incremental pro forma leverage of 5.15%, which was the weighted average interest rate on the Company’s indebtedness as of September 30, 2019. For purposes of the “150% asset coverage” column, the table above assumes average gross assets of $7.6 billion, total debt of $5.0 billion, interest income calculated by applying the ratio of annualized “total investment income” for the nine months ended September 30, 2019, on an annualized basis to the “investments, at fair value” as of September 30, 2019 to the pro forma assets as of September 30, 2019 and (iv) interest expense on incremental pro forma leverage of 5.15%, which was the weighted average interest rate on the Company’s indebtedness as of September 30, 2019. See “Impact on advisory fees paid by the Company” below.

(6)

As of September 30, 2019, the Company’s indebtedness bore a weighted average interest rate of 5.15%. For purposes of the “200% asset coverage” column, the table above assumes total debt outstanding of $2.5 billion (the maximum amount of borrowings that could be incurred by the Company under the current 200% asset coverage requirement as of September 30, 2019). For purposes of the “150% asset coverage” column, the table above assumes total debt outstanding of $5.0 billion (the maximum amount of borrowings that could be incurred by the Company under the proposed 150% asset coverage requirement as of September 30, 2019).

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(7)

“Other Expenses” include accounting, legal and auditing fees and excise and state taxes, as well as the reimbursement of the compensation of administrative personnel and fees payable to the Company’s directors who do not also serve in an executive officer capacity for the Company or the Advisor. The amount presented in the table reflects actual amounts incurred for the nine months ended September 30, 2019, on an annualized basis.

Combined Company Estimated Fees and Expenses

Estimated Annual Expenses

(as percentage of net assets attributable to common  stock)

  Pro Forma asset
coverage as of
September 30,  2019
(250%)(1)		  200% asset
coverage(2)		  150% asset
coverage(3)		 

Base management fees(4)

   2.62%   3.12%   4.12% 

Incentive fees(5)

   2.07%   2.42%   3.49% 

Interest payments on borrowed funds(6)

   3.78%   5.47%   10.57% 

Other expenses(7)

   0.59%   0.59%   0.59% 

Acquired fund fees and expenses

   0.00%   0.00%   0.00% 

Total annual expenses

   9.06%   11.60%   18.77% 

(1)

Expenses for the “Pro forma asset coverage as of September 30, 2019 (250%)” column are based on pro forma expenses incurred for the nine months ended September 30, 2019, on an annualized basis.

(2)

Expenses for the “200% asset coverage” column are based on pro forma expenses for the period for the nine months ended September 30, 2019, on an annualized basis, which assume a hypothetical asset coverage ratio of 200%. The maximum amount of borrowings that could be incurred by the Company is presented for comparative and informational purposes only and such information is not a representation of the amount of borrowings that the Company intends to incur or that would be available to the Company to be incurred.

(3)

Expenses for the “150% asset coverage” column are based on pro forma expenses for the period for the nine months ended September 30, 2019, on an annualized basis, which assume a hypothetical asset coverage ratio of 150% and the reduction in the annual base management fee from 1.5% to 1.0% on all assets financed using leverage over1.0x debt-to-equity under the Investment Advisory Agreement. The maximum amount of borrowings that could be incurred by the Company is presented for comparative and informational purposes only and such information is not a representation of the amount of borrowings that the Company intends to incur or that would be available to the Company to be incurred.

(4)

For the “200% asset coverage” and “150% asset coverage” columns, the Company’s base management fee is calculated at an annual rate of 1.50% and 1.34%, respectively, of the average weekly value of the Company’s gross assets excluding cash or cash equivalents. For purposes of the “200% asset coverage” and “150% asset coverage” columns, the table assumes average weekly gross assets of $10.6 billion and $15.7 billion, respectively. See “Impact on advisory fees paid by the Company” below.

(5)

For purposes of the “200% asset coverage” column, the table above assumes average weekly gross assets of $10.6 billion, total debt of $5.1 billion, interest income calculated by applying the ratio of annualized pro forma “total investment income” for the nine months ended September 30, 2019, on an annualized basis to the pro forma “investments, at fair value” as of September 30, 2019 to the pro forma assets as of September 30, 2019 and (iv) interest expense on incremental pro forma leverage of 5.10%, which was the pro forma weighted average interest rate on the Company’s indebtedness as of September 30, 2019. For purposes of the “150% asset coverage” column, the table above assumes average gross assets of $15.7 billion, total debt of $10.2 billion, interest income calculated by applying the ratio of annualized pro forma “total investment income” for the nine months ended September 30, 2019, on an annualized basis to the pro forma “investments, at fair value” as of September 30, 2019 to the pro forma assets as of September 30, 2019 and (iv) interest expense on incremental pro forma leverage of 5.10%, which was the pro forma weighted average interest rate on the Company’s indebtedness as of September 30, 2019. See “Impact on advisory fees paid by the Company” below.

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(6)

As of September 30, 2019, the Company’s pro forma indebtedness bore a weighted average interest rate of 5.10%. For purposes of the “200% asset coverage” column, the table above assumes total pro forma debt outstanding of $5.1 billion (the maximum amount of borrowings that could be incurred by the Company under the current 200% asset coverage requirement as of September 30, 2019). For purposes of the “150% asset coverage” column, the table above assumes total pro forma debt outstanding of $10.2 billion (the maximum amount of borrowings that could be incurred by the Company under the proposed 150% asset coverage requirement as of September 30, 2019).

(7)

“Other Expenses” include accounting, legal and auditing fees and excise and state taxes, as well as the reimbursement of the compensation of administrative personnel and fees payable to the Company’s directors who do not also serve in an executive officer capacity for the Company or the Advisor. The amount presented in the table reflects pro forma amounts incurred for the nine months ended September 30, 2019, on an annualized basis.

Examples. The following examples demonstrate the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in (i) the Company’s common stock and (ii) on a pro forma basis, the combined company’s common stock, respectively, assuming (1) actual asset coverage of (a) 237% for the Company and (b) 250% on a pro forma basis for the combined company, each as of September 30, 2019, (2) a hypothetical asset coverage ratio of 200% and (3) a hypothetical asset coverage ratio of 150%, assuming that the Company’s and combined company’s, as applicable, annual operating expenses remain at the levels set forth in the table above for the respective asset coverage ratio, except for the incentive fee based on income. Transaction expenses are not included in the following example.

An investor would pay the following expenses on a $1,000 investment in the Company’s common stock:

   1 year   3 years   5 years   10 years 

Based on the Actual Asset Coverage (237%) as of September  30, 2019

        

Assuming a 5% annual return (none of which is subject to the incentive fee based on capital gains)

  $72   $210   $343   $648 

Assuming a 5% annual return resulting entirely from net realized capital gains (all of which is subject to the incentive fee based on capital gains)

  $81   $236   $380   $703 

Based on 200% Asset Coverage

        

Assuming a 5% annual return (none of which is subject to the incentive fee based on capital gains)

  $88   $254   $407   $739 

Assuming a 5% annual return resulting entirely from net realized capital gains (all of which is subject to the incentive fee based on capital gains)

  $97   $278   $441   $782 

Based on 150% Asset Coverage

        

Assuming a 5% annual return (none of which is subject to the incentive fee based on capital gains)

  $143   $386   $584   $928 

Assuming a 5% annual return resulting entirely from net realized capital gains (all of which is subject to the incentive fee based on capital gains)

  $151   $406   $607   $946 

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An investor would pay the following expenses on a $1,000 investment in the combined company’s common stock:

   1 year   3 years   5 years   10 years 

Based on Pro Forma Asset Coverage (250%) as of September  30, 2019

        

Assuming a 5% annual return (none of which is subject to the incentive fee based on capital gains)

  $69   $204   $333   $633 

Assuming a 5% annual return resulting entirely from net realized capital gains (all of which is subject to the incentive fee based on capital gains)

  $79   $229   $371   $689 

Based on Pro Forma 200% Asset Coverage

        

Assuming a 5% annual return (none of which is subject to the incentive fee based on capital gains)

  $90   $259   $413   $747 

Assuming a 5% annual return resulting entirely from net realized capital gains (all of which is subject to the incentive fee based on capital gains)

  $99   $282   $447   $790 

Based on Pro Forma 150% Asset Coverage

        

Assuming a 5% annual return (none of which is subject to the incentive fee based on capital gains)

  $145   $392   $590   $933 

Assuming a 5% annual return resulting entirely from net realized capital gains (all of which is subject to the incentive fee based on capital gains)

  $154   $411   $613   $950 

The above tables are to assist you in understanding the various costs and expenses that an investor in the Company’s common stock and, on a pro forma basis, the combined company’s common stock, respectively, will bear directly or indirectly. The examples assume, as required by the SEC, that no subordinated incentive fee on income would be accrued and payable in any of the indicated time periods. Performance will vary and may result in a return greater or less than 5%. If the Company were to achieve sufficient returns on its investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, its expenses, and returns to its investors, would be higher. In addition, while the example assumes reinvestment of all distributions at net asset value, reinvestment of distributions under the distribution reinvestment plans may occur at a price per share that differs from the then-current net asset value per share of common stock of the respective company.

While the above tables assume as indicated an asset coverage ratio of 150%, the Advisor, in consultation with the Board, will determine the appropriate level of leverage for the Company based on a variety of factors. As such, even if the Leverage Proposal is approved, the Company may continue to operate with lower levels of leverage (i.e., higher asset coverage ratios).

Risks Relative to the Benefits Associated With the Use of Increased Leverage

The Board considered how increased leverage could increase the risks associated with investing in the Company’s common stock. For example, if the value of the Company’s assets decreases, leverage will cause the Company’s net asset value to decline more rapidly and to a greater extent than it otherwise would have without leverage or with lower leverage, increasing the risk of investing in the Company’s common stock. Similarly, any decrease in the Company’s revenue would cause its net income to decline more rapidly and to a greater extent than it would have if the Company had not borrowed or had borrowed less. In addition, the Company would have to service any additional debt that it incurs, including interest expense on debt and dividends on preferred stock that the Company may issue, as well as the fees and costs related to the entry into or amendments to debt facilities. These expenses (which would be higher than the expenses on the Company’s current borrowings due to the rising interest rate environment) would decrease net investment income, and the Company’s ability to pay such expenses will depend largely on the Company’s financial performance and will be subject to prevailing

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economic conditions and competitive pressures. For additional information regarding risks relating to the Company’s use of leverage, see “Risk Factors—Risks Related to Debt Financing” in the Company’s annual report onForm 10-K, filed on March 19, 2019.

Since the Company already uses leverage in optimizing its investment portfolio, there are no material new types of risk associated with the ability to increase leverage, although risks to which the Company is already subject due to its use of leverage would be increased. The Board concluded that the potential benefits of increased leverage outweigh these risks. Management also discussed with the Board its plan to continue the Company’s current investment strategy and framework and ensure that the Company maintains sound risk management processes to navigate the risks associated with expanded leverage.

Impact on advisory fees paid by the Company

The base management fee payable to the Advisor pursuant to the Investment Advisory Agreement is calculated at an annual rate of 1.50% of the average weekly value of the Company’s gross assets excluding cash and cash equivalents, which base management fee is reduced from 1.5% to 1.0% on all assets financed using leverage over 1.0xdebt-to-equity. As such, incurring additional leverage would increase the management fee payable to the Advisor. On an actual basis without giving effect to the Mergers, (i) if the Company doubled the amount of its borrowings as of September 30, 2019, the base management fee would increase by 32.0% and (ii) if the Company incurred the maximum amount of borrowings that could be incurred by the Company under the 150% minimum asset coverage ratio as of September 30, 2019, the base management fee would increase by 52.0%, in each case because the base management fee is based on gross assets. On a pro forma basis giving effect to the Mergers, (i) if the combined company doubled the amount of its borrowings as of September 30, 2019, the base management fee would increase by 31.8% and (ii) if the combined company incurred the maximum amount of borrowings that could be incurred by the Company under the 150% minimum asset coverage ratio as of September 30, 2019, the base management fee would increase by 57.0%, in each case because the base management fee is based on gross assets. In addition, as additional leverage would magnify positive returns, if any, on the Company’s portfolio, the Company’s net investment income may exceed the quarterly hurdle rate for the subordinated incentive fee on income payable to the Advisor pursuant to the Investment Advisory Agreement at a lower average return on the Company’s portfolio. Thus, the Board considered that, if the Company incurs additional leverage, the Advisor may receive additional incentive fees without any corresponding increase (and potentially with a decrease) in the Company’s performance. As a result, in the event that the Leverage Proposal is approved by the stockholders, aggregate fees payable to the Advisor under the Investment Advisory Agreement may increase depending on the amount of additional leverage incurred, irrespective of the return on the incremental assets. The Board also noted that sourcing additional investment opportunities to deploy any additional capital will require additional time and effort on the part of the Advisor and its investment personnel.

Additional Disclosure Obligations

The Board also noted that the Company must comply with the following additional disclosure requirements upon approval of the application of the 150% minimum asset coverage ratio to the Company by the stockholders as set forth herein:

not later than five (5) business days after the date on which the 150% minimum asset coverage ratio is approved, the Company is required to disclose such approval, and the effective date of such approval, in (1) a filing submitted to the SEC under Section 13(a) or 15(d) of the Exchange Act; and (2) a notice on the Company’s website;

the Company is required to disclose, in each periodic filing required under Section 13(a) of the Exchange Act: (1) the aggregate principal amount or liquidation preference, as applicable, of the senior securities issued by the Company and the asset coverage ratio as of the date of the Company’s most recent financial statements included in that filing; (2) that the 150% minimum asset coverage ratio was approved; and (3) the effective date of such approval; and

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as an issuer of common stock, the Company is also required to include in each periodic filing required under Section 13(a) of the Exchange Act disclosures that are reasonably designed to ensure that the Company’s stockholders are informed of: (1) the amount of senior securities (and the associated asset coverage ratios) of the Company, determined as of the date of the most recent financial statements of the Company included in the filing; and (2) the principal risk factors associated with the senior securities described in the preceding clause, to the extent that risk is incurred by the Company.

Other Considerations

In addition, the Board considered that holders of any senior securities, including any additional senior securities that the Company may be able to issue as a result of the reduced asset coverage requirements, will have fixed-dollar claims on the Company’s assets that are superior to the claims of the stockholders. In the case of a liquidation event, holders of these senior securities would receive proceeds to the extent of their fixed claims before any distributions are made to the stockholders, and the issuance of additional senior securities may result in fewer proceeds remaining for distribution to the stockholders if the assets purchased with the capital raise from such issuances decline in value.

Conclusion

Based on its consideration of each of the above factors and such other information as the Board deemed relevant, the Board concluded that the Leverage Proposal is in the best interests of the Company and the stockholders and recommended that the stockholders approve the Leverage Proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF

THE APPLICATION OF THE REDUCED ASSET COVERAGE REQUIREMENTS IN

SECTION 61(A)(2) OF THE 1940 ACT TO THE COMPANY.

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PROPOSAL 3: AUTHORIZATION TO OFFER AND SELL SHARES OF COMMON STOCK BELOW NET ASSET VALUE FOLLOWING THE LISTING OF THE COMPANY’S COMMON STOCK ON A NATIONAL SECURITIES EXCHANGE

Background

The 1940 Act generally prohibits the Company, as a BDC, from offering and selling shares at a price per share, after deducting underwriting commissions and discounts, below the then-current net asset value (“NAV”) per share unless the policy and practice of doing so is approved by the Company’s stockholders within one year immediately prior to any such sales.

The Company is seeking stockholder approval of the Share Issuance Proposal, which, if approved, would allow the Company to sell its Shares below NAV per Share in order to provide flexibility for future sales, which typically are undertaken quickly in response to market conditions, following the listing of the Company’s common stock on a national securities exchange. The Company believes that it is important to maintain consistent access to capital through the public and private equity markets to enable the Company to raise capital for the Company’s operations, including to repay outstanding indebtedness of the Company, to continue to build the Company’s investment portfolio or for other general corporate purposes, as and when the Board believes it is in the Company’s best interests and that of stockholders. The final terms of any such sales will be determined by the Board at the time of sale. Also, because the Company does not have any immediate plans to sell any Shares at a price below NAV per Share, it is impracticable to describe the transaction or transactions in which such Shares would be sold. Instead, any transaction where the Company would sell Shares, including the nature and amount of consideration that would be received by the Company at the time of sale and the use of any such consideration, will be reviewed and approved by the Board at the time of sale. If the Share Issuance Proposal is approved, the Company will not solicit further authorization from its stockholders prior to any such sale, and the authorization would be effective for Shares sold during the next 12 months following stockholder approval. This proxy statement is not an offer to sell securities of the Company. Securities may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from SEC registration requirements.

The Share Issuance Proposal limits the maximum number of Shares salable at a price below NAV per Share, on an aggregate basis, including any prior offerings made pursuant to this authority, to 25% of the Company’s then outstanding Shares immediately prior to each such sale. Furthermore, pursuant to this authority, there would be no limit on the discount to NAV per Share at which Shares could be sold. See below for a discussion and an example of the dilutive effect of the sale of Shares at a price below NAV per Share.

The Board, including a majority of the independent directors and a majority of directors who have no financial interest in the Share Issuance Proposal, has approved the Share Issuance Proposal as in the best interests of the Company and its stockholders and recommends it to the stockholders for their approval.

1940 Act Conditions for Sales at a Price below NAV per Share

The Company’s ability to issue Shares at a price below NAV per Share is governed by the 1940 Act. Specifically, Section 63(2) of the 1940 Act provides that the Company may offer and sell shares at prices below the then-current NAV per share with stockholder approval, if:

it is determined that any such sales would be in the best interests of the Company and its stockholders by (1) a majority of the Company’s independent directors and (2) a majority of the Company’s directors who have no financial interest in the proposal (such approvals together, a “required majority of directors”); and

a required majority of directors, in consultation with the underwriter or underwriters of the offering, if it is underwritten, have determined in good faith, and as of a time immediately prior to the first solicitation by or on behalf of the Company of a firm commitment to purchase shares or immediately prior to the issuance of shares, that the price at which shares are to be sold is not less than a price which closely approximates the market value for shares, less any distributing commission or discount.

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Without the approval of stockholders to offer and sell Shares at prices below NAV per Share, the Company would be prohibited from selling Shares to raise capital when the market price for Shares is below the then-current NAV per Share.

Board Approval

The Board is recommending that stockholders vote in favor of the Share Issuance Proposal. The Board has concluded that the Share Issuance Proposal is in the best interests of the Company and its stockholders. In doing so, the Board, including the independent directors, considered and evaluated various factors, including the following, as discussed more fully below:

possible long-term benefits to the Company’s stockholders; and

possible dilution to the Company’s NAV per Share under various hypothetical scenarios.

In determining whether or not to offer and sell the Company’s Shares at a price per Share below NAV per Share, the Board has a duty to act in the Company’s best interests and that of stockholders and must comply with the other requirements of Section 63(2) of the 1940 Act. If stockholders of the Company do not approve the Share Issuance Proposal, the Board will consider and evaluate its options to determine what alternatives are in the Company’s best interests and that of the Company’s stockholders.

Reasons to Offer Shares at a Price Below NAV per Share

As a BDC and a regulated investment company (“RIC”) for tax purposes, the Company may want to raise capital through the sale of Shares. RICs generally must distribute substantially all of their earnings from dividends, interest and short-term gains to stockholders in order to achieve pass-through tax treatment, which prevents the Company from using those earnings to support new investments. Further, for the same reason, the Company, in order to borrow money or issue preferred stock, must maintain “asset coverage,” as defined in the 1940 Act, of at least 200%, which generally requires it to finance its investments with at least as much common equity as debt and preferred stock in the aggregate. If the Leverage Proposal is approved by the stockholders, the minimum asset coverage ratio will be reduced from 200% to 150%. Therefore, the Company endeavors to maintain consistent access to capital through the public and private equity markets to enable the Company to raise capital for the Company’s operations, including to repay outstanding indebtedness of the Company, to continue to build the Company’s investment portfolio or for other general corporate purposes, as and when the Board believes it is in the Company’s best interests and that of stockholders.

The Company believes that market conditions may from time to time provide attractive opportunities to deploy capital, including at times when the Shares may be trading at a price below NAV per Share. For example, during the global financial crisis of 2008 and for several years afterward, the global capital markets experienced a period of disruption as evidenced by a lack of liquidity in the debt capital markets, significant write-offs in the financial services sector, there-pricing of credit risk in the broadly syndicated credit market and the failure of certain major domestic and international financial institutions. Despite actions of the United States federal government and foreign governments, these events contributed to worsening general economic conditions that materially and adversely impacted the broader financial and credit markets and reduced the availability of debt and equity capital for the market as a whole and financial services firms in particular. During that period of time, many investors sold assets in order to repay debt or meet equity redemption requirements or other obligations. This dynamic created forced selling (which could return should global markets experience future disruption similar to such disruption) that negatively impacted valuations of debt securities in most markets. This negative pressure on valuations contributed to significant unrealized write-downs of debt investments of many finance companies. However, these changes in market conditions also had beneficial effects for capital providers, including more favorable pricing of risk and more creditor-friendly contractual terms. Further, although valuations had partially recovered during that period of time, additional opportunity continued to remain in the secondary market. Accordingly, for those firms that continued to have access to capital, such an environment had

45

the potential to provide investment opportunities on more favorable terms than would otherwise have been available. The Company’s ability to take advantage of these opportunities in the future is dependent upon its access to capital.

Even though the underlying performance of a particular portfolio company may not necessarily indicate impairment or its inability to repay all principal and interest in full, the volatility in the debt capital markets may negatively impact the valuations of debt investments and result in further unrealized write-downs of those debt investments. These unrealized write-downs, as well as unrealized write-downs based on the underlying performance of the Company’s portfolio companies, if any, negatively impact stockholders’ equity and the Company’s asset coverage.

Failing to maintain the asset coverage ratio required by the 1940 Act could have severe negative consequences for a BDC, including the inability to pay distributions to its stockholders, breaching debt covenants and failure to qualify for tax treatment as a RIC. Although the Company does not currently expect that it will fail to maintain asset coverage of at least 200% or, if the Leverage Proposal is approved by the stockholders, at least 150%, the markets in which it operates and the general economy remain volatile and uncertain. Continued volatility in the capital markets and the resulting negative pressure on debt investment valuations could negatively impact the Company’s asset valuations, stockholders’ equity and the Company’sdebt-to-equity ratio.

As noted above, market disruption has, in the past, resulted in good opportunities to invest at attractive risk-adjusted returns. However, the extreme volatility and dislocation that the capital markets experienced also materially and adversely impacted the broader financial and credit markets and reduced the availability of debt and equity capital for the market as a whole and financial services firms in particular. If these adverse market conditions return and/or worsen in the future, the Company and other companies in the financial services sector may not have access to sufficient debt and equity capital in order to take advantage of these good investment opportunities. In addition, the debt capital that will be available, if at all, may be at a higher cost and on less favorable terms and conditions in the future.

At times Shares may trade at a discount to NAV per Share and at times Shares may trade at a market price in excess of NAV. The possibility that Shares will trade at a discount to NAV per Share or at premiums that are unsustainable over the long term is a risk separate and distinct from the risk that the Company’s NAV will decrease. It is not possible to predict whether the Shares that may be offered pursuant to the Share Issuance Proposal, if approved, will trade at, above, or below the then-current NAV per Share.

Recent dislocations in the credit markets have led to significant stock market volatility, particularly with respect to the stock of financial services companies. During times of increased price volatility, Shares may trade below the Company’s NAV per Share, which is not uncommon for BDCs. As noted above, however, these periods of market volatility and dislocation created, and may create again, favorable opportunities for the Company to make investments at attractive risk-adjusted returns, including opportunities that, all else being equal, may increase NAV over the longer-term, even if financed with the issuance of Shares at a price below NAV per Share. Stockholder approval of the Share Issuance Proposal, subject to the conditions set forth in the Share Issuance Proposal, would provide the Company with the flexibility to invest in such opportunities and would enable the Company to raise capital for the Company’s operations, including to repay outstanding indebtedness of the Company and for other general corporate purposes.

The Board believes that having the flexibility to issue Shares at a price below NAV per Share in certain instances is in the best interests of the Company and its stockholders and would provide added financial flexibility to comply with BDC, RIC and credit facility requirements the Company and its subsidiaries may face from time to time, including the requirement to maintain the required asset coverage ratio under the 1940 Act, and would provide access to capital markets to pursue attractive investment opportunities and/or repay any outstanding indebtedness or for other corporate purposes. The flexibility to issue Shares at a price below the then-current NAV per Share could also minimize the likelihood that the Company would be required to sell assets to raise capital at prices it believed to be less than such assets’ intrinsic values.

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While the Company has no immediate plans to sell its Shares at a price below NAV per Share, it is seeking stockholder approval of the Share Issuance Proposal in order to maintain access to the markets if the Company determines, following the listing of the Company’s common stock on a national securities exchange, it should sell Shares at a price below NAV per Share, which typically must be undertaken quickly. The final terms of any such sale will be determined by the Board at the time of issuance and the Shares will not include preemptive rights. Also, because the Company has no immediate plans to issue any Shares, it is impracticable to describe the transaction or transactions in which such Shares would be issued. Instead, any transaction where the Company issues such Shares, including the nature and amount of consideration that would be received by the Company at the time of issuance and the use of any such consideration, will be reviewed and approved by the Board at the time of issuance. If the Share Issuance Proposal is approved, no further authorization from the stockholders will be solicited prior to any such issuance in accordance with the terms of the Share Issuance Proposal. If approved, the authorization would be effective for securities issued during the next 12 months following stockholder approval.

Conditions to the Sale of Shares below NAV per Share

If stockholders approve the Share Issuance Proposal, the Company will sell Shares at a price below NAV per Share only if the following conditions are met:

the Company’s common stock has been listed on a national securities exchange;

it is determined that any such sales would be in the best interests of the Company and its stockholders by a required majority of directors;

a required majority of directors, in consultation with the underwriter or underwriters of the offering, if it is underwritten, have determined in good faith, and as of a time immediately prior to the first solicitation by or on behalf of the Company of a firm commitment to purchase Shares or immediately prior to the issuance of Shares, that the price at which Shares are to be sold is not less than a price which closely approximates the market value for Shares, less any distributing commission or discount; and

the cumulative number of Shares sold pursuant to such authority does not exceed 25% of the Company’s then outstanding Shares immediately prior to each such sale.

Dilution

Before voting on the Share Issuance Proposal or giving proxies with regard to this matter, stockholders should consider the potentially dilutive effect on the Company’s NAV per Share as a result of the issuance of Shares at a price less than NAV per Share. Any sale of Shares by the Company at a price below NAV per Share would result in an immediate dilution to existing stockholders on a per Share basis. This dilution would include reduction in the NAV per Share as a result of the issuance of Shares at a price below NAV per Share and a proportionately greater decrease in a stockholder’s per Share interest in the earnings and assets of the Company and per Share voting interest in the Company. The Board has considered the potential dilutive effect of the issuance of Shares at a price below NAV per Share under various hypothetical scenarios and will consider again such dilutive effect when considering whether to authorize any specific issuance of Shares below NAV per Share.

The 1940 Act establishes a connection between the price at which common stock is sold and NAV because, when common stock is sold at a price per share below NAV per share, the resulting increase in the number of outstanding shares of common stock is not accompanied by a proportionate increase in the net assets of the issuer. Stockholders of the Company should also consider that they will have no subscription, preferential or preemptive rights to shares authorized for issuance, and thus any future issuance of shares at a price below NAV per share would dilute a stockholder’s holdings of shares as a percentage of shares outstanding to the extent the stockholder does not purchase sufficient shares in the offering or otherwise to maintain the stockholder’s

47

percentage interest. Further, if the stockholder does not purchase, or is unable to purchase, any shares to maintain the stockholder’s percentage interest, regardless of whether such offering is at a price above or below the then-current NAV per share, the stockholder’s voting power will be diluted.

The precise extent of any such dilution to the Company’s common stock cannot be estimated before the terms of a common stock offering are set. As a general proposition, however, the amount of potential dilution will increase as the size of the offering increases. Another factor that will influence the amount of dilution resulting from an offering is the amount of net proceeds that the Company receives from such offering. The Board would expect that the net proceeds to the Company will be equal to the price that investors pay per Share, less the amount of any underwriting discounts and commissions—typically approximately 95% of the market price.

The following examples indicate how an offering would immediately affect the NAV per Share of the Company’s common stock based on the assumptions set forth below. The examples do not include any effects or influence on the market price for Shares due to changes in investment performance over time, distribution policy, increased trading volume or other qualitative aspects of the Shares.

Examples of Dilutive Effect of the Issuance of Shares at a Price Below NAV per Share

Impact on Existing Stockholders who do not Participate in the Offering

Existing stockholders of the Company who do not participate, or who are not given the opportunity to participate, in an offering below NAV per Share by the Company or who do not buy additional Shares in the secondary market at the same or lower price obtained by the Company in the offering (after expenses and any underwriting discounts and commissions) face the greatest potential risks. All stockholders will experience an immediate decrease (often called dilution) in the NAV per Share of the Shares they hold. Stockholders who do not participate in the offering will also experience a disproportionately greater decrease in their participation in the Company’s earnings and assets and their voting power than stockholders who do participate in the offering. All stockholders may also experience a decline in the market price of their Shares, which often reflects, to some degree, announced or potential increases and decreases in NAV per Share. A decrease could be more pronounced as the size of the offering and level of discounts increase.

The following examples illustrate the level of NAV per Share dilution that would be experienced by a nonparticipating stockholder in four different hypothetical common stock offerings of different sizes and levels of discount to NAV per Share, although it is not possible to predict the level of market price decline that may also occur. Actual sales prices and discounts may differ from the presentation below.

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The examples assume that Entity XYZ has 1,000,000 shares of common stock outstanding, $15,000,000 in total assets and $5,000,000 in total liabilities. The current NAV and NAV per share are thus $10,000,000 and $10.00, respectively. The table below illustrates the dilutive effect on nonparticipating stockholder A of (1) an offering of 50,000 shares (5% of the outstanding shares) at $9.50 per share after offering expenses and any underwriting discounts and commissions (a 5% discount to NAV per share); (2) an offering of 100,000 shares (10% of the outstanding shares) at $9.00 per share after offering expenses and any underwriting discounts and commissions (a 10% discount to NAV per share); and (3) an offering of 200,000 shares (20% of the outstanding shares) at $8.00 per share after offering expenses and any underwriting discounts and commissions (a 20% discount to NAV per share).

   Prior to
Sale Below
NAV per
Share		  Example 1
5% offering at
5% Discount		  Example 2
10% offering at
10% Discount		  Example 3
20% offering at
20% Discount		 
 Following
Sale		  %
Change		  Following
Sale		  %
Change		  Following
Sale		  %
Change		 

Offering Price

        

Price per Share to Public

   —    $10.05   —    $9.52   —    $8.47   —   

Net Proceeds per Share to Issuer

   —    $9.50   —    $9.00   —    $8.00   —   

Decrease to NAV per Share

        

Total Shares Outstanding

   1,000,000   1,050,000   5.00%   1,000,000   10.00%   1,200,000   20.00% 

NAV per Share

  $10.00  $9.98   (0.20)%  $9.91   (0.90)%  $9.67   (3.30)% 

Dilution to Stockholder

        

Shares Held by Stockholder A

   10,000   10,000   —     10,000   —     10,000   —   

Percentage Held by Stockholder A

   1.00%   0.95%   (5.00)%   0.91%   (9.00)%   0.83%   (17.00)% 

Total Asset Values

        

Total NAV Held by Stockholder A

  $100,000  $99,800   (0.20)%  $99,100   (0.90)%  $95,700   (3.30)% 
   Prior to
Sale Below
NAV per
Share		  Example 1
5% offering at
5% Discount		  Example 2
10% offering at
10% Discount		  Example 3
20% offering at
20% Discount		 
 Following
Sale		  %
Change		  Following
Sale		  %
Change		  Following
Sale		  %
Change		 

Total Investment by Stockholder A (Assumed to be $10.00 per Share)

  $100,000  $100,000   —    $100,000   —    $100,000   —   

Total Dilution to Stockholder A (Total NAV Less Total Investment)

   —    $(200)   —    $(900)   —    $(3,300)   —   

Per Share Amounts

        

NAV per Share Held by Stockholder A

   —    $9.98   —    $9.91   —    $9.67   —   

Investments per Share Held by Stockholder A (Assumed to be $10.00 per Share on Shares Held Prior to Sale)

  $10.00  $10.00   —    $10.00   —    $10.00   —   

Dilution per Share Held by Stockholder A (NAV per Share Less Investment per Share)

   —    $(0.02)   —    $(0.09)   —    $(0.33)   —   

Percentage Dilution to Stockholder A (Dilution per Share Divided by Investment per Share)

   —     —     (0.20)%   —     (0.90)%   —     (3.30)% 

Impact on Existing Stockholders who Participate in the Offering

An existing stockholder of the Company who participates in an offering by the Company of Shares at a price below NAV per Share or who buys additional Shares in the secondary market at the same or lower price as obtained by the Company in an offering (after expenses and any underwriting discounts and commissions) will experience the same types of NAV per Share dilution as the nonparticipating stockholders, albeit at a lower level, to the extent they purchase less than the same percentage of the discounted offering as their interest in the Shares immediately prior to the offering. The level of NAV per Share dilution on an aggregate basis will decrease as the number of Shares such stockholders purchase increases. Existing stockholders of the Company who buy more than such percentage will experience NAV per Share dilution, but will, in contrast to existing stockholders of the Company who purchase less than their proportionate share of the offering, experience an increase (often called accretion) in NAV per share over their investment per share and will also experience a disproportionately greater increase in their participation in the Company’s earnings and assets and their voting power than the Company’s

49

increase in assets, potential earning power and voting interests due to the offering. The level of accretion will increase as the excess number of shares such stockholder purchases increases. Even a stockholder who over-participates will, however, be subject to the risk that the Company may make additional discounted offerings in the future in which such stockholder does not participate, in which case such stockholder will experience NAV per share dilution as described above in such subsequent offerings. These stockholders may also experience a decline in the market price of their shares, which often reflects, to some degree, announced or potential increases and decreases in NAV per share. Their decrease could be more pronounced as the size of the Company’s offering and level of discount to NAV per share increases.

The following examples assume that Entity XYZ has 1,000,000 shares of common stock outstanding, $15,000,000 in total assets and $5,000,000 in total liabilities. The current NAV and NAV per share are thus $10,000,000 and $10.00, respectively. The table below illustrates the dilutive and accretive effect in the hypothetical 20% discount offering from the prior chart for stockholder A that acquires shares equal to (1) 50% of their proportionate share of the offering (i.e., 1,000 shares, which is 0.50% of the offering of 200,000 shares rather than their 1.00% proportionate share) and (2) 150% of their proportionate share of the offering (i.e., 3,000 shares, which is 1.50% of the offering of 200,000 shares rather than their 1.00% proportionate share). The Company’s prospectus pursuant to which any offering of Shares by the Company at a price less than the then-current NAV per share is made will include a chart for its example based on the actual number of shares in such offering and the actual discount to the most recently determined NAV per share.

   50% Participation  150% Participation    
   Prior to Sale
Below NAV
per Share		  Following
Sale		  %
Change		  Following
Sale		  %
Change		 

Offering Price

      

Price per share to public

   —    $8.47   —    $8.47   —   

Net proceeds per share to issuer

   —    $8.00   —    $8.00   —   

Increases in shares and Decrease to NAV per share

      

Total shares outstanding

   1,000,000   1,200,000   20.00%   1,200,000   20.00% 

NAV per share

  $10.00  $9.67   (3.30)%  $9.67   (3.30)% 

(Dilution)/Accretion to Participating Stockholder A

      

Shares held by stockholder A

   10,000   11,000   10.00%   13,000   30.00% 

Percentage held by stockholder A

   1.0%   0.92%   (8.00)%   1.08%   8.00% 

Total Asset Values

      

Total NAV held by stockholder A

  $100,000  $106,370   6.37%  $125,710   25.71% 

Total investment by stockholder A (assumed to be $10.00 per share on shares held prior to sale)

  $100,000  $108,470   8.47%  $125,410   25.41% 

Total (dilution)/accretion to stockholder A (total NAV less total investment)

   —     (2,100)   —    $300   —   

Per Share Amounts

      

NAV per share held by stockholder A

   —    $9.67   —    $9.67   —   

Investment per share held by stockholder A (assumed to be $10.00 per share on shares held prior to sale)

  $10.00  $9.86   (1.40)%  $9.65   (3.50)% 

(Dilution)/accretion per share held by stockholder A (NAV per share less investment per share)

   —    $(0.19)   —    $0.02   —   

Percentage (dilution)/accretion to stockholder A (dilution/ accretion per share divided by investment per share)

   —     —     (1.93)%   —     0.21% 

Other Considerations

In reaching its recommendation to stockholders to approve the Share Issuance Proposal, the Board considered a possible source of conflict of interest due to the fact that the proceeds from the issuance of additional Shares may increase the management fees that the Company pays to the Advisor as such fees are partially based on the value of the Company’s gross assets. The Board, including the independent directors, concluded that, prior to approving any issuance of Shares below NAV per Share, it would determine that the

50

benefits to the Company’s stockholders from increasing the Company’s capital base or from other uses would outweigh any detriment from increased management fees.

Potential Investors

The Company has not solicited any potential buyers of the Shares that it may elect to issue in any future offering of Shares to comply with the federal securities laws. No Shares are earmarked for management or other affiliated persons of the Company. However, members of the Company’s management and other affiliated persons may participate in an offering of Shares by the Company on the same terms as others.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE

“FOR” THE SHARE ISSUANCE PROPOSAL.

51

SUBMISSION OF STOCKHOLDER PROPOSALS

The Company’s Third Amended and Restated Bylaws require the CompanyA stockholder who intends to hold an annual meeting of the stockholders for the election of directors and the transaction of any business within the powers of the Company onpresent a date andproposal at a time set by the Board. In addition, the Company will hold special meetings as required or deemed desirable, or upon the request of holders of at least 10% of the Company’s outstanding Shares entitled to vote. Any stockholder that wishes to submit a proposal for consideration at a subsequent meeting of the stockholders should mail the proposal promptly to the Secretary of the Company. Any proposal to be considered for submission to stockholders must comply with Rule14a-8 promulgated under the Exchange Act and must be received by the Company in accordance with the Company’s Third Amended and Restated Bylaws and any other applicable law, rule, or regulation regarding director nominations. When submitting a nomination to the Company for consideration, a stockholder must provide certain information that would be required under applicable SEC rules, including the following minimum information for each director nominee: full name, age, and address; class, series and number of Shares beneficially owned by the nominee, if any; the date such Shares were acquired and the investment intent of such acquisition; whether such stockholder believes the individual is an “interested person” of the Company, as defined in the 1940 Act; and all other information required to be disclosed in solicitations of proxies for election of directors in an election contest or that is otherwise required. To date, the Company has not received any recommendations from stockholders requesting consideration of a candidate for inclusion among the committee’s slate of nominees in the Company’s proxy statement.

Pursuant to the Company’s Third Amended and Restated Bylaws, for a director nomination or other business to be considered for the next2021 annual meeting of stockholders, noticeincluding nomination of a director, must be providedsubmit the proposal in writing and delivered to the Secretary of the Company at FS KKR Capital Corp. II, 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112, and the Company’s principal executive office before July 19, 2019, but not before June 19, 2019, which such dates areCompany must receive the 90th day and 120th day, respectively, prior to the first anniversary of the date of mailing of the noticeproposal no later than December 10, 2020 in order for the 2018 meeting of stockholders. In the event that the date of mailing of the notice for the Company’s 2019 annual meeting of stockholders is advanced or delayed by more than 30 days from the first anniversary of the date of mailing of the notice for 2018 annual meeting of stockholders, which is expected to mailed on or about October 17, 2018, a notice by the stockholderproposal to be timely must be so delivered not earlier than the 120th day prior to the date of mailing of the notice for the 2019 annual meeting of stockholders and not later than close of business on the later of the 90th day prior to the date of mailing of the notice for the 2019 annual meeting of stockholders or the tenth day following the day on which public announcement of the date of mailing of the notice for the 2019 annual meeting of stockholders is first made. The timely submission of a proposal does not guarantee its inclusion.

Any stockholder proposals submitted pursuant to Rule14a-8 promulgated under the Exchange Actconsidered for inclusion in the Company’s proxy statement and form of proxy for the 2019 annualthat meeting of stockholders must be received by the Company on or before July 19, 2019 (or if the 20192021 annual meeting of stockholders is held more than 30 days before or after the first anniversary of the 20182020 annual meeting of stockholders, the Company must receive such proposal within a reasonable time prior to the Company beginning to print and distribute proxy materials for such meeting). Such

Notices of intention to present proposals, including nomination of a director, at the Company’s 2021 annual meeting of stockholders should be addressed to the Secretary of the Company and should be received by the Company between November 10, 2020 and 5:00 p.m., Eastern Time, on December 10, 2020, which such dates are the 120th day and the 90th day, respectively, prior to the first anniversary of the date that the Company’s proxy statement was released to stockholders for the 2020 annual meeting of stockholders. In the event that the date of the Company’s 2021 annual meeting of stockholders is advanced or delayed by more than 30 days from the first anniversary of the 2020 annual meeting of stockholders, a notice by the stockholder to be timely must alsobe so delivered not earlier than the 120th day prior to the date of mailing of the notice of the 2021 annual meeting of stockholders and not later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to the date of mailing of the notice of the 2021 annual meeting of stockholders or the tenth day following the day on which public announcement of the date of the 2021 annual meeting of stockholders is first made. The submission of a proposal does not guarantee its inclusion in the Company’s proxy statement or presentation at a meeting unless certain securities law requirements are met. The Company reserves the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with the requirements as to form and substance established by the SEC if such proposals are to be included in the proxy statement and form of proxy. Any such proposal should be mailed to: FS Investment Corporation II, 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112, Attention: Corporate Secretary.foregoing or other applicable requirements.

OTHER MATTERS TO COME BEFORE THE MEETING

The Board is not aware of any matters that will be presented for action at the Annual Meeting other than the matters set forth herein. Should any other matters requiring a vote of stockholders arise, it is intended that the proxies that do not contain specific instructions to the contrary will be voted in accordance with the judgment of the persons named in the enclosed form of proxy.

 

3652

INVESTMENT ADVISER AND ADMINISTRATOR

ANDSUB-ADMINISTRATORCO-ADMINISTRATOR

Set forth below are the names and addresses of the Company’s investment adviser and administrator andsub-administrator:co-administrator:

 

INVESTMENT ADVISER

AND ADMINISTRATOR

  

SUB-ADMINISTRATORCO-ADMINISTRATOR

FS/KKR Advisor, LLC

201 Rouse Boulevard

Philadelphia, PA 19112

  

State Street Bank and

Trust Company

One Lincoln Street,

Mailstop SUM 0703

Boston, MA 02111

PLEASE VOTE PROMPTLY BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE ACCOMPANYING POSTAGE PAID RETURN ENVELOPE OR BY FOLLOWING THE INSTRUCTIONS PRINTED ON THE PROXY CARD, WHICH PROVIDES INSTRUCTIONS FOR AUTHORIZING A PROXY BY TELEPHONE OR THROUGH THE INTERNET. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

 

3753

FS INVESTMENT CORPORATIONKKR CAPITAL CORP. II

201 ROUSE BOULEVARDRouse Boulevard

PHILADELPHIA,Philadelphia, PA 19112

  

LOGOLOGO

 

VOTE BY INTERNET -www.proxyvote.com or scan the QR Barcode aboveabove.

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before thecut-off date or meeting date. FollowHave your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

 

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically viae-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

 

GENERAL QUESTIONS

1-855-486-7904

VOTE BY PHONE -1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before thecut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

GENERAL QUESTIONS

1-855-486-7904

 

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

KEEP THIS PORTION FOR YOUR RECORDS

— — — — —  —  —  — — —  —  —  — — — —  —  — —  —  —  —  —  — —  —  — —  —  —  —  —  —  —  — — —  — — — — — — — — — — — — — — — — — — —

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

 

FS INVESTMENT CORPORATION II

     

 

For  

All  

 

 

Withhold  

All  

 

 

For All

Except

     

 

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

    
     The Board of Directors recommends you vote FOR the following:        
  

 

1.

 

 

Election of Directors

    

 

☐  

 

 

☐

 

 

☐

  

 

 

   

 

Nominees:

              
                  
   01. Barbara Adams 05.    Jeffrey K. Harrow          
   02. Frederick Arnold 06.    James H. Kropp          
   03. Brian R. Ford 07.    Joseph P. Ujobai          
   04. Michael J. Hagan             
  
  The Board of Directors recommends you vote FOR the following proposal:

 

   For     Against     Abstain  
  
  2. To ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. ☐     ☐     ☐  
  

 

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

      
  

 

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

 

        
                                                     
                               
  

Signature [PLEASE SIGN WITHIN BOX]

 

 

   

Date

 

 

   

Signature (Joint Owners)

 

 

 

Date

 

 

        

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

 

DETACH AND RETURN THIS PORTION ONLY     

 FS KKR CAPITAL CORP. II

For

All

Withhold

All

For All

Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

   

The Board of Directors recommends you vote FOR the following:

☐

☐

☐

      

      

1.  Election of Class C Directors

       Nominees:

     Class C Directors:

 01.  Michael C. Forman

 02.  Richard Goldstein

 03.  James H. Kropp

 04.  Elizabeth Sandler

The Board of Directors recommends you vote FOR the following proposal:  For    Against    Abstain  

2.  To approve the application of the reduced asset coverage requirements in Section 61(a)(2) of the Investment Company Act of 1940, as amended, to the Company, which would permit the Company to increase the maximum amount of leverage that it is permitted to incur by reducing the asset coverage requirement applicable to the Company from 200% to 150%.

☐

☐

☐

3.  To approve the proposal to allow the Company in future offerings, following the listing of the Company’s common stock on a national securities exchange, to sell its shares below net asset value per share in order to provide flexibility for future sales.

☐☐☐
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

The Notice and Proxy Statement are available at www.proxyvote.com.

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E09826-P79548    

 

FS INVESTMENT CORPORATIONKKR CAPITAL CORP. II

Annual Meeting of Stockholders

December 3, 2018April 23, 2020

This proxy is solicited by the Board of Directors

 

The undersigned hereby appoints Michael C. Forman and Stephen S. Sypherd and Lee M. Barnard, and each of them, as proxies of the undersigned with full power of substitution in each of them, to attend the 20182020 Annual Meeting of Stockholders of FS Investment CorporationKKR Capital Corp. II, a Maryland corporation (the “Company”), to be held at 10:1:00 a.m.p.m., Eastern Time, on Monday, December 3, 2018, at the offices of the Company locatedApril 23, 2020, at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112, and any adjournments or postponements thereof (the “Annual Meeting”), and vote as designated on the reverse side of this proxy card all of the shares of common stock, par value $0.001 per share, of the Company (“Shares”) held of record by the undersigned.undersigned as of any applicable record date. The proxy statement and the accompanying materials or a Notice of Internet Availability of Proxy Materials are being mailed on or about October 17, 2018March 10, 2020 to stockholders of record as of October 10, 2018February 28, 2020 and are available atwww.proxyvote.com. All properly executed proxies representing Shares received prior to the Annual Meeting will be voted in accordance with the instructions marked thereon.

 

If no specification is made, the Shares will be voted (1) FOR the proposal to elect the following individuals as Class C Directors, each of whom has been nominated for election for a three year term expiring at the director nominees listed in Proposal 12023 annual meeting of the stockholders: (a) Michael C. Forman, (b) Richard Goldstein, (c) James H. Kropp and (d) Elizabeth Sandler, (2) FOR the proposal to ratifyapprove the appointmentapplication of RSM US LLPthe reduced asset coverage requirements in Section 61(a)(2) of the Investment Company Act of 1940, as amended, to the Company, which would permit the Company to increase the maximum amount of leverage that it is permitted to incur by reducing the asset coverage requirement applicable to the Company from 200% to 150% and (3) FOR the proposal to allow the Company in future offerings, following the listing of the Company’s independent registered public accounting firmcommon stock on a national securities exchange, to sell its Shares below net asset value per Share in order to provide flexibility for the fiscal year ending December 31, 2018.future sales.If any other business is presented at the Annual Meeting, this proxy will be voted by the proxies in their best judgment, including a motion to adjourn or postpone the Annual Meeting to another time and/or place for the purpose of soliciting additional proxies. At the present time, the board of directors of the Company knows of no other business to be presented at the Annual Meeting.Any stockholder who has given a proxy has the right to revoke it at any time prior to its exercise.exercise. Any stockholder who executes a proxy may revoke it with respect to a proposal by attending the Annual Meeting and voting his or her Shares in person or by submitting a letter of revocation or a later-dated proxy to the Company at the above address prior to the date of the Annual Meeting.

 

Continued and to be signed on reverse side