PHILADELPHIA and NEW YORK, July 23,
2018 /PRNewswire/ -- FS/KKR Advisor, LLC, a partnership
between FS Investments and KKR Credit Advisors (US) LLC (FS/KKR),
today announced that FS Investment Corporation (NYSE: FSIC) and
Corporate Capital Trust, Inc. (NYSE: CCT) have entered into a
definitive agreement under which FSIC and CCT will be merged. The
combined company will have on a pro-forma basis over $8 billion in assets invested in 221 portfolio
companies across 23 industries as of March
31, 2018. The Boards of Directors of both FSIC and CCT have
approved the transaction, with the participation throughout by, and
the unanimous support of, their respective independent
directors.
Under the terms of the agreement, CCT shareholders will receive
a number of FSIC shares with a net asset value (NAV) equal to the
NAV of the CCT shares they hold, as determined shortly before
closing, subject to the payment of cash in lieu of fractional
shares. The combined company will trade under the ticker symbol
"FSIC" on the New York Stock Exchange and will remain externally
managed by FS/KKR.
The proposed merger is expected to provide a range of near-term
and long-term benefits focused on driving shareholder returns
through reduced operating expenses, enhanced portfolio
diversification, lower financing costs and improved secondary
market liquidity.
"Since we announced our partnership with KKR last December, we
have made consistent progress across a number of initiatives
designed to fully leverage the benefits of our combined platform,"
said Michael Forman, Chief Executive
Officer of FSIC and CCT. "Today's announcement, which comes ahead
of our initial timeline expectation, is an important first step in
optimizing the platform and positions us to deliver strong,
consistent performance for investors."
Todd Builione, President of FSIC
and CCT, said, "We are excited to have entered into this mutually
beneficial merger, and are confident in our ability to maximize
long-term value for FSIC and CCT shareholders. We expect the
combined company to have a more diversified portfolio with a more
flexible capital structure that will position it well to deliver
strong investment performance."
The transaction is subject to approval by FSIC and CCT
shareholders and other customary closing conditions. FSIC and CCT
expect to close the transaction in the fourth quarter of 2018.
Joint Conference Call
FSIC and CCT will host a
conference call at 10:00am (Eastern
Time) today, July 23, 2018, to
discuss the announcement. All interested parties are welcome to
participate and can access the conference call by dialing (888)
424-8151 and using the conference ID 9681991 approximately 10
minutes prior to the call.
A joint slide presentation containing supplemental information
from FSIC and CCT will be referenced on the conference call and
also has been posted to www.fsinvestmentcorp.com and
www.corporatecapitaltrust.com.
About FSIC
FS Investment Corporation (NYSE: FSIC) is a
publicly traded business development company ("BDC") focused on
providing customized credit solutions to private middle market U.S.
companies. FSIC seeks to invest primarily in the senior secured
debt and, to a lesser extent, the subordinated debt of private
middle market companies to achieve the best risk-adjusted returns
for its investors. FSIC is advised by FS/KKR Advisor, LLC.
For more information, please visit www.fsinvestmentcorp.com.
About CCT
Corporate Capital Trust is a BDC that
provides investors an opportunity to access middle market direct
lending investments. CCT is externally managed by FS/KKR Advisor,
LLC, and its investment objective is to provide shareholders with
current income and, to a lesser extent, long-term capital
appreciation. CCT intends to meet its investment objective by
investing primarily in the debt of privately owned companies, with
a focus on originated transactions. For additional information,
please visit www.corporatecapitaltrust.com.
About FS/KKR Advisor LLC
FS/KKR Advisor, LLC is
a partnership between FS Investments and KKR Credit that serves as
the investment adviser to six BDCs with approximately $18 billion in assets under management as of
March 31, 2018. The BDCs managed by FS/KKR include FSIC, FS
Investment Corporation II, FS Investment Corporation III, FS
Investment Corporation IV, CCT and Corporate Capital Trust II.
FS Investments is a leading asset manager dedicated to helping
individuals, financial professionals and institutions design better
portfolios. The firm provides access to alternative sources of
income and growth, and focuses on setting industry standards for
investor protection, education and transparency.
FS Investments is headquartered in Philadelphia, PA with offices in New York, NY, Orlando, FL and Washington, DC. Visit fsinvestments.com to
learn more.
KKR Credit is a subsidiary of KKR & Co. LP, a leading global
investment firm that manages multiple alternative asset classes,
including private equity, energy, infrastructure, real estate and
credit, with strategic manager partnerships that manage hedge
funds. KKR aims to generate attractive investment returns for its
fund investors by following a patient and disciplined investment
approach, employing world-class people, and driving growth and
value creation with KKR portfolio companies. KKR invests its own
capital alongside the capital it manages for fund investors and
provides financing solutions and investment opportunities through
its capital markets business. References to KKR's investments may
include the activities of its sponsored funds. For additional
information about KKR & Co. L.P. (NYSE: KKR), please visit
KKR's website at www.kkr.com and on Twitter @KKR_Co.
Contact Information:
Institutional Investors (FSIC)
Marc Yaklofsky
marc.yaklofsky@fsinvestments.com
215-309-6763
Financial Advisors and Retail Investors (FSIC /
CCT)
877-628-8575
Institutional Investors (CCT)
Danny McMahon
CCT-IR@kkr.com
Media (FS Investments / FSIC)
Marc Yaklofsky
media@fsinvestments.com
215-495-1174
Media (KKR / CCT)
Kristi Huller or Cara Kleiman Major
media@kkr.com
212-750-8300
Forward-Looking Statements
Statements included herein
may constitute "forward-looking" statements as that term is defined
in Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended
by the Private Securities Litigation Reform Act of 1995, including
statements with regard to future events or the future performance
or operations of FSIC and CCT (together with FSIC, the "Funds").
Words such as "believes," "expects," "projects," and "future" or
similar expressions are intended to identify forward-looking
statements. These forward-looking statements are subject to the
inherent uncertainties in predicting future results and conditions.
Certain factors could cause actual results to differ materially
from those projected in these forward-looking statements. Factors
that could cause actual results to differ materially include
changes in the economy, risks associated with possible disruption
to a Fund's operations or the economy generally due to terrorism or
natural disasters, future changes in laws or regulations and
conditions in a Fund's operating area, failure to obtain requisite
shareholder approval for the Proposals (as defined below) set forth
in the Proxy Statement (as defined below), failure to consummate
the business combination transaction involving the Funds, the price
at which shares of FSIC's and CCT's common stock trade on the New
York Stock Exchange, uncertainties as to the timing of the
consummation of the business combination transaction involving the
Funds, unexpected costs, charges or expenses resulting from the
business combination transaction involving the Funds, and failure
to realize the anticipated benefits of the business combination
transaction involving the Funds. Some of these factors are
enumerated in the filings the Funds made with the Securities and
Exchange Commission (the "SEC") and will also be contained in the
Proxy Statement when such document becomes available. The inclusion
of forward-looking statements should not be regarded as a
representation that any plans, estimates or expectations will be
achieved. Any forward-looking statements speak only as of the date
of this communication. Except as required by federal securities
laws, the Funds undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. Readers are cautioned not to place
undue reliance on any of these forward-looking statements.
Additional Information and Where to Find It
This
communication relates to a proposed business combination involving
the Funds, along with related proposals for which shareholder
approval will be sought (collectively, the "Proposals"). In
connection with the Proposals, the Funds intend to file relevant
materials with the SEC, including a registration statement on Form
N-14, which will include a joint proxy statement of FSIC and CCT
and a prospectus of FSIC (the "Proxy Statement"). This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. No offer of securities shall be made except
by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
SHAREHOLDERS OF THE FUNDS ARE URGED TO READ ALL RELEVANT DOCUMENTS
FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FSIC, CCT,
THE BUSINESS COMBINATION TRANSACTION INVOLVING THE FUNDS AND THE
PROPOSALS. Investors and security holders will be able to obtain
the documents filed with the SEC free of charge at the SEC's web
site, http://www.sec.gov, from FSIC's website at
www.fsinvestmentcorp.com and CCT's website at
www.corporatecapitaltrust.com.
Participants in the Solicitation
The Funds and their
respective directors, executive officers and certain other members
of management and employees, including employees of FS/KKR, FS
Investments, KKR Credit Advisors (US) LLC and their respective
affiliates, may be deemed to be participants in the solicitation of
proxies from the shareholders of the Funds in connection with the
Proposals. Information regarding the persons who may, under the
rules of the SEC, be considered participants in the solicitation of
the Funds' shareholders in connection with the Proposals will be
contained in the Proxy Statement when such document becomes
available. This document may be obtained free of charge from the
sources indicated above.
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SOURCE FS Investment Corporation