Filed by FS Investment Corporation
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed under Rule
14a-6(b)
of the Securities Exchange Act of 1934
Subject Company: Corporate Capital Trust, Inc.
File No. of Related Registration Statement:
333-226410
On November 8, 2018, FS Investment Corporation (FSIC) held a conference call to discuss FSICs financial results for the quarter ended
September 30, 2018. The conference call contained information regarding FSICs proposed acquisition of Corporate Capital Trust, Inc. (CCT).
The following are excerpts from the transcript of FSICs November 8, 2018 conference call discussing FSICs proposed acquisition of CCT.
MICHAEL FORMAN:
Thank you, Marc, and welcome everyone to FS Investment Corporations third quarter 2018 earnings conference call.
On todays call, I will provide updates on the FS/KKR partnership, the merger with CCT, and strategic actions we are taking to address portfolio performance challenges and our stock price. Following my remarks, Dan Pietrzak will provide
perspective on the current lending environment and discuss our investment activity for the quarter. Mike Kelly will then discuss our financial results for the third quarter.
***
MICHAEL FORMAN:
Fourth, we are focused on the
successful completion of the merger of FSIC and CCT. We continue to believe that merging these two vehicles will provide business and operational synergies, in the near term as well as longer term, that will expand shareholder value. Specifically,
we expect the combination to reduce administrative costs, further expand and diversify the investment portfolio, improve trading liquidity, and optimize our capital structure with lower borrowing costs. The merger remains on track, and we expect to
close by the end of the year, subject to shareholder approval and, of course, the satisfaction of other closing conditions.
In addition, with our shares
trading at a meaningful discount to NAV, the question of share repurchases comes up. Until the close of the merger between FSIC and CCT, we are not permitted to discuss any plans with respect to share repurchases due to regulatory reasons. I will
note that, historically, we have announced share repurchase programs when our shares are trading at a meaningful discount to NAV. And when we have announced a program, we have fulfilled the entire amount, and done so aggressively, as you saw
with our $50 million authorization. Our philosophy has not changed.
Finally, we have historically stated that the strategy was to consolidate all of
the funds on the platform into one publicly traded entity as a means to create value for both our public and
non-traded
shareholders. Given recent trading performance of both FSIC and CCT, we do not believe
current conditions support such a consolidation. And even when these conditions improve, let me be clear by saying that consolidation of these
non-traded
BDCs with our listed BDC will need to be: accretive to
FSIC shareholders, position the publicly traded vehicle for success, and be in the best interest of all shareholders.