8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

__________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  January 31, 2011

FS Investment Corporation

(Exact name of Registrant as specified in its charter)

Maryland (State or other jurisdiction of incorporation) 0-53424 (Commission File Number) 26-1630040 (I.R.S. Employer Identification No.)

Cira Centre 2929 Arch Street, Suite 675 Philadelphia, Pennsylvania (Address of principal executive offices)   19104-2867 (Zip Code)

Registrant’s telephone number, including area code:  (215) 495-1150

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On January 31, 2011, the Board of Directors of FS Investment Corporation (“FSIC”) determined to increase FSIC’s public offering price from $10.65 to $10.70 per share.  This increase in the public offering price was effective as of FSIC’s February 1, 2011 semi-monthly closing and first applied to subscriptions received from January 18, 2011 through January 31, 2011.  

A copy of the press release announcing the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits.

EXHIBIT NUMBER	DESCRIPTION
99.1	Press release dated February 1, 2011.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		FS Investment Corporation
Date:	February 1, 2011	By:	/s/ Michael C. Forman
			Michael C. Forman
			President and Chief Executive Officer

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
99.1	Press release dated February 1, 2011.

EX-99.1

FS Investment 8-K

Exhibit 99.1

FOR IMMEDIATE RELEASE

FS Investment Corporation Increases Public Offering Price to $10.70 Per Share

PHILADELPHIA, February 1, 2011 – On January 31, 2011, the Board of Directors (the “Board”) of FS Investment Corporation (“FSIC”) determined to increase FSIC’s public offering price from $10.65 to $10.70 per share.  This increase in the public offering price – which is consistent with the public guidance issued by FSIC on January 18, 2011 – was effective as of FSIC’s February 1, 2011 semi-monthly closing and first applied to subscriptions received from January 18, 2011 through January 31, 2011.  

“Sustained momentum in our portfolio’s performance has again pushed FSIC’s offering price upward,” commented FSIC's Chairman and Chief Executive Officer, Michael C. Forman.  “We like the opportunities we’re seeing in the leveraged loan space and, with GSO / Blackstone’s ability to identify profitable and prudent investments that are consistent with our strategy, we think we are on track to continue this momentum.”

The purpose of the increase in the public offering price is to ensure that FSIC’s net asset value (“NAV”) per share does not exceed its net offering price, as required by the Investment Company Act of 1940.  FSIC’s Board determined that FSIC’s recent strong portfolio performance and current and projected market conditions warranted taking this action.  

If FSIC’s strong portfolio performance continues, causing FSIC’s NAV per share to exceed FSIC’s increased net offering price, the Board may further increase the per share offering price of its common stock for its future semi-monthly closings.  The Board expects that, if adjusted further, the per share offering price will be between $10.70 and $11.00 per share.  The Board has not yet determined that a further adjustment to the newly-established offering price of $10.70 per share will be necessary.  FSIC will announce any change in its current offering price and will update this guidance should its anticipated public offering price move outside of this range.

About FS Investment Corporation

FSIC, an investment fund sponsored by Franklin Square Capital Partners (“Franklin Square”), is a publicly registered, non-traded business development company (“BDC”).  A BDC such as FSIC is a type of investment fund that enables investors, including non-accredited investors (subject to certain state-specific suitability standards), to access the private debt asset class.  FSIC focuses primarily on investing in the debt securities of private companies throughout the United States, with the investment objectives of generating current income and, to a lesser extent, long-term capital appreciation for its investors.  FSIC is managed by FB Income Advisor, LLC and is sub-advised by GSO / Blackstone Debt Funds Management LLC, an affiliate of GSO Capital Partners LP (“GSO”). & #160;GSO, with over $29.6 billion in assets under management together with its affiliates as of September 30, 2010, is the global credit platform of The Blackstone Group L.P.  For more information, please visit www.fsinvestmentcorp.com.

About Franklin Square Capital Partners

Franklin Square is a national distributor and sponsor of alternative investment products structured for the mainstream investor.  Founded in 2007 by an experienced group of alternative investment industry professionals, Franklin Square’s goal is to bring the benefits of an institutional-class investment portfolio to investors through exposure to innovative alternative investment products managed by what it deems to be best-in-class alternative asset managers.  Franklin Square believes that institutional investment portfolios, with their access to the strong return potential and diversifying power of alternative assets, are better-suited

to manage risk and generate above-market returns than their traditional counterparts.  Franklin Square distributes its sponsored financial products to the broker-dealer community through its affiliated wholesaling broker-dealer, FS2 Capital Partners, LLC.  For more information, please visit www.franklinsquare.com.

Forward-Looking Statements

This announcement may contain certain forward-looking statements, including statements with regard to the future performance of FSIC.  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, and some of these factors are enumerated in the filings FSIC makes with the Securities and Exchange Commission.  FSIC undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.