UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

FS INVESTMENT CORPORATION 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 Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

OFFICIAL NOTICE
We urgently need your vote to approve FS Investment Corporation II’s proposals!
The special meeting of stockholders is fast approaching.
It’s important we hear from you soon on the proposals outlined in the proxy materials we sent you.
Your vote FOR the proposed changes will position the fund to generate stronger returns by:
Creating a long-term partnership with KKR, a leading global investment firm
Expanding investment opportunities
Lowering management fees
Preparing the fund for a potential liquidity event*
*The timing of any liquidity event is uncertain, cannot be assured and is subject to, among other factors, board approval and market conditions.
Vote nowbefore timerunsout!
BY MAIL with the enclosed proxy card
BY PHONE
Live agent 1-833-868-3374
Automated recording 1-800-690-6903
BY COMPUTER www.proxyvote.com

FORWARD-LOOKING STATEMENTS
This document and its contents may contain certain “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 FS Investment Corporation II (the “Fund”). 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 the Fund’s operations or the economy generally due to terrorism or naturaldisasters,future changesinlawsorregulations and conditions in theFund’soperating area,failuretoobtainrequisitestockholder approvalfor the Proposals(asdefinedbelow)set forthin the Proxy Statement(as defined below),failuretoconsummate the transactions contemplatedby the agreements betweenFSInvestments andKKRand thefailureorinability to obtainexemptivereliefas described in the Proxy Statement.Some of thesefactors are enumerated in thefilings theFund madewith theSecurities and ExchangeCommission(the“SEC”)andarecontainedin the Proxy Statement. Theinclusion 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. Exceptasrequiredbyfederalsecuritieslaws, theFund undertakesno obligation to updateorreviseanyforward-lookingstatements,whetherasaresult ofnew information, futureevents 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 document and itscontentsrelate to proposednew investment advisoryagreements for the Fund (collectively, the “Proposals”). In connection with the Proposals, the Fund has filed relevant materials with the SEC, including a definitive proxy statement on Schedule 14A (the “ProxyStatement”).Thiscommunicationdoesnot constitute anoffer tosell or thesolicitation 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. The Fund has mailed the Proxy Statement and a proxy card toeachstockholderentitled tovoteatthestockholdermeetingrelating tosuch matters. STOCKHOLDERS OF THE FUND ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), AND ANY OTHER RELEVANT DOCUMENTS THAT THE FUND WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSALS. Investors and security holders are able to obtain the documents filed with the SEC free of charge at the SEC’s website, www.sec.gov, and from FS Investments’ website at www.fsinvestments.com.
PARTICIPANTS IN THE SOLICITATION
TheFund and itsdirectors,executive officersand certainother membersof managementand employees, including employees of FS Investments, KKR and their respective affiliates, may bedeemedto be participantsin thesolicitationof proxiesfrom thestockholders of theFund in connection with the Proposals. Information regarding the persons who may, under the rules of theSEC, be consideredparticipants in thesolicitation of theFund’sstockholders in connection with theProposals are contained in the ProxyStatement. This document maybe obtainedfree of charge from the sources indicated above.
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