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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): May 16, 2024

 

 

FS CREDIT OPPORTUNITIES CORP.

(Exact name of Registrant as specified in its charter)

 

 

Maryland   811-22802   46-1882356
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

201 Rouse Boulevard
Philadelphia, Pennsylvania
19112
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (215495-1150

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange
on which registered
Common Stock, $0.001 par value per share   FSCO   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

¨   Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

 

Item 8.01.Other Events.

 

On May 16, 2024, FS Credit Opportunities Corp. (the “Company”) completed the issuance of $100,000,000 of aggregate principal amount of its 6.70% Term Preferred Shares, Series 2029 (the “Preferred Shares”). Goldman Sachs & Co. LLC served as placement agent in connection with the issuance of the Preferred Shares.

 

The Preferred Shares were sold to qualified institutional buyers pursuant to Rule 4(a)(2) under the Securities Act of 1933, as amended, in accordance with the terms of the Subscription Agreement, dated May 16, 2024, between the Company and each of the investors party thereto and will mature on May 16, 2029. The Preferred Shares may be redeemed in whole or in part at the Company’s option at any time or from time to time at $1,000 per share, subject to payment of a make-whole premium, and bear interest at a rate of 6.70% per year, payable semi-annually on May 16th and November 16th of each year, commencing on November 16, 2024.

 

The terms of the Preferred Shares are memorialized in the Articles Supplementary to the Articles of Incorporation of the Company dated May 16, 2024.

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits

 

EXHIBIT

NUMBER

DESCRIPTION
   
99.1 Articles Supplementary to the Articles of Incorporation of the Registrant establishing and fixing the rights and preferences of the Term Preferred Shares.

 

 

 

 

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 Credit Opportunities Corp.
     
Date:  May 16, 2024 By:

/s/ Stephen Sypherd

    Stephen Sypherd
    Secretary