EX-99.(a)(1)(A)
Exhibit 99(a)(1)(A)
FS GLOBAL CREDIT OPPORTUNITIES FUND—T
OFFER TO PURCHASE COMMON SHARES OF BENEFICIAL
INTEREST FOR CASH AT A PURCHASE PRICE EQUAL
TO THE NET ASSET VALUE PER SHARE AS OF APRIL 5, 2017
LETTER OF TRANSMITTAL MUST BE RECEIVED BY
FS GLOBAL CREDIT OPPORTUNITIES FUND—T
ON OR BEFORE MARCH 30, 2017
THE OFFER WILL EXPIRE AT 5:00 P.M., CENTRAL TIME, ON
MARCH 30, 2017, UNLESS THE OFFER IS EXTENDED.
To the Shareholders of FS Global Credit Opportunities Fund—T:
FS Global Credit Opportunities Fund—T, an externally managed, non-diversified, closed-end management investment company formed as a
Delaware statutory trust (the “Company,” “we” or “us”), is offering to purchase up to the lesser of (i) 153,381 of our issued and outstanding common shares of beneficial
interest, par value $0.001 per share (the “Shares”) (which number represents 5% of the weighted average number of Shares outstanding for the calendar year ended December 31, 2016), and (ii) the number of Shares the
Company can repurchase with the aggregate proceeds it has received from the beginning of the 2017 calendar year through, but not including, such date of repurchase from the sale of Shares under its distribution reinvestment plan (less the amount of
any such proceeds used to repurchase Shares on each previous repurchase date for tender offers conducted during the 2017 calendar year), plus the aggregate proceeds it receives from the sale of Shares at the two weekly closings that occur
immediately prior to the date of repurchase. The purpose of this Offer (as defined below) is to provide shareholders with liquidity because there is otherwise no public market for the Shares. See Section 2 below. The Offer is made upon the
terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal (which, together with any amendments or supplements hereto and thereto, collectively constitute the “Offer”). The
Offer is for cash at a price equal to the net asset value per Share (“NAV per Share”) as of April 5, 2017 (the “Purchase Price”), minus any applicable contingent deferred sales charge (as
described in Section 1). As an example of the Purchase Price, the NAV per Share on February 15, 2017, the date of our most recent closing, was $8.2747 per Share. The Purchase Price for Shares in this Offer may be higher or lower than this
amount. The Offer will expire at 5:00 P.M., Central Time, on March 30, 2017 (the “Expiration Date”), unless extended.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE
SECTION 1 AND SECTION 3 BELOW.
IMPORTANT INFORMATION
Shareholders who desire to tender their Shares should either: (i) properly complete and sign the Letter of Transmittal, provide thereon
the original of any required signature guarantee(s) and mail or deliver it and any other documents required by the Letter of Transmittal; or (ii) request their broker, dealer, commercial bank, trust company or other nominee to effect the
transaction on their behalf. Shareholders who desire to tender Shares registered in the name of such a firm must contact that firm to effect a tender on their behalf. Tendering shareholders will not be obligated to pay brokerage commissions in
connection with their tender of Shares, but they may be charged a fee by such a firm for processing the tender(s). The Company reserves the absolute right to reject tenders determined not to be in appropriate form, subject to the rights of tendering
shareholders to challenge the Company’s determination in a court of competent jurisdiction.
IF YOU DO NOT WISH TO TENDER YOUR
SHARES, YOU NEED NOT TAKE ANY ACTION.
NONE OF THE COMPANY, ITS BOARD OF TRUSTEES (THE “BOARD”) OR
FS GLOBAL ADVISOR, LLC (“FS GLOBAL ADVISOR”), THE INVESTMENT ADVISER TO FS GLOBAL CREDIT OPPORTUNITIES FUND (THE “FUND”), MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO
TENDER OR REFRAIN FROM TENDERING SHARES. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE COMPANY, THE BOARD OR FS GLOBAL ADVISOR AS TO WHETHER SHAREHOLDERS
SHOULD TENDER OR REFRAIN FROM TENDERING SHARES PURSUANT TO THE OFFER OR TO MAKE ANY REPRESENTATION OR TO GIVE ANY INFORMATION IN CONNECTION WITH THE OFFER OTHER THAN AS CONTAINED HEREIN OR IN THE
ACCOMPANYING LETTER OF TRANSMITTAL. IF MADE OR GIVEN, ANY SUCH RECOMMENDATION, REPRESENTATION OR INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE BOARD OR FS GLOBAL ADVISOR. SHAREHOLDERS ARE URGED TO EVALUATE
CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISORS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES.
Neither the U.S. Securities and Exchange Commission nor any state securities commission nor any other regulatory authority has approved or
disapproved of these transactions or determined if the information contained herein is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this Offer to Purchase is February 21, 2017.
The Offer does not constitute an offer to buy or the solicitation of an offer to sell securities in any circumstance or jurisdiction in
which such offer or solicitation is unlawful. The delivery of the Offer materials shall not under any circumstances create any implication that the information contained therein is current as of any time subsequent to the date of such information.
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TABLE OF CONTENTS
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SUMMARY TERM SHEET
(Section references are to this Offer to Purchase)
This Summary Term Sheet highlights the material information concerning this Offer. For a more complete discussion of the terms and conditions
of the Offer, you should read carefully the entire Offer to Purchase and the related Letter of Transmittal, which will be mailed to shareholders on or before March 1, 2017.
What is the Offer?
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We are offering to purchase up to the lesser of (i) 153,381 Shares (which number represents 5% of the weighted average number of Shares outstanding for the calendar year ended December 31, 2016), and
(ii) the number of Shares the Company can repurchase with the aggregate proceeds it has received from the beginning of the 2017 calendar year through, but not including, such date of repurchase from the sale of Shares under its distribution
reinvestment plan (less the amount of any such proceeds used to repurchase Shares on each previous repurchase date for tender offers conducted during the 2017 calendar year), plus the aggregate proceeds it receives from the sale of Shares at the two
weekly closings that occur immediately prior to the date of repurchase. The Offer is for cash at a price equal to the NAV per Share as of April 5, 2017, minus any applicable contingent deferred sales charge (as described in Section 1) upon the
terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal. As an example of the Purchase Price, the NAV per Share on February 15, 2017, the date of our most recent closing, was
$8.2747 per Share. The Purchase Price for Shares in this Offer may be higher or lower than this amount. |
Why is the Company making
the tender offer?
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The Offer is designed to provide a measure of liquidity to holders of Shares, for which there is otherwise no current public market. Pursuant to our prospectus dated April 29, 2016 (as amended or supplemented, the
“Prospectus”), we indicated our intention to make quarterly repurchase offers for our Shares. See Section 2 below. |
When will the Offer expire, and may the Offer be extended?
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The Offer will expire at 5:00 P.M., Central Time, on March 30, 2017, unless extended. The Company may extend the period of time the Offer will be open by issuing a press release or making some other public
announcement by no later than 9:00 A.M., Eastern Time, on the next business day after the Offer otherwise would have expired. See Section 14 below. |
What is the most recent NAV per Share?
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On February 15, 2017, the date of our most recent closing, the NAV per Share was $8.2747. |
Are there
conditions to the Offer?
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Yes. You must either tender at least 25% of the Shares you have purchased or all of the Shares that you own. If you choose to tender only a portion of your Shares, you generally must maintain a minimum balance of
$5,000 worth of Shares following the tender of Shares for repurchase. If the amount of repurchase requests exceeds the number of Shares we seek to repurchase, we will repurchase Shares on a pro rata basis. See Section 1 and Section 3 below
for a more complete description of the conditions to the Offer. |
How do I tender my Shares?
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If your Shares are registered in your name, you should obtain the Offer, which consists of this Offer to
Purchase, the related Letter of Transmittal, and any amendments or supplements hereto or thereto, read the materials, and if you should decide to tender, complete a Letter of Transmittal and submit any other documents required by the Letter of
Transmittal. These materials must be received by the Company at |
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the address listed on page 10 of this Offer to Purchase, in proper form, before 5:00 P.M., Central Time, on March 30, 2017 (unless the Offer is extended by the Company, in which case
the new deadline will be as stated in the public announcement of the extension). If your Shares are held by a broker, dealer, commercial bank, trust company or other nominee (i.e., in “street name”), you should contact that firm to
obtain the package of information necessary to make your decision, and you can only tender your Shares by directing that firm to complete, compile and deliver the necessary documents for submission to the Company by 5:00 P.M., Central Time, on
March 30, 2017 (or if the Offer is extended, the expiration date as extended). See Section 4 below. |
Is there any cost to me to
tender?
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Shares tendered for repurchase by the Company may be subject to a contingent deferred sales charge, as described in Section 1. Also, your broker, dealer, commercial bank, trust company or other nominee may charge
you fees according to its individual policies. |
May I withdraw my Shares after I have tendered them and, if so, by when?
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Yes, you may withdraw your Shares at any time prior to the expiration of the Offer (including any extension period) by requesting a Notice of Withdrawal and submitting it to the Company at the address listed on
page 10 of this Offer to Purchase. In addition, you may withdraw your tendered Shares any time after April 27, 2017 (which is 40 business days after the commencement of the Offer), if they have not been accepted for payment by that date. See
Section 5 below. |
How do I withdraw tendered Shares?
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A Notice of Withdrawal must be timely received by the Company, which specifies the name of the shareholder who tendered the Shares, the number of Shares being withdrawn and other information. A Notice of
Withdrawal is available upon request by contacting the Company at (877) 628-8575. See Section 5 below. |
May I place any conditions on my tender of Shares?
Is there a limit on the number of Shares I may tender?
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No. However, we are limiting the aggregate number of Shares to be repurchased from all shareholders to the lesser of (i) 153,381 Shares (which number represents 5% of the weighted average number of Shares
outstanding for the calendar year ended December 31, 2016), and (ii) the number of Shares the Company can repurchase with the aggregate proceeds it has received from the beginning of the 2017 calendar year through, but not including, such
date of repurchase from the sale of Shares under its distribution reinvestment plan (less the amount of any such proceeds used to repurchase Shares on each previous repurchase date for tender offers conducted during the 2017 calendar year), plus the
aggregate proceeds it receives from the sale of Shares at the two weekly closings that occur immediately prior to the date of repurchase. In addition, a shareholder who tenders some but not all of his or her Shares for repurchase generally will be
required to maintain a minimum balance of $5,000 worth of Shares following a tender of Shares for repurchase. See Section 1 below. |
What if more than the amount of Shares offered for repurchase are tendered (and not timely withdrawn)?
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The Company will purchase duly tendered Shares from tendering shareholders pursuant to the terms and conditions of the Offer on a pro rata basis in accordance with the number of Shares tendered by each
shareholder (and not timely withdrawn). |
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If I decide not to tender, how will the Offer affect the Shares I hold?
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If the Company purchases Shares pursuant to the Offer, your percentage ownership interest in the Company will increase after completion of the Offer. See Section 10 below. |
Does the Company have the financial resources to make payment for Shares accepted in the Offer?
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Yes. See Section 7 below. |
If Shares I tender are accepted by the Company, when will payment be
made?
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Payment for properly tendered Shares (not timely withdrawn) will be made promptly following expiration of the Offer. See Section 6 below. |
Is my sale of Shares in the Offer a taxable transaction?
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For most shareholders, yes. We anticipate that U.S. Shareholders (as defined below), other than those who are tax-exempt, who sell Shares in the Offer generally will
recognize gain or loss for U.S. federal income tax purposes equal to the difference between the cash they receive for the Shares sold and their adjusted basis in the Shares. The sale date for tax purposes will be the date the Company accepts Shares
for purchase. See Section 13 below for details, including the nature of the income or loss and the possibility of other tax treatment. Section 13 also discusses the treatment of Non-U.S. Shareholders
(as defined below). Please consult your tax advisor as well. |
Is the Company required to complete the Offer and purchase all Shares
tendered, assuming the total Shares tendered are less than the total Shares offered?
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Under most circumstances, yes. There are certain circumstances, however, in which the Company will not be required to purchase any Shares tendered, as described in Section 3 below. |
Is there any reason Shares tendered would not be accepted?
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In addition to those circumstances described in Section 3 in which the Company is not required to accept tendered Shares, the Company has reserved the right to reject any and all tenders determined by it not
to be in appropriate form, subject to the rights of tendering shareholders to challenge the Company’s determination in a court of competent jurisdiction. For example, tenders will be rejected if the tender does not include an original
signature(s) or the original of any required signature guarantee(s). |
How will tendered Shares be accepted for payment?
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Properly tendered Shares will be accepted for payment by the Company promptly following expiration of the Offer. See Section 6 below. |
What action need I take if I decide not to tender my Shares?
Does management encourage shareholders to participate in the Offer and will they participate
in the Offer?
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No. None of the Company, the Board or FS Global Advisor is making any recommendation to tender or not to tender Shares in the Offer. Based upon information provided or available to us, none of our trustees,
officers or affiliates intends to tender Shares pursuant to the Offer. The Offer does not, however, restrict the purchase of Shares pursuant to the Offer from any such person. See Section 9 below. |
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How do I obtain information?
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Questions and requests for assistance or requests for additional copies of this Offer to Purchase, the Letter of Transmittal and all other Offer documents should be directed to the Company at (877) 628-8575. If you do not own Shares directly, you should obtain this information and the documents from your broker, dealer, commercial bank, trust company or other nominee, as appropriate.
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The properly completed Letter of Transmittal should be sent to the Company at the following address:
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| For delivery by regular mail: |
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For delivery by registered, certified or express
mail, by overnight courier or by personal delivery: |
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| FS Global Credit Opportunities Fund—T
c/o DST Systems, Inc.
P.O. Box 219095 Kansas
City, MO 64121-9095 |
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FS Global Credit Opportunities Fund—T
c/o DST Systems, Inc. 430 W.
7th Street Kansas City, MO 64105 |
1. Purchase Price; Number of Shares; Expiration Date.
FS Global Credit Opportunities Fund—T, an externally managed, non-diversified, closed-end management investment company formed as a
Delaware statutory trust, is offering to purchase up to the lesser of (i) 153,381 Shares (which number represents 5% of the weighted average number of Shares outstanding for the calendar year ended December 31, 2016), and (ii) the
number of Shares the Company can repurchase with the aggregate proceeds it has received from the beginning of the 2017 calendar year through, but not including, such date of repurchase from the sale of Shares under its distribution reinvestment plan
(less the amount of any such proceeds used to repurchase Shares on each previous repurchase date for tender offers conducted during the 2017 calendar year), plus the aggregate proceeds it receives from the sale of Shares at the two weekly closings
that occur immediately prior to the date of repurchase. The purpose of the Offer is to provide shareholders with liquidity because there is otherwise no public market for the Shares. See Section 2 below. The Offer is for cash at a price equal
to the NAV per Share as of April 5, 2017, minus any applicable contingent deferred sales charge (as described below). As an example of the Purchase Price, the NAV per Share on February 15, 2017, the date of the Company’s most recent
closing, was $8.2747 per Share. The Purchase Price for Shares in this Offer may be higher or lower than this amount. You will not receive interest on the Purchase Price under any circumstances.
If you wish to tender your Shares for repurchase by us in this tender offer within the period from the date of purchase to the third
anniversary of the date on which the distribution fee begins to accrue (we currently anticipate the third anniversary date to be July 1, 2020), such Shares are subject to a contingent deferred sales charge. The contingent deferred sales charge
is payable on a declining annual basis over the course of three years, as described in the table below, and is not payable with respect to Shares issued under our distribution reinvestment plan. The contingent deferred sales charge will be
calculated based upon the lesser of the net asset value of such Shares as of April 5, 2017 (the date of repurchase) and the public offering price at the time such Shares were purchased. If you tender a portion of your Shares, Shares received
pursuant to our distribution reinvestment plan will be redeemed first. After all such Shares have been redeemed, Shares will be redeemed on a first-in, first-out basis.
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| Tender Period* |
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Percentage Deducted Upon Share Repurchase |
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| Prior to first anniversary |
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1.00 |
% |
| Prior to second anniversary |
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0.67 |
% |
| Prior to third anniversary |
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0.33 |
% |
| * |
The anniversary date is based upon the date on which the distribution fee begins to accrue (currently anticipated to be July 1, 2017). All Shares subject to a contingent deferred sales charge tendered in
this offering will be subject to a 1.00% contingent deferred sales charge. |
If you wish to tender your
Shares for repurchase, you must either tender at least 25% of the Shares you have purchased or all of the Shares that you own. If you choose to tender only a portion of your Shares, you must
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maintain a minimum balance of $5,000 worth of Shares following a tender of Shares for repurchase. If more than the number of Shares offered for repurchase are duly tendered pursuant to the Offer
(and not withdrawn, as provided in Section 5 below), we will repurchase Shares on a pro rata basis, in accordance with the number of Shares duly tendered by or on behalf of each shareholder (and not so withdrawn). As a result, we may repurchase
less than the full amount of Shares that you tender for repurchase. To the extent you seek to tender all of the Shares that you own and the Company repurchases less than the full amount of Shares that you request to have repurchased, you may
maintain a balance of Shares of less than $5,000 following such share repurchase.
As of February 15, 2017, there were 12,189,812 Shares
issued and outstanding, and there were 2,056 holders of record of Shares. Certain of these holders of record were brokers, dealers, commercial banks, trust companies and other institutions that held Shares in nominee name on behalf of multiple
beneficial owners.
The Offer will remain open until 5:00 P.M., Central Time, on March 30, 2017, unless we, in our discretion, extend
the period of time during which the Offer will remain open. If we extend the period of time during which the Offer remains open, the term “Expiration Date” will refer to the latest time and date at which the Offer expires. See
Section 14 below for a description of our rights to extend, delay, terminate and/or amend the Offer.
If the Company materially
changes the terms of the Offer or the information concerning the Offer, or if it waives a material condition of the Offer, the Company will extend the Offer to the extent required by Rules 13e-4(d)(2) and
13e-4(e)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These rules require that the minimum period during which an offer must remain open
following material changes in the terms of the offer or information concerning the offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of
such terms or information. If (i) the Company increases or decreases the price to be paid for Shares, or the Company increases or decreases the number of Shares being sought and (ii) the Offer is scheduled to expire at any time earlier
than the expiration of a period ending on the tenth (10th) business day from, and including, the date that notice of such increase or decrease is first published, sent or given, the Offer will be
extended at least until the expiration of such period of ten (10) business days.
A “business day” means any day other than
a Saturday, Sunday or federal holiday and consists of the time period from 12:01 A.M. through 12:00 midnight, Eastern Time.
In
the judgment of the Board, including the independent trustees, the Offer is in the best interests of our shareholders and does not violate applicable law.
The Board also considered the following factors, among others, in making its determination regarding whether to cause us to offer to
repurchase Shares and under what terms:
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the effect of such repurchases on our or the Fund’s qualification as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the
“Code”) (including the consequences of any necessary asset sales); |
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the liquidity of the Fund’s assets (including fees and costs associated with disposing of assets); |
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the Fund’s investment plans; |
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our and the Fund’s working capital requirements; |
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our history in repurchasing Shares or portions thereof; and |
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the condition of the securities markets. |
The Board has approved this Offer. The Board
recognizes that the decision to accept or reject the Offer is an individual one that should be based on a variety of factors, and shareholders should consult with their personal advisors if they have questions about their financial or tax
situations. As a result, we are not expressing any opinion as to whether a shareholder should accept or reject this Offer.
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2. Purpose of the Offer; Plans or Proposals of the Company.
The purpose of the Offer is to provide liquidity to our shareholders because there is otherwise no public market for the Shares. We intend to
continue to, prior to the occurrence of a liquidity event, if any, periodically repurchase a limited number of Shares at a price equal to the NAV per Share in effect on each date of repurchase. This intention is a recognition of the fact that our
Shares are not listed on a national securities exchange and have limited liquidity prior to the occurrence of a “liquidity event,” which may include, among other things, (i) a listing of the Fund’s shares on a national securities
exchange followed by a distribution of the Fund’s shares held by us to our shareholders, (ii) the sale of all or substantially all of the Fund’s assets either on a complete portfolio basis or individually followed by a liquidation or
(iii) a merger or another transaction approved by the Fund’s board of trustees in which we, in our capacity as a shareholder of the Fund, likely will receive cash or shares of a publicly-traded company followed by a distribution of such
cash or shares to our shareholders. We may from time to time offer to repurchase Shares at such times and on such terms as may be determined by the Board in its complete and absolute discretion. Our assets consist primarily of our interest in shares
of the Fund. Therefore, in order to fund the repurchase of Shares pursuant to the Offer, we may find it necessary to liquidate all or a portion of our interest in the Fund’s shares. As a result, the Offer may be conducted in parallel with a
corresponding repurchase offer made by the Fund with respect to its shares. See Section 11 below.
In this regard, prior to the
occurrence of a liquidity event, if any, we intend to make quarterly offers to repurchase Shares pursuant to written tenders by our shareholders. These repurchases will be made at such times and on such terms as may be determined by the Board, in
its complete and absolute discretion. Although the decision whether to repurchase Shares is at the Board’s sole discretion, we intend to limit the number of Shares to be repurchased during any calendar year to the aggregate proceeds we have
received from the beginning of the calendar year through, but not including, such date of repurchase from the issuance of Shares under our distribution reinvestment plan (less the amount of any such proceeds used to repurchase Shares on each
previous repurchase date for tender offers conducted during the calendar year), plus the aggregate proceeds we receive from the sale of Shares at the two weekly closing that occur immediately prior to the date of repurchase. In addition, we will
limit the number of Shares to be repurchased in any calendar year to 20% of the weighted average number of Shares outstanding in the prior calendar year, or not more than 5% in each quarter, though the actual number of Shares that we offer to
repurchase may be less in light of the limitation noted above.
Except as previously disclosed by us or as may occur in the ordinary
course of business, we do not have any present plans or proposals and are not engaged in any negotiations that relate to or would result in: (i) any extraordinary transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; (ii) other than in connection with transactions in the ordinary course of the Company’s operations and for purposes of funding the Offer, any purchase, sale or transfer of a material amount of assets of
the Company or any of its subsidiaries; (iii) any material change in the Company’s present dividend rate or policy, or indebtedness or capitalization of the Company; (iv) any change in the composition of the Board or management of the
Company, including, but not limited to, any plans or proposals to change the number or the term of members of the Board, to fill any existing vacancies on the Board or to change any material term of the employment contract of any executive officer;
(v) any other material change in the Company’s corporate structure or business, including any plans or proposals to make any changes in the Company’s investment policy for which a vote would be required by Section 13 of the
Investment Company Act of 1940, as amended (the “1940 Act”); (vi) any class of the Company’s equity securities being delisted from a national securities exchange or ceasing to be authorized to be quoted in an
automated quotations system operated by a registered national securities association; (vii) any class of the Company’s equity securities becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange
Act; (viii) the suspension of the Company’s obligation to file reports pursuant to Section 15(d) of the Exchange Act; (ix) other than in connection with transactions in the ordinary course of the Company’s operations, the
acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; or (x) any changes in the Company’s charter, bylaws or other governing instruments or other actions that could impede the
acquisition of control of the Company.
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3. Certain Conditions of the Offer.
Notwithstanding any other provision of the Offer, we will not be required to purchase any Shares tendered pursuant to the Offer if such
repurchase will cause us to be in violation of the securities, commodities or other laws of the United States or any other relevant jurisdiction. Further, we will not be required to purchase any Shares tendered in the Offer if there is any
(i) material legal action or proceeding instituted or threatened which challenges, in the Board’s judgment, the Offer or otherwise materially adversely affects the Company, (ii) declaration of a banking moratorium by federal, state or
foreign authorities or any suspension of payment by banks in the United States, the State of New York or in a foreign country which is material to the Company, (iii) limitation which affects the Company or the issuers of its portfolio
securities imposed by federal, state or foreign authorities on the extension of credit by lending institutions or on the exchange of foreign currencies, (iv) commencement of war, armed hostilities or other international or national calamity
directly or indirectly involving the United States or any foreign country that is material to the Company or (v) other event or condition which, in the Board’s judgment, would have a material adverse effect on the Company or its
shareholders if Shares tendered pursuant to the Offer were purchased.
The foregoing conditions are for our sole benefit and may be
asserted by us regardless of the circumstances giving rise to any such condition, and any such condition may be waived by us, in whole or in part, at any time and from time to time in our reasonable judgment. Our failure at any time to exercise any
of the foregoing rights shall not be deemed a waiver of any such right; the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts or circumstances; and each such
right shall be deemed an ongoing right which may be asserted at any time and from time to time; provided that any such waiver shall apply to all tenders of Shares. Any determination by us concerning the events described in this Section 3 shall
be final and binding, subject to the rights of tendering shareholders to challenge our determination in a court of competent jurisdiction.
We reserve the right at any time during the pendency of the Offer to amend, extend or terminate the Offer in any respect. See Section 14
below.
4. Procedures for Tendering Shares.
Participation in the Offer is voluntary. If you elect not to participate in the Offer, your Shares will remain outstanding. To participate in
the Offer, you must complete and deliver the accompanying Letter of Transmittal (or, if your Shares are held in street name, instructing the firm holding such Shares to do the same on your behalf) to us at:
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| For delivery by regular mail: |
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For delivery by registered, certified or express
mail, by overnight courier or by personal delivery: |
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| FS Global Credit Opportunities Fund—T
c/o DST Systems, Inc.
P.O. Box 219095 Kansas
City, MO 64121-9095 |
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FS Global Credit Opportunities Fund—T
c/o DST Systems, Inc. 430 W.
7th Street Kansas City, MO 64105 |
The Letter of Transmittal must be received by us at the address above before 5:00 P.M., Central Time, on
the Expiration Date.
a. Proper Tender of Shares and Method of Delivery.
For Shares to be properly tendered pursuant to the Offer, a properly completed and duly executed Letter of Transmittal bearing original
signature(s) for all Shares to be tendered and any other documents required by the Letter of Transmittal must be physically received by us at the address listed above before 5:00 P.M., Central Time, on the Expiration Date. These materials may
be sent via mail, courier or personal delivery. Shareholders
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who desire to tender Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact that firm to effect a tender on their behalf.
THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING
SHAREHOLDER. IF DOCUMENTS ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
Shareholders have the responsibility to cause their Shares to be tendered, the Letter of Transmittal properly completed and bearing an
original signature(s) and the original of any required signature guarantee(s), and any other documents required by the Letter of Transmittal, to be timely delivered. Timely delivery is a condition precedent to acceptance of Shares for purchase
pursuant to the Offer and to payment of the Purchase Price.
b. Determination of Validity.
All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tenders will be determined by us, in our
sole discretion, which determination shall be final and binding, subject to the rights of tendering shareholders to challenge our determination in a court of competent jurisdiction. We reserve the absolute right to reject any or all tenders
determined not to be in appropriate form or to refuse to accept for payment, purchase or pay for, any Shares if, in the opinion of our counsel, accepting, purchasing or paying for such Shares would be unlawful. We also reserve the absolute right to
waive any of the conditions of the Offer or any defect in any tender, whether generally or with respect to any particular Share(s) or shareholder(s). Our interpretations, in consultation with our counsel, of the terms and conditions of the Offer
shall be final and binding, subject to the rights of tendering shareholders to challenge our determination in a court of competent jurisdiction.
NONE OF THE COMPANY, THE BOARD, FS GLOBAL ADVISOR OR ANY OTHER PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF ANY DEFECT OR
IRREGULARITY IN ANY TENDER, AND NONE OF THEM WILL INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY SUCH NOTICE.
c. United States Federal Income Tax Withholding.
To prevent the imposition of U.S. federal backup withholding tax on the gross payments made pursuant to the Offer, prior to receiving such
payments, each shareholder accepting the Offer who has not previously submitted to the Company a correct, completed and signed Internal Revenue Service (“IRS”) Form W-9
(“Form W-9”) (for U.S. Shareholders) or IRS Form W-8BEN
(“Form W-8BEN”), IRS Form W-8BEN-E (“Form W-8BEN-E”), IRS Form W-8IMY (“Form W-8IMY”), IRS Form W-8ECI (“Form W-8ECI”), IRS Form W-8EXP (“Form
W-8EXP”) or other applicable form (for Non-U.S. Shareholders), or otherwise established an exemption from such withholding, must submit the appropriate form to the Company. The applicable rate for
backup withholding is currently 28%. See Section 13 below.
For this purpose, a “U.S. Shareholder” is, in general, a beneficial
owner of our Shares for U.S. federal income tax purposes that is (i) a citizen or individual resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or
any political subdivision thereof, (iii) an estate the income of which is subject to United States federal income taxation regardless of the source of such income or (iv) a trust if (A) a court within the United States is able to
exercise primary supervision over the administration of the trust and (B) one or more U.S. persons have the authority to control all substantial decisions of the trust. A “Non-U.S. Shareholder”
is any beneficial owner of our Shares for U.S. federal income tax purposes other than a U.S. Shareholder.
5. Withdrawal
Rights.
At any time prior to 5:00 P.M., Central Time, on the Expiration Date, and, if the Shares have not by then been accepted
for payment by us, at any time after April 27, 2017 (which is 40 business days after the commencement of the Offer), any shareholder may withdraw any number of the Shares that the shareholder has tendered.
11
To be effective, a written Notice of Withdrawal must be timely received by us via mail, courier
or personal delivery at the address listed on page 10 of this Offer to Purchase. Any Notice of Withdrawal must specify the name(s) of the shareholder having tendered the Shares to be withdrawn and the number of Shares to be withdrawn. The form
of the Notice of Withdrawal is available upon request by contacting us at (877) 628-8575.
All questions as to the validity, form and eligibility (including time of receipt) of Notices of Withdrawal will be determined by us, in our
sole discretion, which determination shall be final and binding, subject to the rights of tendering shareholders to challenge our determination in a court of competent jurisdiction. Shares properly withdrawn will not thereafter be deemed to be
tendered for purposes of the Offer. Withdrawn Shares, however, may be re-tendered by following the procedures described in Section 4 above prior to 5:00 P.M., Central Time, on the Expiration Date.
6. Payment for Shares.
Our acceptance of your Shares will form a binding agreement between you and the Company on the terms and subject to the conditions of this
Offer. We will have accepted for payment Shares validly submitted for purchase and not withdrawn, when we give oral or written notice to DST Systems, Inc., our transfer agent (the “Transfer Agent”), of our acceptance for
payment of such Shares pursuant to the Offer. You will not receive interest on the Purchase Price under any circumstances.
In all cases,
payment for Shares purchased pursuant to the Offer will be made only after timely receipt by us of: (i) a Letter of Transmittal properly completed and bearing an original signature(s) and any required signature guarantee(s); and (ii) any
other documents required by the Letter of Transmittal. Shareholders may be charged a fee by a broker, dealer or other institution for processing the tender request. We will pay any transfer taxes payable on the transfer of Shares purchased pursuant
to the Offer. If, however, tendered Shares are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of any such transfer taxes (whether imposed on the registered holder(s) or such other person(s))
payable on account of the transfer to such person of such Shares will be deducted from the Purchase Price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted. We will not be obligated to purchase Shares
pursuant to the Offer under certain conditions. See Section 3 above.
Any tendering shareholder or other payee who has not previously
submitted a correct, completed and signed Form W-9, Form W-8BEN, Form W-8BEN-E, Form W-8IMY, Form W-8ECI, Form W-8EXP or other appropriate form, as necessary, and who fails to complete fully and sign either the Form W-9 in the Letter of Transmittal or other
appropriate form (e.g., Form W-8BEN, Form W-8BEN-E, Form W-8IMY, Form W-8ECI or Form W-8EXP) and provide such
properly completed form to us may be subject to federal backup withholding tax on the gross proceeds paid to such shareholder or other payee pursuant to the Offer. The applicable rate for backup withholding is currently 28%. See Section 13
regarding this tax as well as possible withholding at the rate of 30% (or lower applicable treaty rate) on the gross proceeds payable to tendering Non-U.S. Shareholders.
7. Source and Amount of Funds.
The total cost to us of purchasing the estimated maximum of 153,381 of our issued and outstanding Shares pursuant to the Offer, assuming a
Purchase Price of $8.2747 per Share based upon the NAV per Share as of February 15, 2017, the date of our most recent closing, would be $1,269,182. As discussed in Section 1, we are limiting the aggregate number of Shares to be
repurchased to the lesser of (i) 153,381 Shares (which number represents 5% of the weighted average number of Shares outstanding for the calendar year ended December 31, 2016), and (ii) the number of Shares the Company can repurchase with
the aggregate proceeds it has received from the beginning of the 2017 calendar year through, but not including, such date of repurchase from the sale of Shares under its distribution reinvestment plan (less the amount of any such proceeds used to
repurchase Shares on each previous repurchase date for tender offers conducted during the 2017 calendar year), plus the aggregate proceeds it receives from the sale of Shares at the two weekly closings that occur immediately prior to the date of
repurchase. The actual number of Shares to be repurchased, the actual Purchase Price, and therefore our total cost
12
of purchasing Shares pursuant to the Offer, is not determinable at this time. Our assets consist primarily of our interest in shares of the Fund. Therefore, in order to fund the repurchase of
Shares pursuant to the Offer, we may find it necessary to liquidate all or a portion of our interest in the Fund’s shares. As a result, the Offer may be conducted in parallel with a corresponding repurchase offer made by the Fund with respect
to its shares.
8. Financial Statements.
Financial statements have not been included herein because the consideration offered to shareholders consists solely of cash; the Offer is not
subject to any financing condition; and the Company is a public reporting company under Section 13(a) of the Exchange Act and Section 30 of the 1940 Act and the rules and regulations thereunder and files its reports electronically on the
EDGAR system.
Information about the Company and reports filed with the U.S. Securities and Exchange Commission (the
“SEC”) can be viewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information about the Reference Room’s operations may be obtained by calling the SEC at
(202) 551-8090. Reports and other information about the Company are available on the EDGAR Database on the SEC’s Internet site (www.sec.gov), and copies of this information may be obtained,
after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C.
20549.
9. Interest of Trustees, Executive Officers and Certain Related Persons; Transactions and Arrangements Concerning
the Shares.
Summary of Ownership by Officers and Trustees
The following table sets forth, as of February 15, 2017, information with respect to the beneficial ownership of our Shares by:
| |
• |
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each of our trustees and executive officers; and |
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• |
|
all of our trustees and executive officers as a group. |
|
|
|
|
|
|
|
|
|
| |
|
Shares Beneficially Owned
as of February 15, 2017 |
|
| Name(1) |
|
Number of
Shares |
|
|
Percentage(2) |
|
| Interested Trustees: |
|
|
|
|
|
|
|
|
| Michael C. Forman |
|
|
— |
|
|
|
— |
|
| David J. Adelman |
|
|
— |
|
|
|
— |
|
| Thomas J. Gravina |
|
|
— |
|
|
|
— |
|
|
|
|
| Independent Trustees: |
|
|
|
|
|
|
|
|
| Walter W. Buckley, III |
|
|
— |
|
|
|
— |
|
| David L. Cohen |
|
|
— |
|
|
|
— |
|
| Barbara J. Fouss |
|
|
— |
|
|
|
— |
|
| Philip E. Hughes, Jr. |
|
|
— |
|
|
|
— |
|
| Oliver C. Mitchell, Jr. |
|
|
— |
|
|
|
— |
|
| Charles P. Pizzi |
|
|
— |
|
|
|
— |
|
|
|
|
| Executive Officers: |
|
|
|
|
|
|
|
|
| William Goebel |
|
|
— |
|
|
|
— |
|
| Zachary Klehr |
|
|
— |
|
|
|
— |
|
| Gerald F. Stahlecker |
|
|
— |
|
|
|
— |
|
| Stephen S. Sypherd |
|
|
— |
|
|
|
— |
|
| James F. Volk |
|
|
— |
|
|
|
— |
|
| All trustees and executive officers as a group (14 persons) |
|
|
— |
|
|
|
— |
|
13
| (1) |
The address of each beneficial owner is c/o FS Global Credit Opportunities Fund—T, 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112. |
| (2) |
Based on a total of 12,189,812 Shares issued and outstanding on February 15, 2017. |
During the
sixty days prior to February 15, 2017, we have issued an aggregate of 3,825,892 Shares at an average price per Share of $8.45 for gross proceeds of approximately $32.3 million in closings that occurred on December 21, 2016, December 28, 2016,
January 4, 2017, January 11, 2017, January 18, 2017, January 25, 2017, February 1, 2017 and February 8, 2017. The number of Shares sold during this period includes an aggregate of approximately 55,659 Shares issued pursuant to our distribution
reinvestment plan. Except for transactions pursuant to the distribution reinvestment plan, based upon our records and upon information provided to us, there have not been any other transactions in Shares that were effected during such period by any
of our trustees or executive officers, any person controlling the Company, any trustee or executive officer of any corporation or other person ultimately in control of the Company, any associate or
minority-owned subsidiary of the Company or any executive officer or manager of any subsidiary of the Company. Neither we nor, to the best of our knowledge, any of the
above-mentioned persons, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to the Offer with respect to any of our securities
(including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties
against loss or the giving or withholding of proxies, consents or authorizations). Based upon information provided or available to us, none of our trustees, officers or affiliates intends to tender Shares pursuant to the Offer. The Offer does not,
however, restrict the purchase of Shares pursuant to the Offer from any such person.
10. Certain Effects of the
Offer.
The purchase of Shares pursuant to the Offer may have the effect of increasing the proportionate interest in the Company of
shareholders who do not tender Shares. All shareholders remaining after the Offer will be subject to any increased risks associated with the reduction in the number of outstanding Shares and the reduction in the Company’s assets resulting from
payment for the tendered Shares. See Section 7 above. All Shares purchased by the Company pursuant to the Offer will be retired and thereafter will be authorized and unissued Shares.
11. Certain Information about the Company.
We are an externally managed, non-diversified, closed-end
management investment company that is registered under the 1940 Act. We intend to elect to be treated for U.S. federal income tax purposes, and intend to qualify annually, as a RIC under Subchapter M of the Code.
Our primary investment objective is to generate an attractive total return consisting of a high level of current income and capital
appreciation, with a secondary objective of capital preservation. We seek to achieve our investment objectives by investing substantially all of the net proceeds from the issuance of our Shares in the Fund. The Fund is a separate, non-diversified,
closed-end management investment company that is registered under the 1940 Act and has the same investment objectives as the Company. The Fund is managed by FS Global Advisor, a private investment firm that is registered as an investment adviser
with the SEC and is an affiliate of ours. FS Global Advisor oversees the management of the Fund’s activities and is responsible for making investment decisions for the Fund’s portfolio. FS Global Advisor has engaged GSO Capital
Partners LP (“GSO”) to act as the Fund’s investment sub-adviser. All investments are made at the Fund level; therefore, our investment results correspond directly to the
investment results of the Fund. The Fund seeks to achieve its investment objectives by focusing on a limited number of opportunities across the investment universe that it believes offer potentially exceptional risk-adjusted income and returns as
compared to more traditional investment strategies under current and expected economic conditions. By focusing on high conviction investment opportunities, without respect to geographic constraints, and on strategies such as event-driven, special
situations and market price inefficiencies, the Fund believes it can create a portfolio that offers high potential income and returns while limiting its risk.
14
Our principal office is located at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112 and our
telephone number is (215) 495-1150.
12. Additional Information.
Certain information concerning our business, including our background, strategy, business, investment portfolio, competition and personnel, as
well as our financial information, is included in:
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• |
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our Prospectus, as filed with the SEC on April 29, 2016 pursuant to Rule 497 promulgated under the Securities Act of 1933, as amended on supplemented (the “Securities Act”); and |
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• |
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our Issuer Tender Offer Statement on Schedule TO, as filed with the SEC on February 21, 2017. |
Each of the foregoing documents is incorporated by reference herein. You may inspect and copy these reports and other information at the
SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at (202) 551-8090. The SEC
maintains an Internet site that contains reports, information statements and other information filed electronically by us with the SEC, which are available on the SEC’s website at www.sec.gov. Copies of these reports, information
statements and other information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference
Section, 100 F Street, N.E., Washington, D.C. 20549.
13. Certain United States Federal Income Tax Consequences.
The following discussion is a general summary of the U.S. federal income tax consequences of a sale of Shares pursuant to the Offer. This
summary is based upon the Code, applicable Treasury regulations promulgated thereunder, rulings and administrative pronouncements and judicial decisions, changes in which could affect the tax consequences described herein and could occur on a
retroactive basis. This summary addresses only Shares held as capital assets. This summary does not address all of the tax consequences that may be relevant to shareholders in light of their particular circumstances. In addition, this summary does
not address (i) any state, local or foreign tax considerations that may be relevant to a shareholder’s decision to tender Shares pursuant to the Offer; or (ii) any tax consequences to partnerships or entities classified as
partnerships for U.S. federal tax purposes (or their partners or members) tendering Shares pursuant to the Offer. Shareholders should consult their own tax advisors regarding the tax consequences of a sale of Shares pursuant to the Offer, as well as
the effects of state and local tax laws. See Section 4.c. “Procedures for Tendering Shares—United States Federal Income Tax Withholding” above.
a. U.S. Shareholders.
The sale of Shares pursuant to the Offer will generally be a taxable transaction for U.S. federal income tax purposes, either as a “sale
or exchange,” or under certain circumstances, as a “dividend.” Under Section 302(b) of the Code, a distribution derived from the sale of Shares pursuant to the Offer generally will be treated as a “sale or exchange” if
the distribution: (i) results in a “complete termination” of the shareholder’s interest in the Company, (ii) is “substantially disproportionate” with respect to the shareholder or (iii) is “not
essentially equivalent to a dividend” with respect to the shareholder. A distribution generally will be considered to have been made in “complete termination” of a shareholder’s interest in the Company if all of the Shares then
actually and constructively owned by the shareholder are tendered by such shareholder pursuant to the Offer. A “substantially disproportionate” distribution generally requires a reduction of at least 20% in a shareholder’s
proportionate interest in the Company following the Offer. A distribution “not essentially equivalent to a dividend” requires that there be a “meaningful reduction” in a shareholder’s interest in the Company, which generally
should be the case if the Shareholder has a minimal interest in the Company, exercises no control over the Company’s affairs, and suffers a reduction in his or her proportionate interest in the Company. In determining whether any of these tests
has been met, Shares actually owned, as well as Shares considered to be owned by the shareholder by reason of certain constructive ownership rules set forth in Section 318 of the Code, generally must be taken into account.
15
If any of these three tests for “sale or exchange” treatment is met, a shareholder will
recognize gain or loss equal to the difference between the amount of cash received pursuant to the Offer and the tax basis of the Shares sold. The gain or loss will be a capital gain or loss. In general, capital gain or loss with respect to Shares
sold will be long-term capital gain or loss if the holding period for such Shares is more than one year. The maximum long-term capital gains rate applicable to
individual shareholders is generally 15% or 20% depending on whether the individual’s income exceeds certain threshold amounts. The ability to deduct capital losses is limited. Under the “wash sale” rules of the Code, recognition of a
loss on Shares sold pursuant to the Offer will ordinarily be disallowed to the extent a shareholder acquires substantially identical Shares within 30 days before or after the date the Shares are purchased by the Company pursuant to the Offer.
In that event, the basis and holding period of the Shares acquired will be adjusted to reflect the disallowed loss. Additionally, any loss realized upon a taxable disposition of Shares held for six months or less will be treated as a long-term capital loss to the extent of any capital gains dividends received by the shareholder (or amounts credited to the shareholder as undistributed capital gains) with respect to such Shares.
If none of the tests set forth in Section 302(b) of the Code are met, amounts received by a shareholder who sells Shares pursuant to the
Offer will be taxable to the shareholder as a “dividend” to the extent of such shareholder’s allocable share of the Company’s current or accumulated earnings and profits, and the excess of such amounts received over the portion
that is taxable as a dividend will constitute a non-taxable return of capital (to the extent of the shareholder’s tax basis in the Shares sold pursuant to the Offer). Any amounts received in excess of the
shareholder’s tax basis in such case will constitute taxable gain. If the amounts received by a tendering shareholder are treated as a “dividend,” the tax basis in the Shares tendered to the Company will be transferred to any
remaining Shares held by such shareholder.
In addition, if a tender of Shares is treated as a “dividend” to a tendering
shareholder, the IRS may take the position that a constructive distribution under Section 305(c) of the Code may result to a shareholder whose proportionate interest in the earnings and assets of the Company has been increased by such tender.
Shareholders are urged to consult their own tax advisors regarding the possibility of deemed distributions resulting from the sale of Shares pursuant to the Offer.
An additional 3.8% Medicare tax is imposed on certain net investment income (including dividends or gains recognized in connection with
payments made to U.S. shareholders pursuant to the Offer) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income”
(in the case of an estate or trust) exceeds certain threshold amounts.
The Company cannot predict whether or the extent to which the
Offer will be oversubscribed. If the Offer is oversubscribed, proration of tenders pursuant to the Offer will cause the Company to accept fewer Shares than are tendered. Therefore, a U.S. Shareholder can be given no assurance that a sufficient
number of such U.S. Shareholder’s Shares will be purchased pursuant to the Offer to ensure that such purchase will be treated as a “sale or exchange”, rather than as a “dividend”, for U.S. federal income tax purposes
pursuant to the rules discussed above.
The Company may be required to withhold a portion of the gross proceeds paid to a U.S. Shareholder
or other payee pursuant to the Offer unless the U.S. Shareholder has completed and submitted to the Company a Form W-9, providing the U.S. Shareholder’s employer identification number or social
security number, as applicable, and certifying under penalties of perjury that: (a) such number is correct; (b) either (i) the U.S. Shareholder is exempt from backup withholding, (ii) the U.S. Shareholder has not been notified by
the IRS that the U.S. Shareholder is subject to backup withholding as a result of an under-reporting of interest or dividends, or (iii) the IRS has notified the U.S. Shareholder that the U.S. Shareholder is no longer subject to backup
withholding; or (c) an exception applies under applicable law. The applicable rate for backup withholding is currently 28%. A Form W-9 is included with the Letter of Transmittal for U.S.
Shareholders. Even though the Company may have received a completed Form W-9 from a U.S. Shareholder, the Company may nevertheless be required to backup withhold if it receives a notice from the IRS to that effect.
16
b. Non-U.S. Shareholders.
The U.S. federal income taxation of a Non-U.S. Shareholder on a sale of Shares pursuant to
the Offer depends on whether this transaction is “effectively connected” with a trade or business carried on in the United States by the Non-U.S. Shareholder (and if an income tax treaty applies, on
whether the Non-U.S. Shareholder maintains a U.S. permanent establishment) as well as the tax characterization of the transaction as either a sale of the Shares or a dividend distribution by the Company, as
discussed above for U.S. Shareholders. If the sale of Shares pursuant to the Offer is not so effectively connected (or, if an income tax treaty applies, the Non-U.S. Shareholder does not maintain a U.S.
permanent establishment) and if, as anticipated for U.S. Shareholders, it gives rise to gain or loss rather than dividend treatment, any gain realized by a Non-U.S. Shareholder upon the tender of Shares
pursuant to the Offer will not be subject to U.S. federal income tax or to any U.S. tax withholding; provided, however, that such a gain will be subject to U.S. federal income tax at the rate of 30% (or such lower rate as may be applicable under an
income tax treaty) if the Non-U.S. Shareholder is a non-resident alien individual who is physically present in the United States for more than 182 days during the
taxable year of the sale. If, however, Non-U.S. Shareholders are deemed, for the reasons described above in respect of U.S. Shareholders, to receive a dividend distribution from the Company with respect to
Shares they tender, the portion of the distribution treated as a dividend to the Non-U.S. Shareholder would be subject to a U.S. withholding tax at the rate of 30% (or such lower rate as may be applicable
under a tax treaty) if the dividend is not effectively connected with the conduct of a trade or business in the United States by the Non-U.S. Shareholder.
If the amount realized on the tender of Shares by a Non-U.S. Shareholder is effectively connected with
the conduct of a trade or business in the United States by the Non-U.S. Shareholder (and, if an income tax treaty applies, the Non-U.S. Shareholder maintains a U.S.
permanent establishment), regardless of whether the tender is characterized as a sale or as giving rise to a dividend distribution from the Company for U.S. federal income tax purposes, the transaction will be treated and taxed in the same manner as
if the Shares involved were tendered by a U.S. Shareholder.
Any dividends received by a corporate
Non-U.S. Shareholder that are effectively connected with a U.S. trade or business in which the corporate shareholder is engaged (and if an income tax treaty applies, are attributable to a permanent
establishment maintained by the corporate Non-U.S. Shareholder) also may be subject to an additional branch profits tax at a 30% rate, or lower applicable treaty rate.
Non-U.S. Shareholders should provide the Company with a properly completed Form W-8BEN, Form W-8BEN-E, Form W-8IMY, Form W-8ECI, Form W-8EXP or other
applicable form in order to avoid backup withholding on the cash they receive from the Company regardless of how they are taxed with respect to their tender of the Shares involved.
The Foreign Account Tax Compliance Act (“FATCA”) provisions of the Code generally impose withholding tax on certain
payments made to a foreign entity if such entity fails to satisfy certain disclosure and reporting rules. FATCA generally requires that (i) in the case of a foreign financial institution (defined broadly to include a bank, certain insurance
companies, a hedge fund, a private equity fund, a mutual fund, a securitization vehicle or other investment vehicle), the entity identifies and provides information in respect of financial accounts with such entity held (directly or indirectly) by
U.S. persons and U.S.-owned foreign entities and (ii) in the case of a non-financial foreign entity, the entity identifies and provides information in respect of substantial U.S. owners of such entity. The types of payments subject to FATCA
withholding include, among others, dividends and (beginning on January 1, 2019) the gross proceeds from the sale, exchange, or other disposition of any property, such as Shares, that could produce U.S. source dividends. However, if a tendering
Non-U.S. Shareholder is subject to withholding under FATCA and is also subject to either backup withholding or U.S. nonresident withholding at source, the Company will withhold only under FATCA (subject to an ability by the Company to elect to
backup withhold in certain circumstances).
17
The tax discussion set forth above is included for general information only. Each shareholder
is urged to consult such shareholder’s own tax advisor to determine the particular tax consequences to him or her of the Offer, including the applicability and effect of state, local and foreign tax laws.
14. Amendments; Extension of Tender Period; Termination.
We reserve the right, at any time during the pendency of the Offer, to amend, supplement, extend or terminate the Offer in any respect. Without
limiting the manner in which we may choose to make a public announcement of such an amendment, supplement, extension or termination, we shall have no obligation to publish, advertise or otherwise communicate any such public announcement, except as
provided by applicable law (including Rules 14e-1(d) and 13e-4(e)(3) promulgated under the Exchange Act).
We may extend the period of time the Offer will be open by issuing a press release or making some other public announcement by no later than
9:00 A.M., Eastern Time, on the next business day after the Offer otherwise would have expired. Except to the extent required by applicable law (including Rule 13e-4(f)(1) promulgated under the
Exchange Act), we will have no obligation to extend the Offer.
15. Forward Looking Statements; Miscellaneous.
This Offer may include forward-looking statements. The
forward-looking statements contained in this Offer may include statements as to:
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our future operating results; |
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• |
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our business prospects and the prospects of the companies in which the Fund may invest; |
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• |
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the impact of the investments that we expect the Fund to make; |
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• |
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the ability of the Fund’s portfolio companies to achieve their objectives; |
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• |
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the Fund’s current and expected financings and investments; |
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• |
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changes in the general interest rate environment; |
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• |
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the adequacy of our and the Fund’s cash resources, financing sources and working capital; |
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• |
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the timing and amount of cash flows, distributions and dividends, if any, from the Fund’s portfolio companies; |
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• |
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our contractual arrangements and relationships with third parties; |
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• |
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actual and potential conflicts of interest with FS Global Advisor, FB Income Advisor, LLC, FS Investment Corporation, FS Investment Advisor, LLC, FS Energy and Power Fund, FSIC II Advisor, LLC, FS Investment
Corporation II, FSIC III Advisor, LLC, FS Investment Corporation III, FSIC IV Advisor, LLC, FS Investment Corporation IV, GSO or any of their affiliates; |
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the dependence of our future success on the general economy and its effect on the industries in which the Fund may invest; |
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the Fund’s use of financial leverage; |
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the ability of FS Global Advisor to locate suitable investments for the Fund and to monitor and administer the Fund’s investments; |
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the ability of FS Global Advisor or its affiliates to attract and retain highly talented professionals; |
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our and the Fund’s ability to qualify for and maintain qualification as a RIC; |
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the impact on our business of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended, and the rules and regulations issued thereunder; |
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the effect of changes to tax legislation and our and the Fund’s tax position; and |
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the tax status of the enterprises in which the Fund may invest. |
In addition, words such as
“anticipate,” “believe,” “expect” and “intend” indicate a forward-looking statement, although not all forward-looking statements
include these words. The forward-looking statements contained in this Offer involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including, but not limited to, the factors set forth in the “Types of Investments and Related Risks” sections of our SEC filings. Other factors that could cause
actual results to differ materially include:
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changes in the economy; |
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risks associated with possible disruption in our operations or the economy generally due to terrorism or natural disasters; and |
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future changes in laws or regulations and conditions in our operating areas. |
We have based
the forward-looking statements included in this Offer on information available to us on the date of this Offer. Except as required by the federal securities laws, we undertake no obligation to revise or update
any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised to consult any additional disclosures that we may make directly to you or through reports
that we may file in the future with the SEC. The forward-looking statements and projections contained in this Offer are excluded from the safe harbor protection provided by Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Exchange Act.
The Offer is not being made to, nor will we accept tenders from, or on
behalf of, owners of Shares in any jurisdiction in which the making of the Offer or its acceptance would not comply with the securities or “blue sky” laws of that jurisdiction. We are not aware of any jurisdiction in which the making of
the Offer or the acceptance of tenders of, purchase of, or payment for, Shares in accordance with the Offer would not be in compliance with the laws of such jurisdiction. We, however, reserve the right to exclude shareholders in any jurisdiction in
which it is asserted that the Offer cannot lawfully be made or tendered Shares cannot lawfully be accepted, purchased or paid for. So long as we make a good-faith effort to comply with any state law deemed
applicable to the Offer, we believe that the exclusion of holders residing in any such jurisdiction is permitted under Rule 13e-4(f)(9) promulgated under the Exchange Act. In any jurisdiction where the
securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on our behalf by one or more brokers or dealers licensed under the laws of such jurisdiction.
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| February 21, 2017 |
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FS GLOBAL CREDIT OPPORTUNITIES FUND—T |
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