FS KKR Capital Corp (Form: 8-K, Received: 12/19/2018 16:27:17)

FS Investment Corporation

Date: December 19, 2018

/s/ Stephen S. Sypherd

Stephen S. Sypherd

General Counsel

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): December 19, 2018

FS KKR Capital Corp.

(Exact name of Registrant as specified in its charter)


Maryland	814-00757	26-1630040
(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: (215) 495-1150

FS Investment Corporation

(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))

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 2.01

Completion of Acquisition or Disposition of Assets.

On December 19, 2018, FS KKR Capital Corp., a Maryland corporation formerly known as FS Investment Corporation (the “Company”), completed its previously announced acquisition of Corporate Capital Trust, Inc., a Maryland Corporation (“CCT”), pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 22, 2018, by and among the Company, CCT, IC Acquisition, Inc., a Maryland corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and FS/KKR Advisor, LLC, a Delaware limited liability company and the investment adviser to the Company (the “Adviser”). Pursuant to the Merger Agreement, CCT was first merged with and into Merger Sub, with CCT as the surviving corporation, and, immediately following such merger, CCT was then merged with and into the Company, with the Company as the surviving company (such transactions, the “Merger”).

In accordance with the terms of the Merger Agreement, at the time of the transactions contemplated by the Merger Agreement, each outstanding share of CCT common stock was converted into the right to receive 2.3552 shares of the Company’s common stock (with CCT stockholders receiving cash in lieu of fractional shares of the Company’s common stock). As a result, FSIC will issue an aggregate of approximately 292,326,586 shares of its common stock to former CCT stockholders prior to any adjustment for CCT stockholders receiving cash in lieu of fractional shares.

The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed by FSIC as Exhibit 2.1 to its Current Report on Form 8-K filed on July 23, 2018 and is incorporated herein by reference.

Item 5.02 Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Upon the closing of the Merger, the previously disclosed resignations of Gregory P. Chandler, Barry H. Frank, Philip E. Hughes, Jr. and Pedro Ramos from the board of directors of the Company (the “Board”) became automatically effective, the size of the Board was automatically expanded from 9 directors to 11 directors, and each of Barbara Adams, Frederick Arnold, Brian R. Ford, Richard Goldstein, Jerel A. Hopkins and James H. Kropp were qualified for office as directors.

As a result, the Board of the Company currently consists of the following persons:


Director		Class (Expiration of Term)
Barbara Adams		Class C (2019)
Frederick Arnold		Class C (2019)
Michael C. Forman		Class C (2019)
Jerel A. Hopkins		Class C (2019)
James H. Kropp		Class A (2020)
Michael J. Hagan		Class A (2020)
Jeffrey K. Harrow		Class A (2020)
Joseph P. Ujobai		Class A (2020)
Todd Builione		Class B (2021)
Richard Goldstein		Class B (2021)
Brian R. Ford		Class B (2021)

Item 5.03

Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 1, 2018, the Board approved the amendment to the Company’s Second Articles of Amendment and Restatement (the “Charter”) to change the name of the Company from “FS Investment Corporation” to “FS KKR Capital Corp.” in connection with the closing of the Merger. On December 19, 2018, following the consummation of the Merger, the Articles of Amendment to the Charter effecting the name change were filed with the State Department of Assessments and Taxation of Maryland and became immediately effective.

The Articles of Amendment are attached hereto as Exhibit 3.1.

Item 7.01

Regulation FD.

On December 19, 2018, the Adviser issued a press release announcing, among other things, the closing of the Merger. The press release is furnished as Exhibit 99.1 to this Form 8-K.

The unaudited pro forma condensed consolidated financial information of the Company is furnished herewith as Exhibit 99.2. The unaudited pro forma information furnished herewith is presented for illustrative purposes only and does not necessarily indicate the results of operations or the combined financial position that would have resulted had the transactions contemplated by the Merger Agreement, including the Merger, been completed at the beginning of the applicable period presented, nor the impact of expense efficiencies, asset dispositions, share repurchase and other factors.

Forward-Looking Statements

Statements included herein may constitute “forward-looking” statements as that term is defined in Section 27A of the Securities Act, 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 the Company. 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 Company’s operations or the economy generally due to terrorism or natural disasters, future changes in laws or regulations and conditions in the Company’s operating area, the price at which shares of the Company’s common stock trade on the New York Stock Exchange, unexpected costs, charges or expenses resulting from the business combination transaction involving the Company, and failure to realize the anticipated benefits of the Merger. Some of these factors are enumerated in the filings the Company made with the Securities and Exchange Commission (the “SEC”). The inclusion 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. Except as required by federal securities laws, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.


EXHIBIT NUMBER

2.1		Agreement and Plan of Merger, by and among FS Investment Corporation, IC Acquisition, Inc., Corporate Capital Trust, Inc. and FS/KKR Advisor, LLC, dated as of July 22, 2018 (Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on July 23, 2018.)

3.1		Articles of Amendment to Second Articles of Amendment and Restatement of FS Investment Corporation

99.1		Press Release, dated as of December 19, 2018 (furnished herewith)

99.2		Unaudited Pro Forma Condensed Consolidated Financial Information (furnished herewith)

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.

Exhibit 3.1

FS INVESTMENT CORPORATION

Articles of Amendment

FS Investment Corporation, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) that:

FIRST : The Corporation desires to, and hereby does, amend its charter (the “Charter”) as currently in effect as hereinafter set forth.

SECOND : The Charter is hereby amended by deleting the text of Article I in its entirety and inserting in place thereof the following:

The name of the Corporation is FS KKR Capital Corp .

THIRD: The amendment to the Charter as set forth above shall take effect when these Articles of Amendment are accepted for record by the SDAT.

FOURTH : The amendment to the Charter as set forth above has been approved by the board of directors of the Corporation, without action by the stockholders, as permitted by Section 2-605(a)(1) of the Maryland General Corporation Law.

FIFTH : The amendment to the Charter set forth herein does not increase the authorized stock of the Corporation.

SIXTH : The undersigned Chief Executive Officer acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalty for perjury.

[ Remainder of page left blank intentionally ]

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer on December 19, 2018.

Exhibit 99.1

FS/KKR Announces Closing of Merger of FS Investment Corporation and Corporate Capital Trust

Combination Creates Second-Largest Publicly Traded BDC

FS Investment Corporation Renamed FS KKR Capital Corp. and Will Trade under Ticker Symbol FSK on NYSE

Board of Directors Authorizes $200 Million Share Repurchase Program

PHILADELPHIA and NEW YORK – December 19, 2018 – FS/KKR Advisor, LLC (FS/KKR), a partnership between FS Investments and KKR Credit Advisors (US) LLC, today announced that the merger of FS Investment Corporation (NYSE: FSIC) and Corporate Capital Trust, Inc. (NYSE: CCT) has closed, creating the second-largest publicly traded business development company. With the closing of the merger, FS Investment Corporation has been renamed FS KKR Capital Corp. (FSK) and will begin trading on the New York Stock Exchange under the ticker symbol “FSK” on December 20, 2018.

“Combining FSIC and CCT represents an important milestone for our franchise in our quest to drive consistent and sustained value for our investors,” said Michael Forman, Chief Executive Officer of FSK. “We believe the business and operational synergies this merger is expected to create – including lower administrative costs, a more diversified investment portfolio and an optimized capital structure – position us well to deliver on that objective.”

Cash Distribution and Exchange Ratio

CCT’s board of directors previously declared a conditional special cash distribution of at least $0.402 per share, which will be paid on or about December 27, 2018 to stockholders of record as of the close of business on December 18, 2018. Prior to the closing of the merger, CCT determined that the amount of such special cash distribution will be $0.506 per share.

Based on the final merger exchange ratio reported by FSK today, CCT shareholders will receive 2.3552 FSK shares for each share of CCT held, subject to payment of cash in lieu of fractional shares.

Share Repurchase Program

Concurrent with today’s closing announcement, FSK’s board of directors has authorized a share repurchase program. Under the program, FSK may repurchase up to $200 million in the aggregate of its outstanding common stock in the open market at prices below the current net asset value per share.

The timing, manner, price and amount of any share repurchases will be determined by FSK, based upon the evaluation of economic and market conditions, FSK’s stock price, applicable legal and regulatory requirements and other factors. The program will be in effect through December 19, 2019, unless extended, or until the aggregate repurchase amount that has been approved by FSK’s board of directors has been expended. The program may be suspended, extended, modified or discontinued at any time.

FSK currently intends to release preliminary financial information as of and for the year ended December 31, 2018 in mid-January 2019 to allow potential repurchases to commence.

Todd Builione, President of FSK, added, “We believe buying shares of FSK is a compelling opportunity. Given current trading and dividend levels, investors are able to earn a 13% annual dividend yield with the potential for significant market price appreciation through convergence to fundamental book value. Our board has authorized a $200 million share repurchase program, which reflects our perspective on this buying opportunity and confidence in our investment portfolio and broader franchise.”

Exhibit 99.1

About FS KKR Capital Corp.

FS KKR Capital Corp. (NYSE: FSK) is a publicly traded business development company focused on providing customized credit solutions to private middle market U.S. companies. FSK seeks to invest primarily in the senior secured debt and, to a lesser extent, the subordinated debt of private middle market U.S. companies to achieve the best risk-adjusted returns for investors. FSK is advised by FS/KKR Advisor, LLC. For more information, visit www.fskkrcapitalcorp.com .

About FS/KKR Advisor, LLC

FS/KKR Advisor, LLC is a partnership between FS Investments and KKR Credit that serves as the investment adviser to BDCs with approximately $17 billion in assets under management as of September 30, 2018. The BDCs managed by FS/KKR include FS KKR Capital Corp., FS Investment Corporation II, FS Investment Corporation III, FS Investment Corporation IV and Corporate Capital Trust II.

FS Investments is a leading asset manager dedicated to helping individuals, financial professionals and institutions design better portfolios. The firm provides access to alternative sources of income and growth, and focuses on setting industry standards for investor protection, education and transparency. FS Investments is headquartered in Philadelphia, PA with offices in New York, NY, Orlando, FL and Washington, DC. Visit fsinvestments.com to learn more.

KKR Credit is a subsidiary of KKR & Co. Inc., a leading global investment firm that manages multiple alternative asset classes, including private equity, energy, infrastructure, real estate and credit, with strategic manager partnerships that manage hedge funds. KKR aims to generate attractive investment returns for its fund investors by following a patient and disciplined investment approach, employing world-class people, and driving growth and value creation with KKR portfolio companies. KKR invests its own capital alongside the capital it manages for fund investors and provides financing solutions and investment opportunities through its capital markets business. References to KKR’s investments may include the activities of its sponsored funds. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.

Contact Information:

Institutional Investors (FS Investments)

Marc Yaklofsky or Robert Paun

marc.yaklofsky@fsinvestments.com

215-309-6763

Financial Advisors and Retail Investors

877-628-8575

Institutional Investors (KKR)

Danny McMahon

CCT-IR@kkr.com

Media (FS Investments)

Marc Yaklofsky or Melanie Hemmert

media@fsinvestments.com

215-495-1174

Media (KKR)

Kristi Huller or Cara Kleiman Major

media@kkr.com

212-750-8300

Forward-Looking Statements and Important Disclosure Notice

Statements included herein may constitute “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

Exhibit 99.1

future events or the future performance or operations of FSK. 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 FSK’s operations or the economy generally due to terrorism or natural disasters, future changes in laws or regulations and conditions in FSK’s operating area, the price at which shares of FSK’s common stock trade on the New York Stock Exchange, unexpected costs, charges or expenses resulting from the business combination transaction involving FSK, and failure to realize the anticipated benefits of the business combination transaction involving FSK. Some of these factors are enumerated in the filings FSK made with the Securities and Exchange Commission. The inclusion 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. Except as required by federal securities laws, FSK undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

The timing and amount of any future distributions on FSK’s shares of common stock are subject to applicable legal restrictions and the sole discretion of its board of directors. There can be no assurance as to the amount or timing of any such future distributions.

# # #

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only and does not necessarily indicate the results of operations or the combined financial position that would have resulted had the combination by a merger and related transactions (the “Merger”) of FS Investment Corporation (“FSIC”) and Corporate Capital Trust, Inc. (“CCT”) been completed at the beginning of the applicable period presented, nor the impact of expense efficiencies, asset dispositions, share repurchases and other factors. In addition, as explained in more detail in the accompanying notes to the unaudited pro forma condensed consolidated financial information, the allocation of the pro forma purchase price reflected in the unaudited pro forma condensed consolidated financial information involves estimates, is subject to adjustment and may vary significantly from the actual purchase price allocation that will be recorded upon completion of the Merger. Following the consummation of the Merger, FSIC, as the surviving company, was renamed FS KKR Capital Corp. (“FSK”).

FS KKR Capital Corp. and Subsidiaries

Pro Forma Condensed Consolidated Statements of Assets and Liabilities

As of September 30, 2018

Unaudited

(in thousands, except share and per share data)


	Actual FS Investment Corporation		Actual Corporate Capital Trust		Pro Forma Adjustments			Pro Forma FS KKR Capital Corp. Combined		Post Merger Markup of Investments to Fair Value			Adjusted Combined FS KKR Capital Corp.
Assets and Liabilities Data:
Investments, at fair value	$	3,537,252	$	4,116,271	$	(711,394	)(A)	$	6,942,129	$	711,394	(A)	$	7,653,523
Cash and cash equivalents		99,965		158,744		(18,922	)(B)		239,787					239,787
Other assets		61,454		96,099		(21,937	)(A)		135,616					135,616

Total assets		3,698,671		4,371,114		(752,253	)		7,317,532		711,394			8,028,926
Debt		1,550,315		1,820,493		3,733	(A)		3,374,541					3,374,541
Other liabilities		81,495		137,143		—			218,638					218,638

Total liabilities		1,631,810		1,957,636		3,733			3,593,179					3,593,179
Stockholders’ equity		2,066,861		2,413,478		(755,986	)		3,724,353		711,394			4,435,747

Total liabilities and stockholders’ equity	$	3,698,671	$	4,371,114	$	(752,253	)	$	7,317,532	$	711,394		$	8,028,926

Total shares outstanding		239,154,069		124,119,644		292,326,586	(C)		531,480,655					531,480,655

Net assets per share	$	8.64	$	19.44				$	7.01				$	8.35

See notes to pro forma condensed consolidated financial statements.

FS KKR Capital Corp. and Subsidiaries

Pro Forma Condensed Consolidated Statement of Operations

For the Nine Months Ended September 30, 2018

Unaudited

(in thousands, except share and per share data)


	Actual FS Investment Corporation			Actual Corporate Capital Trust			Pro Forma Adjustments			Pro Forma FS KKR Capital Corp. Combined
Performance Data:
Interest, PIK and dividend income	$	281,304		$	300,500		$	—		$	581,804
Fee income		9,808			6,767			—			16,575

Total investment income		291,112			307,267			—			598,379
Interest and credit facility fees		61,506			65,749						127,255
Base management fees		47,426			46,595			(4,932	)(D)		89,089
Income based incentive fees		22,905			35,029						57,934
Capital gains incentive fees		—			—			—			—
Other expenses		9,467			16,828			(3,689	)(E)		22,606

Operating expenses		141,304			164,201			(8,621	)		296,884

Management fee waiver		(2,776	)		—			2,776	(D)		—
Net expenses		138,528			164,201						296,884

Net investment income before taxes		152,584			143,066			5,845			301,495
Income tax expense (benefit)		—			366						366

Net investment income		152,584			142,700			5,845			301,129
Net realized gains		56,307			(44,934	)					11,373
Net change in unrealized gains (losses)		(238,644	)		44,625						(194,019	)

Total net realized and unrealized gains (losses)		(182,337	)		(309	)					(182,646	)

Net increase (decrease) in net assets resulting from operations	$	(29,753	)	$	142,391		$	5,845		$	118,483

Weighted average shares outstanding		242,647,216			125,761,583						534,973,802

Earnings per share	$	(0.12	)	$	1.13					$	0.22

Net investment income per share	$	0.63		$	1.13					$	0.56

See notes to pro forma condensed consolidated financial statements.

FS KKR Capital Corp. and Subsidiaries

Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2017

Unaudited

(in thousands, except share and per share data)


	Actual FS Investment Corporation			Actual Corporate Capital Trust			Pro Forma Adjustments			Pro Forma FS KKR Capital Corp. Combined
Performance Data:
Interest, PIK and dividend income	$	375,295		$	379,880		$	—		$	755,175
Fee income		44,016			17,829			—			61,845

Total investment income		419,311			397,709						817,020
Interest and credit facility fees		79,145			65,501						144,646
Base management fees		72,797			80,676			(30,989	)(D)		122,484
Income based incentive fees		50,297			16,139						66,436
Capital gains incentive fees		—			—						—
Other expenses		10,629			24,436			(8,052	)(E)		27,013

Operating expenses		212,868			186,752			(39,041	)		360,579

Management fee waiver		(2,575	)		—			2,575	(D)		—
Net expenses		210,293			186,752						360,579

Net investment income before taxes		209,018			210,957			36,466			456,441
Income tax expense (benefit)		5,259			658						5,917

Net investment income		203,759			210,299			36,466			450,524
Net realized gains		(142,543	)		(79,259	)					(221,802	)
Net change in unrealized gains (losses)		120,771			43,090						163,861

Total net realized and unrealized gains (losses)		(21,772	)		(36,169	)					(57,941	)

Net increase (decrease) in net assets resulting from operations	$	181,987		$	174,130		$	36,466		$	392,583

Weighted average shares outstanding		245,270,969			136,715,587						518,497,002

Earnings per share	$	0.74		$	1.27					$	0.76

Net investment income per share	$	0.83		$	1.54					$	0.87

See notes to pro forma condensed consolidated financial statements.

FS KKR Capital Corp. and Subsidiaries

Notes to Pro Forma Condensed Consolidated Financial Statements

Unaudited

(In thousands, except share and per share data unless otherwise stated)

1. BASIS OF PRO FORMA PRESENTATION

The unaudited pro forma condensed consolidated financial information related to the Merger is included as of and for the nine months ended September 30, 2018 and for the year ended December 31, 2017.

On July 22, 2018, FSIC, CCT, IC Acquisition, Inc., a wholly owned subsidiary of FSIC (“Merger Sub”), and FS/KKR Advisor, LLC (the “Adviser”) entered into an Agreement and Plan of Merger, dated as of July 22, 2018 (the “Merger Agreement”). The pro forma adjustments included herein reflect the conversion of shares of CCT common stock, $0.001 par value per share (“CCT Common Stock”), into shares of FSIC common stock, $0.001 par value per share (“FSIC Common Stock”), using the final exchange ratio as of December 17, 2018 of 2.3552 shares of FSIC Common Stock for each of the 124.1 million shares of CCT Common Stock outstanding as of September 30, 2018.

For the purposes of the pro forma condensed consolidated financial statements, the purchase price is $1.7 billion in stock consideration which is based upon a price of $5.67 per share of FSIC Common Stock as of December 14, 2018 multiplied by the 292,326,586 shares issued upon completion of the Merger (prior to giving effect to any cash paid in lieu of fractional shares).

The merger of Merger Sub with and into CCT will be accounted for as an asset acquisition of CCT by FSIC in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations—Related Issues . The fair value of the merger consideration paid by FSIC is allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of acquisition and will not give rise to goodwill. As indicated in Note 3 below regarding the preliminary pro forma purchase price allocation calculated as of September 30, 2018, the estimated fair value of the net assets acquired on a pro forma basis exceeds the estimated fair value of the merger consideration paid by FSIC.

In applying the asset acquisition method of accounting, FSIC uses a cost approach to allocate the cost of the assets purchased against the assets being acquired. The cost of the acquisition is determined to be the fair value of the consideration given or the fair value of the assets acquired, whichever is more clearly evident. FSIC determined that the fair value of the shares of FSIC Common Stock be issued pursuant to the Merger Agreement based on FSIC’s most recent traded price on the New York Stock Exchange to be the most evident and used this value as the cost of the transaction.

As discussed below, FSIC allocated $3,405 million cost to the CCT investments assumed which was $711 million below their fair market value as of September 30, 2018. Immediately upon consummation of the Merger, CCT’s investments initially recognized based on cost under the purchase price allocation process will be revalued to their respective fair values under Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure (“ASC Topic 820”). As such, no dilution to stockholders will result from the application of the asset acquisition method of accounting by allocating a portion of the purchase price against the value of CCT’s investments. Further, the appreciation of investments resulting from the subsequent write-up will not have an impact on the reported performance of FSIC or the incentive fees accrued and/or paid by FSIC.

FSIC’s financial statements include its accounts and the accounts of all its consolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates: The preparation of the unaudited pro forma condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Many of the amounts have been rounded, and all amounts are in thousands, except share and per share amounts.

Valuation of Portfolio Investments: FSIC determines the net asset value of its investment portfolio each quarter. Securities are valued at fair value as determined in good faith by the board of directors of FSIC (the “FSIC Board”). In connection with that determination, the Adviser provides the FSIC Board with portfolio company valuations which are based on relevant inputs, including, but not limited to, indicative dealer quotes, values of like securities, recent portfolio company financial statements and forecasts, and valuations prepared by independent third-party valuation services.

ASC Topic 820 issued by the Financial Accounting Standards Board clarifies the definition of fair value and requires companies to expand their disclosure about the use of fair value to measure assets and liabilities in interim and annual periods subsequent to initial recognition. ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, which includes inputs such as quoted prices for similar securities in active markets and quoted prices for identical securities where there is little or no activity in the market; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The fair values of FSIC’s investments are determined in good faith by the FSIC Board. The FSIC Board is responsible for the valuation of FSIC’s portfolio investments at fair value as determined in good faith pursuant to FSIC’s valuation policy and consistently applied valuation process. The FSIC Board has delegated day-to-day responsibility for implementing its valuation policy to the Adviser’s management team, and has authorized the Adviser’s management team to utilize independent third-party valuation and pricing services that have been approved by the FSIC Board. The valuation committee of the FSIC Board is responsible for overseeing the Adviser’s implementation of the valuation process.

Income Taxes: FSIC has elected to be treated for U.S. federal income tax purposes, and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986 (the “Code”). To qualify for and maintain qualification as a RIC, FSIC must, among other things, meet certain source-of-income and asset diversification requirements, as well as distribute to its stockholders, for each tax year, at least 90% of its “investment company taxable income,” which is generally FSIC’s net ordinary income plus the excess, if any, of realized net short-term capital gains over realized net long-term capital losses, determined without regard to any deduction for distributions paid. As a RIC, FSIC will not have to pay corporate-level U.S. federal income taxes on any income that it distributes to its stockholders. FSIC intends to make distributions in an amount sufficient to qualify for and maintain its RIC tax status each tax year and to not pay any U.S. federal income taxes on income so distributed. FSIC is also subject to nondeductible federal excise taxes if it does not distribute in respect of each calendar year an amount at least equal to the sum of 98% of net ordinary income, 98.2% of any capital gain net income, if any, and any recognized and undistributed income from prior years for which it paid no U.S. federal income taxes.

Transaction Costs: Both FSIC and CCT incur direct transaction costs resulting from the Merger. FSIC, as the acquirer in an asset acquisition, will capitalize its transaction costs and such costs will be reflected as an adjustment to the purchase price of CCT. CCT will expense its transaction costs as incurred.

FSIC incurred $7,465 in transaction costs, which have been capitalized for the purposes of the purchase price allocation and will be reflected in the discount to the price of the assets purchased. FSIC incurred $3,422 of such costs during the nine months ended September 30, 2018. CCT incurred $8,274 in estimated transaction costs, of which $6,299 were incurred during the nine months ended September 30, 2018. Remaining estimated costs of $1,975 for CCT and $4,043 for FSIC are presented as pro forma adjustments to cash on the pro forma balance sheet.

2. FINAL EXCHANGE RATIO

Pursuant to the terms of the Merger Agreement, the exchange ratio was based on the net asset values (“NAV”) of FSIC and CCT within two business days of the closing (the “Determination Date”). The calculation of the exchange ratio is as follows:


Final Exchange Ratio
CCT net asset per share as of Determination Date	$	18.66
FSIC net asset per share as of Determination Date	$	7.92

Merger exchange ratio		2.3552
(x) CCT shares outstanding		124,119,644

Shares issued to CCT shareholders		292,326,586

FSIC shares oustanding		239,154,069
Shares issued to CCT shareholders		292,326,586

FSK shares outstanding		531,480,655

Changes in the respective Stockholders’ equity for FSIC and CCT from September 30, 2018 through the Determination Date are as follows:


	FS Investment Corporation			Corporate Capital Trust			Combined FS KKR Capital Corp.
Stockholders equity as of September 30, 2018	$	2,066,861		$	2,413,478		$	4,480,339

Roll forward adjustments to Determination Date:
Net investment income		38,943			46,796			85,739
Net realized and unrealized gains		(137,105	)		(81,355	)		(218,460	)
Distributions		(66,963	)		(62,800	)		(129,763	)
Capitalized merger costs		(7,465	)		—			(7,465	)
Unaccrued merger costs		—			(654	)		(654	)

Total adjustments		(172,590	)		(98,013	)		(270,603	)

Stockholders equity as of Determination Date	$	1,894,271		$	2,315,465		$	4,209,736

Shares outstanding		239,154,069			124,119,644			531,480,655
Net asset per share as of Determination Date	$	7.92		$	18.66		$	7.92

•

Net investment income: $38,943 and $46,796 for FSIC and CCT, respectively, reflecting net investment income accruals through December 17, 2018. FSIC net investment income excludes any accrual for subordinated income incentive fee due to the impact of the incentive fee cap.

•

Net realized and unrealized gains: FSIC’s net realized and unrealized loss of $137,105 for the period from October 1, 2018 to the Determination Date were primarily due to a combination of portfolio company performance and changes in market-derived valuation inputs including loan spreads, of which $71,068 of the net unrealized loss was due to FSIC’s investment in Thermasys. CCT’s net realized and unrealized loss of $81,355 for the period from October 1, 2018 to the Determination Date were primarily attributable to unrealized reductions in the fair market value of investments in the portfolio resulting from changes in market-derived valuation inputs including loan spreads.

•

Distributions: $66,963 and $62,800 for FSIC and CCT, respectively, reflecting FSIC’s regular $0.19 per share cash distribution and $0.09 per share special cash distribution announced on November 7, 2018 and CCT’s $0.506 special cash distribution announced on December 19, 2018.

•

Capitalized and unaccrued merger costs: $(7,465) and $(654) for FSIC and CCT, respectively, reflecting previously capitalized and projected unpaid transaction costs for FSIC and unaccrued transaction expenses for CCT.

The table above reflects the combination of Stockholders’ equity of FSIC and CCT as of September 30, 2018, and reconciles subsequent changes in Stockholders’ equity through the Determination Date, and does not reflect required adjustments for pro forma financial statements. Such pro forma adjustments are reflected in the Pro Forma Condensed Consolidated Statements of Assets and Liabilities above.

3. PRELIMINARY PURCHASE ACCOUNTING ALLOCATIONS

The unaudited pro forma condensed consolidated financial information includes the unaudited pro forma condensed consolidated balance sheet as of September 30, 2018 assuming the Merger had been completed on September 30, 2018. The unaudited pro forma condensed consolidated income statements for the nine months ended September 30, 2018 and for the year ended December 31, 2017 were prepared assuming the Merger had been completed on December 31, 2016.

The unaudited pro forma condensed consolidated financial information reflects the issuance of approximately 292.3 million shares of FSIC Common Stock pursuant to the Merger Agreement (prior to giving effect to any cash paid in lieu of fractional shares).

The merger of Merger Sub with and into CCT will be accounted for using the asset acquisition method of accounting. Accordingly, the merger consideration paid by FSIC in connection with the Merger will be allocated to the acquired assets and assumed liabilities of CCT at their relative fair values estimated by FSIC as of the effective date. The excess fair value of the net assets acquired over the fair value of the merger consideration paid by FSIC is allocated against the assets acquired and liabilities assumed of CCT by FSIC. Accordingly, the pro forma purchase

price has been allocated to the assets acquired and the liabilities assumed based on FSIC’s estimate of relative fair values as summarized in the following table:


	Corporate Capital Trust September 30, 2018		Pro Forma Adjustments			Pro Forma September 30, 2018
Common stock issued						$	1,664,957

Total purchase price						$	1,664,957

Assets acquired:
Investments, at fair value	$	4,116,271	$	(711,394	)	$	3,404,877
Cash and cash equivalents		158,744		(14,879	)		143,865
Other assets		96,099		(18,515	)		77,584

Total assets acquired	$	4,371,114	$	(744,788	)	$	3,626,326
Debt		1,820,493		3,733			1,824,226
Other liabilities assumed		137,143		—			137,143

Net assets acquired	$	2,413,478	$	(748,521	)	$	1,664,957

4. PRELIMINARY PRO FORMA ADJUSTMENTS

(A) Represents the fair value of the consideration paid by FSIC allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of acquisition, under the application of the asset acquisition method of accounting. Adjustments of $22,248 to other assets and debt relate to the allocation of the purchase price against unamortized deferred costs associated with CCT’s debt facilities and capitalized deferred merger costs paid as of September 30, 2018 of $3,422 for FSIC. The remaining $711,394 relates to the pro rata allocation of the remaining purchase price discount against the fair value of CCT’s investments. Immediately following the Merger, the value of such investments will be written back up to their respective fair values under ASC 820, and as a result, no dilution to stockholders will result from allocation of the purchase price against CCT’s investments under the asset acquisition method of accounting.

(B) The pro forma adjustment to cash reflects the $12,904 excess of the final CCT distribution payable following the closing of the Merger above CCT’s ordinary quarterly distribution to distribute CCT’s estimated undistributed taxable income and net realized gains, as well as remaining estimated unpaid transaction costs as of September 30, 2018 of $4,043 and $1,975 for FSIC and CCT, respectively. The pro forma adjustment to other assets reflects capitalized deferred merger costs paid as of September 30, 2018 of $3,422 for FSIC.

(C) Shares of FSIC Common Stock issued to CCT stockholders based on the final exchange ratio calculated as of December 17, 2018 of 2.3552 shares of FSIC Common Stock for each share of CCT Common Stock.

( D) In conjunction with the Merger, FSIC intends to enter into a new Investment Advisory Agreement (the “Proposed Advisory Agreement”). Under the Proposed Advisory Agreement, FSIC will accrue a management fee based on 1.50% of its gross assets, excluding cash and cash equivalents. The pro forma adjustments to the respective statements of operations for the quarter ended September 30, 2018 and year ended December 31, 2017 reflects the Proposed Advisory Agreement had it been in place effective December 31, 2016.

(E) Pro forma adjustment reflects impact of the Merger on administrative services costs, accounting and custody fees, audit fees and directors costs directly attributable to the Merger.

FS KKR Capital Corp. and Subsidiaries

Pro Forma Schedule of Investments

Unaudited

As of September 30, 2018

(Dollar Amounts in Thousands)


							FS Investment Corporation				Corporate Capital Trust, Inc.				Pro Forma Combined
Portfolio Company ⁽¹⁾	Industry	Rate*	Floor			Maturity	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
Senior Secured Loans—First Lien
5 Arch Income Fund 2, LLC	Diversified Financials	9.00%				11/18/21	$	46,354	$	46,310					$	46,354	$	46,310
5 Arch Income Fund 2, LLC	Diversified Financials	9.00%				11/18/21		31,290		31,290						31,290		31,290
A.P. Plasman Inc.	Capital Goods	L+950		1.00	%	12/29/19		191,340		177,732						191,340		177,732
A10 Capital, LLC	Diversified Financials	L+650		1.00	%	5/1/23					$	29,731	$	29,879		29,731		29,879
Abaco Systems, Inc.	Capital Goods	L+500		1.00	%	12/7/21						60,341		60,836		60,341		60,836
ABB CONCISE Optical Group, LLC	Retailing	L+500		1.00	%	6/15/23						13,124		13,168		13,124		13,168
Accuride Corp.	Capital Goods	L+525		1.00	%	11/17/23						17,859		18,386		17,859		18,386
Acosta Holdco, Inc.	Commercial & Professional Services	L+325		1.00	%	9/26/21						17,669		14,408		17,669		14,408
Advanced Lighting Technologies, Inc. ⁽⁴⁾	Materials	L+750		1.00	%	10/4/22		17,466		20,230						17,466		20,230
Advantage Sales & Marketing, Inc.	Commercial & Professional Services	L+325		1.00	%	7/23/21						14,227		13,955		14,227		13,955
AG Group Merger Sub, Inc.	Commercial & Professional Services	L+750		1.00	%	12/29/23		87,486		87,923						87,486		87,923
Agro Merchants Global, LP	Transportation	L+375		1.00	%	12/6/24						694		703		694		703
Aleris International, Inc.	Materials	L+475				2/27/23						3,372		3,472		3,372		3,472
Alion Science & Technology Corp.	Capital Goods	L+450		1.00	%	8/19/21						2,715		2,735		2,715		2,735
All Systems Holding LLC	Commercial & Professional Services	L+767		1.00	%	10/31/23		52,811		53,339						52,811		53,339
AltEn, LLC ⁽³⁾⁽⁴⁾	Energy	L+400 (L+400 Max PIK)				9/12/21						2,691		2,691		2,691		2,691
Altus Power America, Inc.	Energy	L+750		1.50	%	9/30/21		3,110		3,016						3,110		3,016
Altus Power America, Inc.	Energy	L+750		1.50	%	9/30/21		213		207						213		207
AM General, LLC	Capital Goods	L+725		1.00	%	12/28/21						80,833		82,621		80,833		82,621
Amtek Global Technology Pte. Ltd. (GER)	Automobiles & Components	5.00%				4/1/23						60,473		57,162		60,473		57,162
Aspect Software, Inc. ⁽⁴⁾	Software & Services	L+400, 6.5% PIK (6.5% Max PIK)				5/25/20		3,628		3,216						3,628		3,216
Aspect Software, Inc. ⁽⁴⁾	Software & Services	L+1050		1.00	%	5/25/20		680		602						680		602
Atlas Aerospace LLC	Capital Goods	L+725		1.00	%	12/29/22		30,476		31,086						30,476		31,086
AVF Parent, LLC	Retailing	L+725		1.25	%	3/1/24		55,770		52,703						55,770		52,703
Berner Food & Beverage, LLC	Food & Staples Retailing	L+675		1.00	%	2/2/23						55,891		53,696		55,891		53,696
Blackhawk Mining, LLC	Energy	L+1050				2/26/22						3,244		3,239		3,244		3,239
Borden Dairy Co.	Food, Beverage & Tobacco	L+819		1.00	%	7/6/23		70,000		68,180						70,000		68,180
Charlotte Russe, Inc. ⁽⁴⁾	Retailing	8.50%				2/2/23						9,428		7,170		9,428		7,170
Commercial Barge Line Co.	Transportation	L+875		1.00	%	11/12/20						4,174		3,599		4,174		3,599
ConnectiveRx, LLC	Health Care Equipment & Services	L+827		1.00	%	11/25/21		49,384		49,488						49,384		49,488
CSafe Acquisition Co., Inc.	Capital Goods	L+725		1.00	%	11/1/21		587		587						587		587
CSafe Acquisition Co., Inc.	Capital Goods	L+725		1.00	%	11/1/21		5,283		5,283						5,283		5,283
CSafe Acquisition Co., Inc.	Capital Goods	L+725		1.00	%	10/31/23		50,372		50,372						50,372		50,372
CSafe Acquisition Co., Inc.	Capital Goods	L+725		1.00	%	10/31/23		21,209		21,209						21,209		21,209
CSM Bakery Products	Food, Beverage & Tobacco	L+400		1.00	%	7/3/20						1,085		1,085		1,085		1,085
CTI Foods Holding Co., LLC	Food, Beverage & Tobacco	L+350		1.00	%	6/29/20						3,614		3,146		3,614		3,146
Dade Paper & Bag, LLC	Capital Goods	L+700		1.00	%	6/10/24		10,583		10,358						10,583		10,358
Dade Paper & Bag, LLC	Capital Goods	L+750		1.00	%	6/10/24		82,975		82,975						82,975		82,975
Distribution International, Inc.	Retailing	L+500		1.00	%	12/15/21						23,996		26,737		23,996		26,737
Eagle Family Foods Group LLC	Food, Beverage & Tobacco	L+650		1.00	%	6/14/23		3,346		3,020						3,346		3,020
Eagle Family Foods Group LLC	Food, Beverage & Tobacco	L+650		1.00	%	6/14/24		22,250		22,195		24,734		24,311		46,984		46,506
Eagleclaw Midstream Ventures, LLC	Energy	L+425		1.00	%	6/24/24						1,009		1,017		1,009		1,017
Empire Today, LLC	Retailing	L+800		1.00	%	11/17/22		80,565		80,968						80,565		80,968
Evergreen AcqCo 1 LP	Retailing	L+375		1.25	%	7/9/19		478		470						478		470
Frontline Technologies Group, LLC	Software & Services	L+650		1.00	%	9/18/23						60,373		58,586		60,373		58,586
GC Agile Intermediate Holdings Ltd.	Commercial & Professional Services	L+650				6/15/23		1,831		1,689						1,831		1,689
GC Agile Intermediate Holdings Ltd.	Commercial & Professional Services	L+650		1.00	%	6/15/25		12,545		12,658						12,545		12,658
GC Agile Intermediate Holdings Ltd.	Commercial & Professional Services	L+650		1.00	%	6/15/25		6,037		6,091						6,037		6,091
GC Agile Intermediate Holdings Ltd.	Commercial & Professional Services	L+650		1.00	%	6/15/25		5,041		5,076						5,041		5,076
Greystone & Co, Inc.	Diversified Financials	L+800		1.00	%	4/17/24						37,368		38,735		37,368		38,735
Greystone Equity Member Corp.	Diversified Financials	L+725		3.75	%	4/1/26		49,307		49,430						49,307		49,430
Greystone Equity Member Corp.	Diversified Financials	L+725		3.80	%	4/1/26		11,443		11,472						11,443		11,472
H.M. Dunn Co., Inc. ⁽³⁾⁽⁴⁾	Capital Goods	L+875 PIK (L+875 Max PIK)				6/30/21		643		160						643		160
Harrison Gypsum, LLC	Materials	L+700		1.00	%	4/29/24		17,089		16,917		18,566		18,382		35,655		35,299
Harrison Gypsum, LLC	Materials	L+700		1.00	%	4/29/24		5,533		5,427		425		299		5,958		5,726
Hudson Technologies Co.	Commercial & Professional Services	L+1025		1.00	%	10/10/23		39,287		31,122						39,287		31,122
Hunt Mortgage	Diversified Financials	L+750		1.00	%	2/14/23						59,888		60,917		59,888		60,917
Icynene U.S. Acquisition Corp.	Materials	L+700		1.00	%	11/30/24		29,775		29,998						29,775		29,998
Imagine Communications Corp.	Media	L+825		1.00	%	4/29/20		47,196		47,196						47,196		47,196
Industrial Group Intermediate Holdings, LLC	Materials	L+800		1.25	%	5/31/20		19,574		19,598						19,574		19,598
Industry City TI Lessor, L.P.	Consumer Services	10.8%, 1.0% PIK (1.0% Max PIK)				6/30/26		29,327		30,573						29,327		30,573
Integro Ltd./United States	Insurance	L+575				10/30/22						25,598		25,719		25,598		25,719
International Aerospace Coatings, Inc.	Capital Goods	L+750		1.00	%	6/30/20		43,784		43,826						43,784		43,826
JAKKS Pacific, Inc.	Consumer Durables & Apparel	L+900		1.50	%	6/14/21		2,274		2,271		2,527		2,524		4,801		4,795
JHT Holdings, Inc.	Capital Goods	L+850		1.00	%	5/4/22						26,405		28,104		26,405		28,104
JMC Acquisition Merger Corp.	Capital Goods	L+750		1.00	%	1/29/24		54,885		54,885						54,885		54,885
JMC Acquisition Merger Corp.	Capital Goods	L+750		1.00	%	1/29/24		2,945		2,945						2,945		2,945
Jo-Ann Stores, Inc.	Retailing	L+500		1.00	%	10/20/23						15,975		16,211		15,975		16,211
JSS Holdings, Inc.	Capital Goods	L+800, 0.0% PIK (2.5% Max PIK)		1.00	%	3/31/23		109,563		115,862						109,563		115,862
Kodiak BP, LLC	Capital Goods	L+725		1.00	%	12/1/24		27,588		27,555						27,588		27,555
Kodiak BP, LLC	Capital Goods	L+725		1.00	%	12/1/24		58,001		57,349						58,001		57,349
Koosharem, LLC	Commercial & Professional Services	L+500		1.00	%	4/18/25						2,818		2,810		2,818		2,810
Latham Pool Products, Inc.	Consumer Durables & Apparel	L+775		1.00	%	6/29/21		56,183		56,183						56,183		56,183
LEAS Acquisition Co Ltd.	Capital Goods	L+750		1.00	%	6/30/20		35,034		29,942						35,034		29,942
LEAS Acquisition Co Ltd.	Capital Goods	L+750		1.00	%	6/30/20		9,037		9,037						9,037		9,037
Logan’s Roadhouse, Inc. ⁽⁴⁾	Consumer Services	L+1300 PIK (L+1300 Max PIK)		1.00	%	5/5/19		8,782		8,782						8,782		8,782
Logan’s Roadhouse, Inc. ⁽⁴⁾	Consumer Services	L+1300 PIK (L+1300 Max PIK)		1.00	%	5/5/19		1,974		1,974						1,974		1,974
Logan’s Roadhouse, Inc. ⁽⁴⁾	Consumer Services	L+1300 PIK (L+1300 Max PIK)		1.00	%	5/5/19		1,218		1,218						1,218		1,218
Matchesfashion, Ltd. (GBR)	Consumer Durables & Apparel	L+462.50				10/16/24						11,849		12,149		11,849		12,149
MB Precision Holdings LLC ⁽³⁾	Capital Goods	L+725, 2.3% PIK (2.3% Max PIK)		1.25	%	1/23/21		13,301		5,853						13,301		5,853
Micronics Filtration Holdings, Inc.	Capital Goods	L+850		1.25	%	12/11/20		62,282		62,171						62,282		62,171
Mitel US Holdings, Inc.	Technology Hardware & Equipment	L+450				7/11/25						7,676		7,785		7,676		7,785
Murray Energy Corp.	Energy	L+900		1.00	%	2/12/21		8,867		8,857		9,854		9,846		18,721		18,703
National Debt Relief, LLC	Diversified Financials	L+675		1.00	%	5/31/23						22,305		22,621		22,305		22,621
National Debt Relief, LLC	Diversified Financials	L+675		1.00	%	5/31/23						7,130		7,270		7,130		7,270
National Debt Relief, LLC	Diversified Financials	L+675		1.00	%	5/31/23						3,749		3,801		3,749		3,801
NaviHealth, Inc.	Health Care Equipment & Services	L+500				8/1/25						11,470		11,774		11,470		11,774
NBG Home	Consumer Durables & Apparel	L+550		1.00	%	4/26/24						24,913		25,604		24,913		25,604
NCI, Inc.	Software & Services	L+750		1.00	%	8/15/24						82,838		83,802		82,838		83,802
Nine West Holdings	Consumer Durables & Apparel	10.00%				12/31/18						2,464		2,591		2,464		2,591
Nine West Holdings	Consumer Durables & Apparel	P+275				10/8/19						5,714		6,114		5,714		6,114
North Haven Cadence Buyer, Inc.	Consumer Services	L+500		1.00	%	9/2/22		938		938						938		938
North Haven Cadence Buyer, Inc.	Consumer Services	L+823		1.00	%	9/2/22		22,102		22,074						22,102		22,074
Nova Wildcat Amerock, LLC	Consumer Durables & Apparel	L+750		1.25	%	9/10/19		3,177		3,177						3,177		3,177
Onvoy, LLC	Telecommunication Services	L+450		1.00	%	2/10/24						1,105		1,119		1,105		1,119
Pacific Union Financial, LLC	Diversified Financials	L+750		1.00	%	4/21/22						71,528		67,625		71,528		67,625
PAE Holding Corp.	Capital Goods	L+550		1.00	%	10/20/22						2,494		2,513		2,494		2,513
Patriot Well Solutions, LLC	Energy	L+875		1.00	%	3/31/21						4,265		4,223		4,265		4,223


							FS Investment Corporation						Corporate Capital Trust, Inc.				Pro Forma Combined
Portfolio Company ⁽¹⁾	Industry	Rate*	Floor			Maturity	Amortized Cost			Fair Value			Amortized Cost		Fair Value		Amortized Cost			Fair Value
Payless, Inc.	Retailing	L+870		1.00	%	8/10/22							$	7,079	$	7,146	$	7,079		$	7,146
Petroplex Acidizing, Inc.	Energy	L+725, 1.75% PIK (1.75% Max PIK)		1.00	%	12/5/19								22,740		22,607		22,740			22,607
Petroplex Acidizing, Inc. ⁽³⁾	Energy	15.00% PIK (15.00% Max PIK)				12/5/19								13,809		11,980		13,809			11,980
PHRC License, LLC	Consumer Services	L+850		1.50	%	4/28/22	$	50,390		$	51,901							50,390			51,901
Power Distribution, Inc.	Capital Goods	L+725		1.25	%	1/25/23		29,423			29,901							29,423			29,901
Qdoba Restaurant Corp.	Consumer Services	L+700		1.00	%	3/21/25								12,686		13,162		12,686			13,162
Raley’s	Food & Staples Retailing	L+525		1.00	%	5/18/22								7,055		7,251		7,055			7,251
Refinitiv	Application Software	L+400				10/1/25								1,233		1,234		1,233			1,234
Reliant Acquisitions Holdings, Inc.	Health Care Equipment & Services	L+675		1.00	%	8/30/24		44,769			45,033			49,747		50,044		94,516			95,077
Revere Superior Holdings, Inc.	Software & Services	L+675		1.00	%	11/21/22								17,704		17,769		17,704			17,769
Revere Superior Holdings, Inc.	Software & Services	L+675		1.00	%	11/21/22								64,638		65,262		64,638			65,262
Revere Superior Holdings, Inc.	Software & Services	L+675		1.00	%	11/21/22								2,305		2,347		2,305			2,347
Revere Superior Holdings, Inc.	Software & Services	L+675		1.00	%	11/21/22								3,074		2,507		3,074			2,507
Roadrunner Intermediate Acquisition Co., LLC	Health Care Equipment & Services	L+675		1.00	%	3/15/23		33,370			31,401							33,370			31,401
Rogue Wave Software, Inc.	Software & Services	L+844		1.00	%	9/25/21		40,687			40,687							40,687			40,687
Safariland, LLC	Capital Goods	L+778		1.13	%	11/18/23		126,107			114,758							126,107			114,758
Savers, Inc.	Retailing	L+375		1.25	%	7/9/19								10,795		10,810		10,795			10,810
Sequa Corp.	Materials	L+500		1.00	%	11/28/21								25,971		25,552		25,971			25,552
Sequel Youth and Family Services, LLC	Health Care Equipment & Services	L+755		1.00	%	9/1/22		94,012			95,234							94,012			95,234
Sequential Brands Group, Inc.	Consumer Durables & Apparel	L+875				2/7/24		59,529			60,620							59,529			60,620
SGS Cayman, L.P.	Commercial & Professional Services	L+538		1.00	%	4/23/21		151			150			1,423		1,411		1,574			1,561
SI Group, Inc.	Materials	L+475				8/21/25								1,977		2,072		1,977			2,072
SIRVA Worldwide, Inc.	Commercial & Professional Services	L+550				8/2/25								4,154		4,232		4,154			4,232
SMART Global Holdings Inc.	Semiconductors & Semiconductor Equipment	L+625		1.00	%	8/9/22								37,604		37,995		37,604			37,995
Smile Brands Group, Inc.	Health Care Equipment & Services	L+625		1.00	%	8/15/22								11,783		12,006		11,783			12,006
Smile Brands Group, Inc.	Health Care Equipment & Services	L+625		1.00	%	8/17/22								778		813		778			813
Sorenson Communications, Inc.	Telecommunication Services	L+575		2.25	%	4/30/20		89,848			90,463							89,848			90,463
SSC (Lux) Limited S.Ã r.l.	Health Care Equipment & Services	L+750		1.00	%	9/10/24		45,455			46,648							45,455			46,648
Staples Canada, ULC	Retailing	CDOR+700		1.00	%	9/12/24		21,114			20,290			3,484		3,526		24,598			23,816
SunGard Availability Services Capital, Inc.	Software & Services	L+700		1.00	%	9/30/21		4,262			3,993							4,262			3,993
SunGard Availability Services Capital, Inc.	Software & Services	L+1000		1.00	%	10/1/22		1,874			1,931							1,874			1,931
Sutherland Global Services Inc.	Commercial & Professional Services	L+538		1.00	%	4/23/21		648			643			6,113		6,061		6,761			6,704
Sweet Harvest Foods Management Co.	Food & Staples Retailing	L+675		1.00	%	5/30/23								26,707		22,778		26,707			22,778
Team Health, Inc.	Health Care Equipment & Services	L+275		1.00	%	2/6/24								12,254		12,304		12,254			12,304
ThermaSys Corp.	Capital Goods	L+400		1.25	%	5/3/19		14,211			14,021							14,211			14,021
ThreeSixty Group	Retailing	L+700		1.00	%	3/1/23								50,508		49,828		50,508			49,828
ThreeSixty Group	Retailing	L+700		1.00	%	3/1/23								49,700		49,154		49,700			49,154
Trace3, LLC	Software & Services	L+675		1.00	%	6/6/23		94,179			94,180							94,179			94,180
Utility One Source, LP	Capital Goods	L+550		1.00	%	4/18/23								9,555		9,861		9,555			9,861
Vee Pak, Inc.	Household & Personal Products	L+675		1.00	%	3/9/23								32,703		31,398		32,703			31,398
Vivint, Inc.	Commercial & Professional Services	L+500				4/1/24								22,125		22,147		22,125			22,147
VP Parent Holdings, Inc.	Software & Services	L+650		1.00	%	5/22/25		52,376			52,353			58,209		58,179		110,585			110,532
VPG Metals Group LLC	Materials	L+1050		1.00	%	12/30/20		108,248			108,088							108,248			108,088
Warren Resources, Inc.	Energy	L+1000, 1.0% PIK (1.0% Max PIK)		1.00	%	5/22/20		700			700							700			700
Westbridge Technologies, Inc.	Technology Hardware & Equipment	L+850		1.00	%	4/28/23		11,657			11,857							11,657			11,857
Wheels Up Partners, LLC	Transportation	L+850		1.00	%	1/26/21								13,640		13,654		13,640			13,654
Wheels Up Partners, LLC	Transportation	L+850		1.00	%	8/26/21								6,952		6,932		6,952			6,932
Wheels Up Partners, LLC	Transportation	L+710		1.00	%	6/30/24								22,595		22,705		22,595			22,705
Wheels Up Partners, LLC	Transportation	L+710		1.00	%	11/1/24								9,258		9,307		9,258			9,307
Wheels Up Partners, LLC	Transportation	L+710		1.00	%	12/21/24								29,413		29,615		29,413			29,615
Wheels Up Partners, LLC	Transportation	L+710		1.00	%	12/21/24								4,707		4,767		4,707			4,767
WireCo WorldGroup, Inc.	Capital Goods	L+500		1.00	%	9/29/23								2,629		2,650		2,629			2,650
Z Gallerie, LLC ⁽³⁾	Retailing	L+650		1.00	%	10/8/20								30,186		13,963		30,186			13,963
Zeta Interactive Holdings Corp.	Software & Services	L+750		1.00	%	7/29/22		12,909			13,167							12,909			13,167
Zeta Interactive Holdings Corp.	Software & Services	L+750		1.00	%	7/29/22		2,286			2,331							2,286			2,331

Net Senior Secured Loans—First Lien								2,652,424			2,615,415			1,637,494		1,610,169		4,289,918			4,225,584
Unfunded Loan Commitments								(156,614	)		(156,614	)		—		—		(156,614	)		(156,614	)

Total Senior Secured Loans—First Lien								2,495,810			2,458,801			1,637,494		1,610,169		4,133,304			4,068,970

Senior Secured Loans—Second Lien
Abaco Systems, Inc.	Capital Goods	L+1050		1.00	%	6/7/22								62,526		62,566		62,526			62,566
Access CIG, LLC	Software & Services	L+775				2/27/26								549		551		549			551
Advantage Sales & Marketing, Inc.	Commercial & Professional Services	L+650		1.00	%	7/25/22								3,439		3,273		3,439			3,273
Agro Merchants Global LP (CYM)	Transportation	L+800		1.00	%	11/30/25								14,653		14,839		14,653			14,839
Albany Molecular Research, Inc.	Pharmaceuticals, Biotechnology & Life Sciences	L+700		1.00	%	8/28/25								8,318		8,303		8,318			8,303
Ammeraal Beltech Holding BV	Capital Goods	L+800				9/28/26		10,506			10,506			29,400		29,400		39,906			39,906
Amtek Global Technology Pte. Ltd. (GER) ⁽⁵⁾	Automobiles & Components	5.00%				4/1/23								40,315		38,108		40,315			38,108
Arena Energy, LP	Energy	L+900, 4.0% PIK (4.0% Max PIK)		1.00	%	1/24/21		8,535			8,535							8,535			8,535
Belk, Inc.	Retailing	10.50%				6/12/23								98,170		85,465		98,170			85,465
Bellatrix Exploration Ltd.	Energy	8.50%				7/26/23		4,002			3,983							4,002			3,983
Bellatrix Exploration Ltd.	Energy	8.50%				7/26/23		936			938							936			938
Bellatrix Exploration Ltd.	Energy	8.50%				7/26/23		1,560			1,564							1,560			1,564
Byrider Finance, LLC	Automobiles & Components	L+1000, 0.5% PIK (4.0% Max PIK)		1.25	%	8/22/20		17,794			17,416							17,794			17,416
Chisholm Oil and Gas Operating, LLC	Energy	L+800		1.00	%	3/21/24		16,000			15,883							16,000			15,883
CommerceHub, Inc.	Software & Services	L+775				5/21/26								67,255		67,584		67,255			67,584
CTI Foods Holding Co., LLC	Food, Beverage & Tobacco	L+725		1.00	%	6/28/21								23,071		9,868		23,071			9,868
Culligan International Co.	Household & Personal Products	L+850		1.00	%	12/13/24								65,357		66,281		65,357			66,281
Direct ChassisLink, Inc.	Transportation	L+600				6/15/23								1,345		1,330		1,345			1,330
EaglePicher Technologies, LLC	Capital Goods	L+725				3/8/26								2,949		2,973		2,949			2,973
Emerald Performance Materials, LLC	Materials	L+775		1.00	%	8/1/22								2,036		2,048		2,036			2,048
Excelitas Technologies Corp.	Technology Hardware & Equipment	L+750		1.00	%	12/1/25								7,472		7,460		7,472			7,460
FleetPride Corporation	Capital Goods	L+900		1.25	%	5/19/23								18		19		18			19
Grocery Outlet, Inc.	Food & Staples Retailing	L+825		1.00	%	10/21/22								15,036		15,423		15,036			15,423
Gruden Acquisition, Inc.	Transportation	L+850		1.00	%	8/18/23		14,532			15,000							14,532			15,000
Higginbotham Insurance Agency, Inc.	Insurance	L+725		1.00	%	12/19/25								18,532		18,693		18,532			18,693
Integro Ltd/United States	Insurance	L+925				6/8/25								4,732		4,773		4,732			4,773
Invictus	Materials	L+675				3/30/26								3,412		3,363		3,412			3,363
iParadigms Holdings, LLC	Software & Services	L+725		1.00	%	7/29/22								21,766		21,814		21,766			21,814
Jo-Ann Stores, Inc.	Retailing	L+925		1.00	%	5/21/24								601		605		601			605
LBM Borrower, LLC	Capital Goods	L+925		1.00	%	8/20/23		19,036			19,271			21,153		21,415		40,189			40,686
Logan’s Roadhouse, Inc. ⁽³⁾⁽⁴⁾	Consumer Services	L+850 PIK (L+850 Max PIK)		1.00	%	11/23/20		22,092			6,117							22,092			6,117
MedAssets, Inc.	Health Care Equipment & Services	L+975		1.00	%	4/20/23								61,589		63,945		61,589			63,945
Misys, Ltd. (GBR)	Software & Services	L+725		1.00	%	6/13/25								8,347		8,348		8,347			8,348
NBG Home	Consumer Durables & Apparel	L+975		1.00	%	9/30/24								33,758		34,582		33,758			34,582
NEP Broadcasting, LLC	Media & Entertainment	L+700		1.00	%	1/23/23								5,996		5,978		5,996			5,978
One Call Corp.	Health Care Equipment & Services	L+375, 6.0% PIK (6.0% Max PIK)				4/11/24		4,056			4,038			25,127		25,023		29,183			29,061
P2 Energy Solutions, Inc.	Software & Services	L+800		1.00	%	4/30/21								70,407		66,944		70,407			66,944
Peak 10 Holding Corp.	Telecommunication Services	L+725		1.00	%	8/1/25								187		186		187			186
Petrochoice Holdings, Inc.	Capital Goods	L+875		1.00	%	8/21/23								63,611		64,570		63,611			64,570
Plaskolite, LLC	Materials	L+800		1.00	%	11/3/23								52,753		53,550		52,753			53,550
Polyconcept North America, Inc.	Consumer Durables & Apparel	L+1000		1.00	%	2/16/24								28,835		30,257		28,835			30,257
Sequa Corp.	Materials	L+900		1.00	%	4/28/22								21,858		21,734		21,858			21,734
SIRVA Worldwide, Inc.	Commercial & Professional Services	L+950				8/2/26								3,507		3,521		3,507			3,521
SMG/PA	Consumer Services	L+700				1/23/26								1,278		1,275		1,278			1,275
Sparta Systems, Inc.	Software & Services	L+825		1.00	%	7/27/25								34,589		33,218		34,589			33,218
Spencer Gifts LLC	Retailing	L+825		1.00	%	6/29/22		29,919			22,575							29,919			22,575


							FS Investment Corporation						Corporate Capital Trust, Inc.				Pro Forma Combined
Portfolio Company ⁽¹⁾	Industry	Rate*	Floor			Maturity	Amortized Cost			Fair Value			Amortized Cost		Fair Value		Amortized Cost			Fair Value
Ultimate Baked Goods Midco LLC	Food & Staples Retailing	L+800		1.00	%	8/9/26	$	14,604		$	14,575		$	16,226	$	16,197	$	30,830		$	30,772
Vestcom International, Inc.	Consumer Services	L+825		1.00	%	12/31/24								69,834		71,186		69,834			71,186
WireCo WorldGroup, Inc.	Capital Goods	L+900		1.00	%	9/30/24								12,203		12,375		12,203			12,375

Total Senior Secured Loans—Second Lien								163,572			140,401			1,022,210		999,043		1,185,782			1,139,444
Unfunded Loan Commitments								(1,560	)		(1,560	)		—		—		(1,560	)		(1,560	)

Net Senior Secured Loans—Second Lien								162,012			138,841			1,022,210		999,043		1,184,222			1,137,884

Senior Secured Bonds and Other Senior Secured Debt
Advanced Lighting Technologies, Inc. ⁽³⁾⁽⁴⁾	Materials	L+700, 10.0% PIK (10.0% Max PIK)		1.00	%	10/4/23		23,580			11,224							23,580			11,224
Alliant Holdings I, Inc.	Insurance	8.25%				8/1/23								1,577		1,581		1,577			1,581
Angelica Corp.	Health Care Equipment & Services	10.00% PIK (10.00% Max PIK)				12/30/22								37,189		33,210		37,189			33,210
Artesyn Technologies, Inc.	Technology Hardware & Equipment	9.75%				10/15/20								20,579		20,019		20,579			20,019
Avantor, Inc.	Pharmaceuticals, Biotechnology & Life Sciences	6.00%				10/1/24								10,407		10,429		10,407			10,429
Black Swan Energy Ltd.	Energy	9.00%				1/20/24		6,000			6,000							6,000			6,000
Boyne USA, Inc.	Consumer Services	7.25%				5/1/25								5,256		5,435		5,256			5,435
Cleaver-Brooks Inc.	Capital Goods	7.88%				3/1/23								12,277		12,353		12,277			12,353
Cornerstone Chemical Co.	Materials	6.75%				8/15/24								11,228		11,163		11,228			11,163
Direct ChassisLink, Inc.	Transportation	10.00%				6/15/23								14,851		14,938		14,851			14,938
DJO Finance, LLC	Health Care Equipment & Services	8.13%				6/15/21								17,687		19,063		17,687			19,063
FourPoint Energy, LLC	Energy	9.00%				12/31/21		72,765			75,561							72,765			75,561
Genesys Telecommunications Laboratories, Inc.	Technology Hardware & Equipment	10.00%				11/30/24								20,968		20,938		20,968			20,938
JW Aluminum Co. ⁽⁵⁾	Materials	10.25%				6/1/26		36,481			36,526							36,481			36,526
Maxim Crane Works LP / Maxim Finance Corp.	Capital Goods	10.13%				8/1/24								996		987		996			987
Mood Media Corp. ⁽⁴⁾	Media	L+1400 PIK (L+1400 Max PIK)		1.00	%	6/28/24		26,491			26,584							26,491			26,584
PAREXEL International Corp.	Pharmaceuticals, Biotechnology & Life Sciences	6.38%				9/1/25								1,292		1,271		1,292			1,271
Pattonair Holdings, Ltd.	Capital Goods	9.00%				11/1/22								8,497		8,642		8,497			8,642
Ply Gem Holdings, Inc.	Capital Goods	8.00%				4/15/26								5,249		5,287		5,249			5,287
RedPrairie Corp.	Software & Services	7.38%				10/15/24								1,073		1,075		1,073			1,075
Rockport (Relay) ⁽³⁾⁽⁴⁾	Consumer Durables & Apparel	15.00% PIK (15.00% Max PIK)				7/31/22								30,920		10,115		30,920			10,115
Sorenson Communications, Inc.	Telecommunication Services	9.0%, 0.0% PIK (9.0% Max PIK)				10/31/20		19,571			19,699							19,571			19,699
Sunnova Energy Corp.	Energy	6.0%, 6.0% PIK (6.0% Max PIK)				1/24/19		830			829							830			829
Surgery Partners Holdings, LLC	Health Care Equipment & Services	8.88%				4/15/21								491		501		491			501
Velvet Energy Ltd.	Energy	9.00%				10/5/23		7,500			7,837							7,500			7,837
Vivint, Inc.	Commercial & Professional Services	7.88%				12/1/22								8,683		8,985		8,683			8,985
Vivint, Inc.	Commercial & Professional Services	7.63%				9/1/23								11,620		10,356		11,620			10,356

Total Senior Secured Bonds and Other Senior Secured Debt								193,218			184,260			220,840		196,348		414,058			380,608

Subordinated Debt
Alion Science & Technology Corp.	Capital Goods	11.00%				8/1/22								67,919		67,170		67,919			67,170
Alion Science & Technology Corp.	Capital Goods	11.00%				8/31/22								21,824		21,693		21,824			21,693
Aurora Diagnostics, LLC	Health Care Equipment & Services	12.3%, 1.5% PIK (1.5% Max PIK)				1/15/20		14,341			13,805							14,341			13,805
Byrider Holding Corp.	Automobiles & Components	20.0% PIK (20.0% Max PIK)				4/1/22		875			875							875			875
CEC Entertainment, Inc.	Consumer Services	8.00%				2/15/22		5,007			4,581							5,007			4,581
ClubCorp Club Operations, Inc.	Consumer Services	8.50%				9/15/25								23,107		22,256		23,107			22,256
DEI Sales, Inc.	Consumer Durables & Apparel	9.0%, 4.0% PIK (4.0% Max PIK)				2/28/23		68,950			69,030							68,950			69,030
Exemplis Corp.	Commercial & Professional Services	L+700, 4.00% PIK (4.00% Max PIK)				3/23/20								5,880		5,880		5,880			5,880
Global Jet Capital Inc.	Commercial & Professional Services	15.0% PIK (15.0% Max PIK)				1/30/25		950			941							950			941
Global Jet Capital Inc.	Commercial & Professional Services	15.0% PIK (15.0% Max PIK)				4/30/25		6,035			5,983							6,035			5,983
Global Jet Capital Inc.	Commercial & Professional Services	15.0% PIK (15.0% Max PIK)				9/3/25		1,247			1,235							1,247			1,235
Global Jet Capital Inc.	Commercial & Professional Services	15.0% PIK (15.0% Max PIK)				9/29/25		1,174			1,162							1,174			1,162
Global Jet Capital Inc.	Commercial & Professional Services	15.0% PIK (15.0% Max PIK)				12/4/25		86,666			85,691							86,666			85,691
Global Jet Capital Inc.	Commercial & Professional Services	15.0% PIK (15.0% Max PIK)				12/9/25		14,174			14,015							14,174			14,015
Global Jet Capital Inc.	Commercial & Professional Services	15.0% PIK (15.0% Max PIK)				1/29/26		7,422			7,339							7,422			7,339
Global Jet Capital Inc.	Commercial & Professional Services	15.0% PIK (15.0% Max PIK)				4/14/26		15,173			15,002							15,173			15,002
Global Jet Capital Inc.	Commercial & Professional Services	15.0% PIK (15.0% Max PIK)				12/2/26		14,893			14,707							14,893			14,707
Greystone Mezzanine Equity Member Corp.	Diversified Financials	L+650		4.50	%	9/15/25		20,250			19,997							20,250			19,997
Hilding Anders (SWE) ⁽⁵⁾	Consumer Durables & Apparel	13.00% PIK (13.00% Max PIK)				6/30/21								117,078		85,952		117,078			85,952
Hilding Anders (SWE) ⁽³⁾⁽⁵⁾	Consumer Durables & Apparel	12.00% PIK (12.00% Max PIK)				12/31/22								507		893		507			893
Hilding Anders (SWE) ⁽³⁾⁽⁵⁾	Consumer Durables & Apparel	12.00% PIK (12.00% Max PIK)				12/31/23								939		—		939			—
Hilding Anders (SWE) ⁽³⁾⁽⁵⁾	Consumer Durables & Apparel	18.00% PIK (18.00% Max PIK)				12/31/24								12,851		12,141		12,851			12,141
Home Partners of America, Inc. ⁽⁴⁾	Real Estate	L+625		1.00	%	10/8/22								42,234		42,692		42,234			42,692
Hub International, Ltd.	Insurance	7.00%				5/1/26								1,818		1,827		1,818			1,827
Imagine Communications Corp.	Media	12.5% PIK (12.5% Max PIK)				10/5/18		725			692							725			692
Ken Garff Automotive, LLC	Retailing	7.50%				8/15/23								5,447		5,651		5,447			5,651
Kenan Advantage Group, Inc.	Transportation	7.88%				7/31/23								5,100		5,269		5,100			5,269
P.F. Chang’s China Bistro, Inc.	Consumer Services	10.25%				6/30/20		4,294			4,097							4,294			4,097
Quorum Health Corp.	Health Care Equipment & Services	11.63%				4/15/23		422			424			3,890		3,920		4,312			4,344
S1 Blocker Buyer Inc.	Commercial & Professional Services	10.0% PIK (10.0% Max PIK)				10/31/22		114			114							114			114
Sorenson Communications, Inc.	Telecommunication Services	13.9%, 0.0% PIK (13.9% Max PIK)				10/31/21		14,542			15,916							14,542			15,916
SRS Distribution, Inc.	Capital Goods	8.25%				7/1/26								16,905		16,760		16,905			16,760
SunGard Availability Services Capital, Inc.	Software & Services	8.75%				4/1/22		8,969			5,196							8,969			5,196
Surgery Center Holdings, Inc.	Health Care Equipment & Services	6.75%				7/1/25								8,024		8,092		8,024			8,092
Team Health, Inc.	Health Care Equipment & Services	6.38%				2/1/25								2,255		2,172		2,255			2,172
ThermaSys Corp. ⁽³⁾	Capital Goods	6.5%, 5.0% PIK (5.0% Max PIK)				5/3/20		150,818			72,393							150,818			72,393
Vertiv Group Corp.	Technology Hardware & Equipment	9.25%				10/15/24								23,258		24,099		23,258			24,099
Vivint, Inc.	Commercial & Professional Services	8.75%				12/1/20								3,773		4,016		3,773			4,016
VPG Metals Group LLC	Materials	13.0% PIK (13.0% Max PIK)				12/30/20		2,469			2,046							2,469			2,046

Total Subordinated Debt								439,510			355,241			362,809		330,483		802,319			685,724
Unfunded Debt Commitments								(20,250	)		(20,250	)		—		—		(20,250	)		(20,250	)

Net Subordinated Debt								419,260			334,991			362,809		330,483		782,069			665,474

Asset Based Finance
AMPLIT JV LP, Limited Partnership Interest	Diversified Financials													7,137		2,146		7,137			2,146
Bank of Ireland (IRL)	Banks	L+1185				12/4/27								15,105		15,269		15,105			15,269
Central Park Leasing Aggregator, L.P. (LUX), Partnership Interest	Capital Goods	29.19%				5/31/23								47,797		68,038		47,797			68,038
Comet Aircraft SARL (LUX), Common Shares ⁽⁵⁾	Capital Goods	8.08%				2/28/22								34,518		32,124		34,518			32,124
KKR Zeno Aggregator, LP (IRL)	Capital Goods													30,501		30,501		30,501			30,501
LSF IX Java Investments Ltd. (IRL)	Diversified Financials	E+365				12/3/19								58,001		64,304		58,001			64,304
Montgomery Credit Holdings, LP, Membership Interest	Diversified Financials													10,395		9,495		10,395			9,495
MP4 2013-2A Class Subord. B	Diversified Financials	21.25%				7/25/29		11,917			11,650							11,917			11,650
Neos SPV I (NLD)	Diversified Financials													2,703		2,692		2,703			2,692
NewStar Clarendon 2014-1A Class D	Diversified Financials	L+435				1/25/27		1,490			1,564							1,490			1,564
NewStar Clarendon 2014-1A Class Subord. B	Diversified Financials	9.66%				1/25/27		11,572			12,190							11,572			12,190
Orchard Marine, Ltd. (VGB), Class B Common Stock ⁽⁴⁾	Transportation													3,069		—		3,069			—
Orchard Marine, Ltd. (VGB), Series A Preferred Stock ⁽⁴⁾	Transportation													57,963		32,733		57,963			32,733
Rampart CLO 2007 1A Class Subord.	Diversified Financials	0.00%				10/25/21		216			436							216			436
Star Mountain SMB Multi-Manager Credit Platform, LP, Limited Partnership Interest	Diversified Financials													59,352		73,199		59,352			73,199
Toorak Capital Partners, LLC, Membership Interest ⁽⁵⁾	Diversified Financials													11,534		13,277		11,534			13,277
Toorak Capital Partners, LLC, Membership Interest ⁽⁵⁾	Diversified Financials													75,562		86,980		75,562			86,980
Wind River CLO Ltd. 2012 1A Class Subord. B	Diversified Financials	18.36%				1/15/26		21,527			24,523							21,527			24,523

Total Asset Based Finance								46,722			50,363			413,637		430,758		460,359			481,121

Strategic Credit Opportunities Partners, LLC
Strategic Credit Opportunities Partners, LLC ⁽⁵⁾	Diversified Financials													294,028		307,458		294,028			307,458

Total Strategic Credit Opportunities Partners, LLC								—			—			294,028		307,458		294,028			307,458


					FS Investment Corporation				Corporate Capital Trust, Inc.				Pro Forma Combined
Portfolio Company ⁽¹⁾	Industry	Rate*	Floor	Maturity	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
Equity/Other
5 Arches, LLC, Common Equity	Diversified Financials				$	394	$	800					$	394	$	800
Advanced Lighting Technologies, Inc., Common Equity ⁽⁴⁾	Materials					16,520		—						16,520		—
Advanced Lighting Technologies, Inc., Warrants ⁽⁴⁾	Materials			10/4/27		86		—						86		—
Alion Science & Technology Corp., Class A Membership Interest	Capital Goods								$	7,350	$	7,373		7,350		7,373
AltEn, LLC, Membership Units	Energy									2,955		—		2,955		—
Altus Power America Holdings, LLC, Common Equity	Energy					462		69						462		69
Altus Power America Holdings, LLC, Preferred Equity	Energy	9.0%, 5.0% PIK		10/3/23		1,037		1,000						1,037		1,000
Amtek Global Technology Pte, Ltd. (GER), Ordinary Shares ⁽⁵⁾	Automobiles & Components									30,687		28,037		30,687		28,037
Amtek Global Technology Pte, Ltd. (SGP), Trade Claim ⁽⁵⁾	Automobiles & Components									3,016		2,669		3,016		2,669
Angelica Corp., Limited Partnership Interest	Health Care Equipment & Services									47,562		1,333		47,562		1,333
APP Holdings, LP, Warrants	Capital Goods			5/25/26		2,545		—						2,545		—
Ascent Resources Utica Holdings, LLC, Common Equity	Energy					29,100		30,976						29,100		30,976
ASG Everglades Holdings, Inc., Common Equity ⁽⁴⁾	Software & Services					36,422		88,290						36,422		88,290
ASG Everglades Holdings, Inc., Warrants ⁽⁴⁾	Software & Services			6/27/22		6,542		7,001						6,542		7,001
Aspect Software Parent, Inc., Common Equity ⁽⁴⁾	Software & Services					10,546		—						10,546		—
Aurora Diagnostics Holdings, LLC, Warrants	Health Care Equipment & Services			5/25/27		1,671		2,377						1,671		2,377
Belk, Inc., Units	Retailing									7,846		8,244		7,846		8,244
Byrider Holding Corp., Common Equity	Automobiles & Components					—		—						—		—
Cengage Learning Holdings II, LP, Common Stock	Media & Entertainment									7,529		3,588		7,529		3,588
Charlotte Russe, Inc., Common Stock ⁽⁴⁾	Retailing									12,478		—		12,478		—
Chisholm Oil and Gas, LLC, Series A Units	Energy					75		70						75		70
CSF Group Holdings, Inc., Common Equity	Capital Goods					391		430						391		430
Eastman Kodak Co., Common Equity	Consumer Durables & Apparel					1,203		192						1,203		192
Escape Velocity Holdings, Inc., Common Equity	Software & Services					193		743						193		743
FourPoint Energy, LLC, Common Equity, Class C-II-A Units	Energy					21,000		5,933						21,000		5,933
FourPoint Energy, LLC, Common Equity, Class D Units	Energy					2,601		1,122						2,601		1,122
FourPoint Energy, LLC, Common Equity, Class E-II Units	Energy					12,006		13,507						12,006		13,507
FourPoint Energy, LLC, Common Equity, Class E-III Units	Energy					17,719		20,022						17,719		20,022
Fronton Investor Holdings, LLC, Class B Units ⁽⁴⁾	Consumer Services					6,793		22,713						6,793		22,713
Genesys Telecommunications Laboratories, Inc., Class A shares	Technology Hardware & Equipment									—		3		—		3
Genesys Telecommunications Laboratories, Inc., Class A1-A5 shares	Technology Hardware & Equipment									120		745		120		745
Genesys Telecommunications Laboratories, Inc., Ordinary Shares	Technology Hardware & Equipment									—		3		—		3
Genesys Telecommunications Laboratories, Inc., Ordinary Shares	Technology Hardware & Equipment									—		—		—		—
Genesys Telecommunications Laboratories, Inc., Preferred Shares	Technology Hardware & Equipment									—		80		—		80
Global Jet Capital Holdings, LP, Preferred Equity	Commercial & Professional Services					42,281		15,433						42,281		15,433
H.I.G. Empire Holdco, Inc., Common Equity	Retailing					1,118		1,155						1,118		1,155
Harvest Oil & Gas Corp., Common Equity	Energy					161		147						161		147
Harvey Holdings, LLC, Common Equity	Capital Goods					2,333		6,008						2,333		6,008
Hilding Anders (SWE), Arle PIK Interest ⁽³⁾	Consumer Durables & Apparel	12.00% PIK (12.00% Max PIK)		12/31/22						—		—		—		—
Hilding Anders (SWE), Class A Common Stock	Consumer Durables & Apparel									132		—		132		—
Hilding Anders (SWE), Class B Common Stock	Consumer Durables & Apparel									25		—		25		—
Hilding Anders (SWE), Class C Common Stock	Consumer Durables & Apparel									—		—		—		—
Hilding Anders (SWE), Equity Options	Consumer Durables & Apparel			12/31/20						14,988		4,501		14,988		4,501
HM Dunn Aerosystems, Inc., Preferred Equity, Series A ⁽⁴⁾	Capital Goods					—		—						—		—
HM Dunn Aerosystems, Inc., Preferred Equity, Series B ⁽⁴⁾	Capital Goods					—		—						—		—
Home Partners of America, Inc., Common Stock ⁽⁴⁾	Real Estate									101,876		139,655		101,876		139,655
Home Partners of America, Inc., Warrants ⁽⁴⁾	Real Estate			8/7/24						292		1,384		292		1,384
Imagine Communications Corp., Common Equity, Class A Units	Media					3,783		8						3,783		8
Industrial Group Intermediate Holdings, LLC, Common Equity	Materials					441		397						441		397
International Aerospace Coatings, Inc., Common Equity	Capital Goods					464		—						464		—
International Aerospace Coatings, Inc., Preferred Equity	Capital Goods					1,303		406						1,303		406
JMC Acquisition Holdings, LLC, Common Equity	Capital Goods					483		560						483		560
Jones Apparel Holdings, Inc., Common Stock	Consumer Durables & Apparel									872		—		872		—
JSS Holdco, LLC, Net Profits Interest	Capital Goods					—		1,095						—		1,095
JW Aluminum Co., Common Equity ⁽⁵⁾	Materials					—		6,591						—		6,591
JW Aluminum Co., Preferred Equity ⁽⁵⁾	Materials	12.5% PIK		11/17/25		72,297		62,128						72,297		62,128
Keystone Australia Holdings, Pty. Ltd. (AUS), Residual Claim	Consumer Services									7,682		412		7,682		412
KKR BPT Holdings Aggregator, LLC, Membership Interest ⁽⁵⁾	Diversified Financials									16,000		2,993		16,000		2,993
MB Precision Investment Holdings LLC, Class A-2 Units	Capital Goods					490		—						490		—
Micronics Filtration Holdings, Inc., Common Equity	Capital Goods					553		332						553		332
Micronics Filtration Holdings, Inc., Preferred Equity, Series A	Capital Goods					553		972						553		972
Micronics Filtration Holdings, Inc., Preferred Equity, Series B	Capital Goods					229		277						229		277
Mood Media Corp., Common Equity ⁽⁴⁾	Media					11,804		17,682						11,804		17,682
NBG Home, Common Stock	Consumer Durables & Apparel									2,565		3,057		2,565		3,057
Nine West Holdings, Inc., Common Stock	Consumer Durables & Apparel									6,542		—		6,542		—
North Haven Cadence TopCo, LLC, Common Equity	Consumer Services					1,042		1,641						1,042		1,641
PDI Parent LLC, Common Equity	Capital Goods					1,385		1,142						1,385		1,142
Petroplex Acidizing, Inc., Warrants	Energy			12/29/26						—		—		—		—
Polyconcept North America, Inc., Class A-1 Units	Consumer Durables & Apparel									2,938		4,409		2,938		4,409
Proserv Acquisition, LLC (GBR), Class A Common Units ⁽⁴⁾	Energy									33,547		15,256		33,547		15,256
Proserv Acquisition, LLC (GBR), Class A Preferred Units ⁽⁴⁾	Energy									5,392		9,609		5,392		9,609
Ridgeback Resources Inc., Common Equity	Energy					1,997		2,244						1,997		2,244
Roadhouse Holding Inc., Common Equity ⁽⁴⁾	Consumer Services					6,932		—						6,932		—
Rockport (Relay), Class A Units	Consumer Durables & Apparel									—		—		—		—
S1 Blocker Buyer Inc., Common Equity	Commercial & Professional Services					568		918						568		918
Safariland, LLC, Common Equity	Capital Goods					2,500		3,256						2,500		3,256
Safariland, LLC, Warrants	Capital Goods			7/27/18		246		258						246		258
Safariland, LLC, Warrants	Capital Goods			9/20/19		227		333						227		333
Sentry Holdings, Ltd. (JEY), Common Shares A	Insurance									—		—		—		—
Sentry Holdings, Ltd. (JEY), Preferred B Shares	Insurance									9,065		8,499		9,065		8,499
Sequential Brands Group, Inc., Common Equity	Consumer Durables & Apparel					2,790		345						2,790		345
Sorenson Communications, Inc., Common Equity	Telecommunication Services					—		38,052						—		38,052
SSC Holdco Limited, Common Equity	Health Care Equipment & Services					2,273		2,671						2,273		2,671
Stuart Weitzman, Inc., Common Stock	Consumer Durables & Apparel									—		—		—		—
Sunnova Energy Corp., Common Equity	Energy					722		—						722		—
Sunnova Energy Corp., Preferred Equity	Energy					187		203						187		203
The Brock Group, Inc., Common Equity	Energy					3,652		—						3,652		—
ThermaSys Corp., Common Equity	Capital Goods					1		—						1		—
ThermaSys Corp., Preferred Equity	Capital Goods					5,181		—						5,181		—
Towergate (GBR), Ordinary Shares	Insurance									173		162		173		162
Viper Holdings, LLC, Series I Units	Consumer Durables & Apparel					509		850						509		850
Viper Holdings, LLC, Series II Units	Consumer Durables & Apparel					522		871						522		871
Viper Parallel Holdings LLC, Class A Units	Consumer Durables & Apparel					1,070		1,786						1,070		1,786
VPG Metals Group LLC, Class A-2 Units	Materials					3,638		2,273						3,638		2,273
Warren Resources, Inc., Common Equity	Energy					534		431						534		431
Zeta Interactive Holdings Corp., Preferred Equity, Series E-1	Software & Services					1,714		2,222						1,714		2,222
Zeta Interactive Holdings Corp., Preferred Equity, Series F	Software & Services					1,714		1,973						1,714		1,973
Zeta Interactive Holdings Corp., Warrants	Software & Services			4/20/27		—		91						—		91

Total Equity/Other						345,003		369,996		321,632		242,012		666,635		612,008

Total Investments before Pro Forma Adjustments					$	3,662,025	$	3,537,252	$	4,272,650	$	4,116,271	$	7,934,675	$	7,653,523
Pro Forma Adjustments:
Estimated Purchase Price Allocation Adjustment ⁽²⁾																(711,394	)

Total Investments					$	3,662,025	$	3,537,252	$	4,272,650	$	4,116,271	$	7,934,675	$	6,942,129

(1)	Security may be an obligation of one or more entities affiliated with the named company.

(2)

Upon consummation of the Merger and in accordance with ASC 805-50, Business Combinations—Related Issues , FSIC will be required to allocate the purchase price of CCT’s assets based on FSIC’s estimate of fair value and record such fair value as the initial fair value of each such investment in FSIC’s financial statements. FSIC determined that the aggregate adjustment to CCT’s investments approximates $711,394. As a result, such adjustment has been reflected in a single line item entitled “Estimated Purchase Price Allocation Adjustment.” A final determination of the fair value of CCT’s investments will be made after the Merger is completed and, as a result, the actual amount of this adjustment may vary from the preliminary amount set forth herein. Thus, the information set forth in the columns reflect historical amounts and have not been individually adjusted to reflect the Estimated Purchase Price Allocation Adjustment.

(3)	Asset is on non-accrual status.

(4)

FSK is deemed to be an “affiliated person” of the portfolio company. Under the Investment Company Act of 1940, as amended, the combined company generally is deemed to be an “affiliated person” of a portfolio company if it owns 5% or more of the portfolio company’s voting securities and generally is deemed to “control” a portfolio company if it owns more than 25% of the portfolio company’s voting securities or it has the power to exercise control over the management or policies of such portfolio company.

(5)

FSK is deemed to be an “affiliated person” of and deemed to control the portfolio company. Under the Investment Company Act of 1940, as amended, the combined company generally is deemed to “control” a portfolio company if it owns more than 25% of the portfolio company’s voting securities or it has the power to exercise control over the management or policies of such portfolio company.

*	PIK means paid-in-kind