Obligation FSK Capital 4% ( US302635AA50 ) en USD

FSK Capital

100 % ⇌

Etas-Unis

US302635AA50 ( en USD )

4% par an ( paiement semestriel )

15/07/2019 - Obligation échue

Prospectus brochure de l'obligation FS KKR Capital US302635AA50 en USD 4%, échue

2 000 USD

400 000 000 USD

302635AA5

N/A

FS KKR Capital Corp. est une société d'investissement à capital fermé cotée en bourse qui investit principalement dans des prêts à effet de levier aux entreprises de taille moyenne et des capitaux propres subordonnés.

L'Obligation émise par FSK Capital ( Etas-Unis ) , en USD, avec le code ISIN US302635AA50, paye un coupon de 4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/07/2019

FS Investment Corp--Final Prospectus Supplement
497 1 d746362d497.htm FS INVESTMENT CORP--FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 497
File No. 333-195863

PROSPECTUS SUPPLEMENT
To the Prospectus dated June 19, 2014
$400,000,000

4.000% Notes due 2019
We are offering for sale $400,000,000 in aggregate principal amount of 4.000% notes due 2019, which we refer to as the Notes. The Notes will mature on July 15, 2019. We will
pay interest on the Notes on January 15th and July 15th of each year, beginning on January 15, 2015. We may redeem the Notes in whole or in part at any time, or from time to time, at
the redemption price discussed under the caption "Specific Terms of the Notes and the Offering--Optional Redemption" in this prospectus supplement. In addition, holders of the Notes
can require us to repurchase some or all of the Notes at a purchase price equal to 100% of their principal amount, plus accrued and unpaid interest to, but not including, the repurchase
date upon the occurrence of a Change of Control Repurchase Event (as defined herein). The Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in
excess thereof.
The Notes will be our general unsecured obligations that rank senior in right of payment to all of our existing and future indebtedness that is expressly subordinated in right of
payment to the Notes and rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.
We are a specialty finance company that invests primarily in the debt securities of private U.S. middle-market companies. Our investment objectives are to generate current income
and, to a lesser extent, long-term capital appreciation.
We are an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the
Investment Company Act of 1940, as amended, or the 1940 Act. Our investments and activities are managed by FB Income Advisor, LLC, a private investment firm that is registered as
an investment adviser with the Securities and Exchange Commission, or the SEC, and is an affiliate of ours. FB Advisor, LLC has engaged GSO / Blackstone Debt Funds Management
LLC, a registered investment adviser and a subsidiary of GSO Capital Partners LP, to act as our investment sub-adviser.
Investing in our securities may be considered speculative and involves a high degree of risk, including the risk of a substantial loss of investment. See "Risk Factors"
beginning on page S-16 of this prospectus supplement and page 22 of the accompanying prospectus to read about the risks you should consider before buying our securities,
including the risk of leverage.
This prospectus supplement and the accompanying prospectus contain important information about us that a prospective investor should know before investing in our securities.
Please read this prospectus supplement and the accompanying prospectus before investing and keep them for future reference. We file annual, quarterly and current reports, proxy
statements and other information about us with the SEC. This information is available free of charge by contacting us at Cira Centre, 2929 Arch Street, Suite 675, Philadelphia,
Pennsylvania 19104, by calling us collect at (215) 495-1150 or by visiting our website at www.fsinvestmentcorp.com. The SEC also maintains a website at www.sec.gov that contains
such information.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Per Note
Total

Public offering price

99.498%
$397,992,000
Underwriting discounts and commissions (sales load)

0.900%
$
3,600,000
Proceeds to us before expenses(1)

98.598%
$394,392,000
(1) Before deducting estimated expenses of $350,000 payable by us in connection with this offering. See "Underwriting" in this prospectus supplement.
The public offering price set forth above does not include accrued interest, if any. Interest on the Notes will accrue from July 14, 2014.
THE NOTES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
Delivery of the Notes in book-entry form through The Depository Trust Company, or DTC, will be made on or about July 14, 2014.
Joint Book-Running Managers

Citigroup
Wells Fargo Securities
J.P. Morgan

Co-Managers

Evercore

Keefe, Bruyette & Woods
A Stifel Company
The date of this prospectus supplement is July 7, 2014.
Table of Contents
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FS Investment Corp--Final Prospectus Supplement
You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. We have not, and the
underwriters have not, authorized any other person to provide you with different information from that contained in this prospectus supplement and
the accompanying prospectus. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer
or sale is not permitted.
This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering and also adds to and
updates information contained in the accompanying prospectus. The second part is the accompanying prospectus, which gives more general
information and disclosure. To the extent the information contained in this prospectus supplement differs from the information contained in the
accompanying prospectus, the information in this prospectus supplement shall control. The information contained in this prospectus supplement
and accompanying prospectus is complete and accurate only as of the date of this prospectus supplement or the accompanying prospectus. Our
business, financial condition, results of operations and prospects may have changed since that date. If there is a material change in our affairs, we
will amend or supplement this prospectus supplement only as required by law.

S-i
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
PROSPECTUS SUPPLEMENT SUMMARY
S-1
SPECIFIC TERMS OF THE NOTES AND THE OFFERING
S-11
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
S-14
RISK FACTORS
S-16
USE OF PROCEEDS
S-21
CAPITALIZATION
S-22
DESCRIPTION OF THE NOTES
S-23
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
S-34
UNDERWRITING
S-37
SUB-ADVISER CONFLICTS OF INTEREST
S-41
LEGAL MATTERS
S-46
CUSTODIAN, TRANSFER AND DISTRIBUTION PAYING AGENT AND REGISTRAR
S-46
PROSPECTUS

Page
ABOUT THIS PROSPECTUS

i
PROSPECTUS SUMMARY

1
FEES AND EXPENSES

17
SELECTED FINANCIAL DATA

20
RISK FACTORS

22
RISKS RELATED TO OFFERINGS PURSUANT TO THIS PROSPECTUS

22
RISKS RELATED TO OUR INVESTMENTS

28
RISKS RELATED TO OUR BUSINESS AND STRUCTURE

33
RISKS RELATED TO FB ADVISOR AND ITS AFFILIATES

39
RISKS RELATED TO BUSINESS DEVELOPMENT COMPANIES

41
RISKS RELATED TO DEBT FINANCING

42
RISKS RELATED TO FEDERAL INCOME TAX

50
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

52
USE OF PROCEEDS

54
DISTRIBUTIONS

55
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

60
SENIOR SECURITIES

101
PRICE RANGE OF COMMON STOCK

102
RATIOS OF EARNINGS TO FIXED CHARGES

103
SALES OF COMMON STOCK BELOW NET ASSET VALUE

104
INVESTMENT OBJECTIVES AND STRATEGY

110
DETERMINATION OF NET ASSET VALUE

128
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FS Investment Corp--Final Prospectus Supplement
MANAGEMENT

132
PORTFOLIO MANAGEMENT

144
PORTFOLIO COMPANIES

148
INVESTMENT ADVISORY AGREEMENT

169
ADMINISTRATIVE SERVICES

180
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

181
CONTROL PERSONS AND PRINCIPAL STOCKHOLDERS

185
DISTRIBUTION REINVESTMENT PLAN

187

S-ii
Table of Contents

Page
DESCRIPTION OF OUR CAPITAL STOCK

189
DESCRIPTION OF OUR PREFERRED STOCK

197
DESCRIPTION OF OUR SUBSCRIPTION RIGHTS

198
DESCRIPTION OF OUR WARRANTS

200
DESCRIPTION OF OUR DEBT SECURITIES

202
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

214
REGULATION

221
PLAN OF DISTRIBUTION

225
CUSTODIAN, TRANSFER AND DISTRIBUTION PAYING AGENT AND REGISTRAR

227
BROKERAGE ALLOCATION AND OTHER PRACTICES

227
LEGAL MATTERS

227
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

227
AVAILABLE INFORMATION

227
INDEX TO FINANCIAL STATEMENTS

F-1

S-iii
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights some of the information in this prospectus supplement and the accompanying prospectus. It is not complete and
may not contain all of the information that you may want to consider. To understand this offering fully, you should read the entire prospectus
supplement and the accompanying prospectus carefully, including the sections entitled "Risk Factors," before making a decision to invest in
our securities.
Unless otherwise noted, the terms "we," "us," "our," the "Company" and "FSIC" refer to FS Investment Corporation. In addition, the
term "FB Advisor" refers to FB Income Advisor, LLC, the term "GDFM" refers to GSO / Blackstone Debt Funds Management LLC, a
subsidiary of GSO Capital Partners LP, the term "GSO" refers to GSO Capital Partners LP, the term "Blackstone" refers to The Blackstone
Group L.P. and the term "indenture" refers to the base indenture between us and U.S. Bank National Association, as trustee, as supplemented
by a separate supplemental indenture, each to be dated as of the settlement date for the Notes. Capitalized terms used in this prospectus
supplement and not otherwise defined shall have the meanings ascribed to them in the accompanying prospectus or in the indenture governing
the Notes.
FS Investment Corporation
We are an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a
business development company, or BDC, under the 1940 Act. As such, we are required to comply with certain regulatory requirements. See
"Regulation" in the accompanying prospectus. In addition, we have elected to be treated for federal income tax purposes, and intend to qualify
annually, as a regulated investment company, or RIC, under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code.
We are managed by FB Advisor, a registered investment adviser under the Investment Advisers Act of 1940, as amended, or the
Advisers Act, which oversees the management of our operations and is responsible for making investment decisions with respect to our
portfolio. FB Advisor has engaged GDFM to act as our investment sub-adviser. GDFM assists FB Advisor in identifying investment
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FS Investment Corp--Final Prospectus Supplement
opportunities and will make investment recommendations for approval by FB Advisor, according to guidelines set by FB Advisor. GDFM, a
registered investment adviser under the Advisers Act, is a subsidiary of GSO, which oversaw approximately $66.0 billion in assets under
management as of March 31, 2014. GSO is the credit platform of Blackstone.
Our investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. We seek to meet our
investment objectives by:

·
utilizing the experience and expertise of the management teams of FB Advisor and GDFM, along with the broader resources

of GSO, which include its access to the relationships and human capital of its parent, Blackstone, in sourcing, evaluating
and structuring transactions;

·
employing a defensive investment approach focused on long-term credit performance and principal protection;

·
focusing primarily on debt investments in a broad array of private U.S. companies, including middle-market companies,

which we define as companies with annual revenues of $50 million to $2.5 billion at the time of investment. In many market
environments, we believe such a focus offers an opportunity for superior risk adjusted returns;

·
investing primarily in established, stable enterprises with positive cash flows; and

·
maintaining rigorous portfolio monitoring, in an attempt to anticipate and pre-empt negative credit events within our

portfolio.
Our portfolio is comprised primarily of investments in senior secured loans and second lien secured loans of private middle-market U.S.
companies and, to a lesser extent, subordinated loans of private U.S. companies.

S-1
Table of Contents
Although we do not expect a significant portion of our portfolio to be comprised of subordinated loans, there is no limit on the amount of such
loans in which we may invest. We may purchase interests in loans through secondary market transactions in the "over-the-counter" market
for institutional loans or directly from our target companies. In connection with our debt investments, we may on occasion receive equity
interests such as warrants or options as additional consideration. We may also purchase minority interests in the form of common or preferred
equity in our target companies, either in conjunction with one of our debt investments or through a co-investment with a financial sponsor,
such as an institutional investor or private equity firm. In addition, a portion of our portfolio may be comprised of corporate bonds and other
debt securities.
The senior secured and second lien secured loans in which we invest generally have stated terms of three to seven years and any
subordinated debt investments that we make generally will have stated terms of up to ten years, but the expected average life of such securities
is generally between three and seven years. However, there is no limit on the maturity or duration of any security we may hold in our portfolio.
The loans in which we invest may be rated by a nationally recognized statistical ratings organization, or NRSRO, and, in such case, generally
will carry a rating below investment grade (rated lower than "Baa3" by Moody's Investors Service, Inc., or Moody's, or lower than "BBB-"
by Standard & Poor's Corporation, or S&P). We also invest in non-rated debt securities.
As a BDC, we are subject to certain regulatory restrictions in making our investments. For example, BDCs generally are not permitted to
co-invest with certain affiliated entities in transactions originated by the BDC or its affiliates in the absence of an exemptive order from the
SEC. However, BDCs are permitted to, and may, co-invest in transactions where price is the only negotiated point. In an order dated June 4,
2013, the SEC granted exemptive relief permitting us, subject to the satisfaction of certain conditions, to co-invest in certain privately
negotiated investment transactions with certain affiliates of FB Advisor, including FS Energy and Power Fund, FS Investment Corporation II,
FS Investment Corporation III and any future BDCs that are advised by FB Advisor or its affiliated investment advisers, or collectively our co-
investment affiliates. We believe this relief may not only enhance our ability to further our investment objectives and strategy, but may also
increase favorable investment opportunities for us, in part by allowing us to participate in larger investments, together with our co-investment
affiliates, than would be available to us if we had not obtained such relief. Because we did not seek exemptive relief to engage in co-
investment transactions with GDFM and its affiliates, we will continue to be permitted to co-invest with GDFM and its affiliates only in
accordance with existing regulatory guidance.
To seek to enhance our returns, we employ leverage as market conditions permit and at the discretion of FB Advisor, but in no event
will leverage employed exceed 50% of the value of our assets, as required by the 1940 Act.
On April 16, 2014, our shares of common stock were listed on the NYSE and began trading under the ticker symbol "FSIC".
On April 16, 2014, we commenced a modified "Dutch auction" tender offer, or the listing tender offer, to purchase for cash up to $250.0
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FS Investment Corp--Final Prospectus Supplement
million in value of our shares of common stock from our stockholders, which expired at 5:00 p.m., New York City time on May 28, 2014.
Pursuant to the listing tender offer, we accepted for purchase 23,255,813 shares of common stock at a purchase price of $10.75 per share, for
an aggregate cost of approximately $250.0 million, excluding fees and expenses relating to the listing tender offer. See "Management's
Discussion and Analysis of Financial Condition and Results of Operation--Recent Developments--Listing Tender Offer" in the
accompanying prospectus for more information.
Our Public Offering
In May 2012, we closed our continuous public offering of common stock to new investors. We sold 247,454,171 shares (as adjusted for
stock distributions) of common stock for gross proceeds of $2.6 billion in our continuous public offering.

S-2
Table of Contents
Portfolio Update
During the year ended December 31, 2013, we made investments in portfolio companies totaling approximately $2.6 billion. During the
same period, we sold investments for proceeds of approximately $1.1 billion and received principal repayments of approximately $1.4 billion.
As of December 31, 2013, our investment portfolio, with a total fair value of approximately $4.1 billion, consisted of interests in 165 portfolio
companies (51% in first lien senior secured loans, 22% in second lien senior secured loans, 9% in senior secured bonds, 10% in subordinated
debt, 4% in collateralized securities and 4% in equity/other). The portfolio companies that comprised our portfolio as of such date had an
average annual earnings before interest, taxes, depreciation and amortization, or EBITDA, of approximately $190.7 million. As of
December 31, 2013, the investments in our portfolio were purchased at a weighted average price of 97.3% of par or stated value, as applicable,
the weighted average credit rating of the investments in our portfolio that were rated (constituting approximately 40.7% of our portfolio based
on the fair value of our investments) was B3 based upon the Moody's scale and our estimated gross annual portfolio yield (which represents
the expected yield to be generated by us on our investment portfolio based on the composition of our portfolio as of such date), prior to
leverage, was 10.1% based upon the amortized cost of our investments.
During the three months ended March 31, 2014, we made investments in portfolio companies totaling approximately $471.5 million.
During the same period, we sold investments for proceeds of approximately $307.0 million and received principal repayments of
approximately $259.1 million. As of March 31, 2014, our investment portfolio, with a total fair value of approximately $4.1 billion, consisted
of interests in 148 portfolio companies (50% in first lien senior secured loans, 22% in second lien senior secured loans, 10% in senior secured
bonds, 10% in subordinated debt, 3% in collateralized securities and 5% in equity/other). The portfolio companies that comprised our
portfolio as of such date had an average annual EBITDA of approximately $174.2 million. As of March 31, 2014, the investments in our
portfolio were purchased at a weighted average price of 97.1% of par or stated value, as applicable, the weighted average credit rating of the
investments in our portfolio that were rated (constituting approximately 32.5% of our portfolio based on the fair value of our investments) was
B3 based upon the Moody's scale and our estimated gross annual portfolio yield, prior to leverage, was 10.2% based upon the amortized cost
of our investments. See "Portfolio Companies" in the accompanying prospectus for a list of the investments in our portfolio as of March 31,
2014. The portfolio yield does not represent an actual investment return to stockholders and may be higher than what stockholders will realize
on an investment in our common stock because it does not reflect our expenses or any sales load that may have been paid by such stockholder.
About FB Advisor
FB Advisor is a subsidiary of our affiliate, Franklin Square Holdings, L.P., or Franklin Square Holdings, a national sponsor of alternative
investment products designed for the individual investor. FB Advisor is registered as an investment adviser with the SEC under the Advisers
Act and is led by substantially the same personnel that form the investment and operations team of FS Investment Advisor, LLC, FSIC II
Advisor, LLC, FSIC III Advisor, LLC and FS Global Advisor, LLC. FS Investment Advisor, LLC, FSIC II Advisor, LLC and FSIC III
Advisor, LLC are registered investment advisers that manage Franklin Square Holdings' other three affiliated BDCs, FS Energy and Power
Fund, FS Investment Corporation II and FS Investment Corporation III, respectively. FS Global Advisor, LLC is a registered investment
adviser that manages Franklin Square Holdings' affiliated closed-end management investment company, FS Global Credit Opportunities
Fund. See "Risk Factors--Risks Related to FB Advisor and Its Affiliates" and "Certain Relationships and Related Party Transactions" in the
accompanying prospectus.

S-3
Table of Contents
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FS Investment Corp--Final Prospectus Supplement
In addition to managing our investments, the directors, officers and other personnel of FB Advisor also currently manage the following
entities:

Gross
Name

Entity

Investment Focus

Assets(1)

FS Energy and Power Fund
BDC
Primarily invests in debt and income-
$
2,717,712,000
oriented equity securities of privately-held
U.S. companies in the energy and power

industry.

FS Investment Corporation II
BDC
Primarily invests in senior secured loans,
$
3,734,428,000
second lien secured loans and, to a lesser
extent, subordinated loans of private U.S.

companies.

FS Investment Corporation III(2)
BDC
Primarily invests in senior secured loans,

--
second lien secured loans and, to a lesser
extent, subordinated loans of private U.S.

companies.

FS Global Credit Opportunities Fund(3)
Primarily invests in secured and
$
63,946,000
Closed-end
unsecured floating and fixed rate loans,
management
bonds and other types of credit
investment company
instruments.

(1)
As of March 31, 2014, except as otherwise noted below.

(2)
FS Investment Corporation III commenced operations on April 2, 2014 upon meeting its minimum offering requirement of raising gross
proceeds of $2.5 million in its continuous public offering from persons who were not affiliated with FS Investment Corporation III or its
investment adviser, FSIC III Advisor, LLC.

(3)
FS Global Credit Opportunities Fund commenced operations on December 12, 2013. Two funds affiliated with FS Global Credit
Opportunities Fund, FS Global Credit Opportunities Fund--A and FS Global Credit Opportunities Fund--D, or together, the FSGCOF
Offered Funds, which have the same investment objectives and strategies as FS Global Credit Opportunities Fund, currently offer
common shares of beneficial interest to the public and invest substantially all of the net proceeds of their respective offerings in FS
Global Credit Opportunities Fund. Gross assets shown as of December 31, 2013.
Our chairman and chief executive officer, Michael C. Forman, has led FB Advisor since its inception. In 2007, he co-founded Franklin
Square Holdings with the goal of delivering alternative investment solutions, advised by what Franklin Square Holdings believes to be best-
in-class institutional asset managers, to individual investors nationwide. In addition to leading FB Advisor, Mr. Forman currently serves as
chairman, president and chief executive officer of 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, FS Global Advisor, LLC, FS Global Credit
Opportunities Fund and the FSGCOF Offered Funds.
FB Advisor's senior management team has significant experience in private lending and private equity investing, and has developed an
expertise in using all levels of a firm's capital structure to produce income-generating investments, while focusing on risk management. The
team also has extensive knowledge of the managerial, operational and regulatory requirements of publicly registered alternative asset entities,
such as BDCs. We believe that the active and ongoing participation by Franklin Square Holdings and its affiliates in the credit markets, and
the depth of experience and disciplined investment approach of FB Advisor's management team, will allow FB Advisor to successfully
execute our investment strategy.

S-4
Table of Contents
All investment decisions require the unanimous approval of FB Advisor's investment committee, which is currently comprised of
Mr. Forman, Gerald F. Stahlecker, our president, Zachary Klehr, our executive vice president, and Sean Coleman, our managing director. Our
board of directors, including a majority of independent directors, oversees and monitors our investment performance and annually reviews the
compensation we pay to FB Advisor and the compensation FB Advisor pays to GDFM to determine that the provisions of each of the
investment advisory agreement and the investment sub-advisory agreement are carried out.
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FS Investment Corp--Final Prospectus Supplement
About GDFM
From time to time, FB Advisor may enter into sub-advisory relationships with registered investment advisers that possess skills that FB
Advisor believes will aid it in achieving our investment objectives. FB Advisor has engaged GDFM to act as our investment sub-adviser.
GDFM assists FB Advisor in identifying investment opportunities and makes investment recommendations for approval by FB Advisor,
according to guidelines set by FB Advisor. GDFM also serves as the investment sub-adviser to FS Investment Corporation II and FS
Investment Corporation III pursuant to the investment sub-advisory agreements between it and each of FSIC II Advisor, LLC and FSIC III
Advisor, LLC, the investment advisers to FS Investment Corporation II and FS Investment Corporation III, respectively. Furthermore,
GDFM's affiliate, GSO, serves as the investment sub-adviser to FS Energy and Power Fund and FS Global Credit Opportunities Fund
pursuant to the investment sub-advisory agreements between it and each of FS Investment Advisor, LLC and FS Global Advisor, LLC, the
investment advisers to FS Energy and Power Fund and FS Global Credit Opportunities Fund, respectively. GDFM is a Delaware limited
liability company with principal offices located at 345 Park Avenue, New York, New York 10154.
GDFM is a wholly-owned subsidiary of GSO. GSO is the credit platform of Blackstone, a leading global alternative asset manager. As
of March 31, 2014, GSO and its affiliates, excluding Blackstone, managed approximately $66.0 billion of assets across multiple strategies
within the leveraged finance marketplace, including leveraged loans, high-yield bonds, distressed, mezzanine and private equity. As sub-
adviser, GDFM makes recommendations to FB Advisor in a manner that is consistent with its existing investment and monitoring processes.
Blackstone is a leading global alternative asset manager and provider of financial advisory services. It is one of the largest independent
managers of private capital in the world, with assets under management of approximately $271.8 billion as of March 31, 2014. Blackstone's
alternative asset management businesses include the management of private equity funds, real estate funds, funds of hedge funds, credit-
oriented funds, collateralized loan obligation vehicles, separately managed accounts and publicly-traded closed-end mutual funds. Blackstone
is a publicly traded limited partnership that has common units which trade on the NYSE under the ticker symbol "BX". Information about
Blackstone and its various affiliates, including certain ownership, governance and financial information, is disclosed in Blackstone's periodic
filings with the SEC, which can be obtained from Blackstone's website at http://ir.blackstone.com or the SEC's website at www.sec.gov.
Information contained on Blackstone's website and in Blackstone's filings with the SEC are not incorporated by reference into this prospectus
supplement or the accompanying prospectus, and you should not consider that information to be part of this prospectus supplement or the
accompanying prospectus.
See "Sub-Adviser Conflicts of Interest" in this prospectus supplement for more information regarding potential conflicts of interest with
GDFM. See "Prospectus Summary--Conflicts of Interest" and "Risk Factors--Risks Related to FB Advisor and Its Affiliates" in the
accompanying prospectus for more information regarding potential conflicts of interest with FB Advisor and its affiliates.

S-5
Table of Contents
Risk Factors
An investment in our securities involves a high degree of risk and may be considered speculative. You should carefully consider the
information found in "Risk Factors" beginning on page S-16 in this prospectus supplement and beginning on page 22 in the accompanying
prospectus, and the other information included in the accompanying prospectus, for a discussion of factors you should carefully consider
before deciding to invest in the Notes.
Market Opportunity
We believe that there are and will continue to be significant investment opportunities in the senior secured and second lien secured loan
asset class, as well as investments in debt securities of middle-market companies.
Attractive Opportunities in Senior Secured and Second Lien Secured Loans
We believe that opportunities in senior secured and second lien secured loans are significant because of the variable rate structure of
most senior secured debt issues and because of the strong defensive characteristics of this investment class. Given current market conditions,
we believe that debt issues with variable interest rates offer a superior return profile to fixed-rate securities, since variable interest rate
structures are generally less susceptible to declines in value experienced by fixed-rate securities in a rising interest rate environment.
Senior secured debt issues also provide strong defensive characteristics. Because these loans have priority in payment among an issuer's
security holders (i.e., they are due to receive payment before bondholders and equityholders), they carry the least potential risk among
investments in the issuer's capital structure. Further, these investments are secured by the issuer's assets, which may be seized in the event of a
default, if necessary. They generally also carry restrictive covenants aimed at ensuring repayment before unsecured creditors, such as most
types of public bondholders, and other security holders and preserving collateral to protect against credit deterioration.
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FS Investment Corp--Final Prospectus Supplement
Opportunity in Middle-Market Private Companies
In addition to investing in senior secured and second lien secured loans generally, we believe that the market for lending to private
companies, particularly middle-market private companies within the United States, is underserved and presents a compelling investment
opportunity. We believe that the following characteristics support our belief:
Large Target Market. According to The U.S. Census Bureau, in its most recently released economic census in 2007, there were
approximately 40,000 middle-market companies in the U.S. with annual revenues between $50 million and $2.5 billion, compared with
approximately 1,200 companies with revenues greater than $2.5 billion. These middle-market companies represent, we believe, a significant
portion of the growth segment of the U.S. economy and often require substantial capital investment to grow their businesses. Middle-market
companies have generated a significant number of investment opportunities for investment programs managed by our affiliates and GDFM
over the past several years, and we believe that this market segment will continue to produce significant investment opportunities for us.
Limited Investment Competition. Despite the size of the market, we believe that regulatory changes and other factors have diminished the
role of traditional financial institutions and certain other capital providers in providing financing to middle-market companies. We believe that
lending to middle-market companies, which are often private, generally requires a greater dedication of the lender's time and resources
compared to lending to larger companies, due in part to the smaller size of each investment and the often fragmented nature of information
available from these companies. In addition, middle-market companies may require more active

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monitoring and participation on the lender's part. We believe that many large financial organizations, which often have relatively high cost
structures, are not suited to deal with these factors and instead emphasize services and transactions to larger corporate clients with a
consequent reduction in the availability of financing to middle-market companies.
Attractive Market Segment. We believe that the underserved nature of such a large segment of the market can at times create a significant
opportunity for investment. In many environments, we believe that middle-market companies are more likely to offer attractive economics in
terms of transaction pricing, up-front and ongoing fees, prepayment penalties and security features in the form of stricter covenants and
quality collateral than loans to larger companies. In addition, as compared to larger companies, middle-market companies often have simpler
capital structures and carry less leverage, thus aiding the structuring and negotiation process and allowing us greater flexibility in structuring
favorable transactions. We believe that these factors will result in advantageous conditions in which to pursue our investment objectives of
generating current income and, to a lesser extent, long-term capital appreciation.
Characteristics of and Risks Related to Investments in Private Companies
We invest primarily in the debt of private middle-market U.S. companies. Investments in private companies pose significantly greater
risks than investments in public companies. First, private companies have reduced access to the capital markets, resulting in diminished
capital resources and ability to withstand financial distress. As a result, these companies, which may present greater credit risk than public
companies, may be unable to meet the obligations under their debt securities that we hold. Second, the investments themselves may often be
illiquid. The securities of many of the companies in which we invest are not publicly-traded or actively-traded on the secondary market and
are, instead, traded on a privately negotiated over-the-counter secondary market for institutional investors. In addition, such securities may be
subject to legal and other restrictions on resale. As such, we may have difficulty exiting an investment promptly or at a desired price prior to
maturity or outside of a normal amortization schedule. These investments also may be difficult to value because little public information
generally exists about private companies, requiring an experienced due diligence team to analyze and value the potential portfolio company.
Finally, these companies often may not have third-party debt ratings or audited financial statements. We must therefore rely on the ability of
FB Advisor and/or GDFM to obtain adequate information through their due diligence efforts to evaluate the creditworthiness of, and risks
involved in, investing in these companies, and to determine the optimal time to exit an investment. These companies and their financial
information will also generally not be subject to the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and other rules and regulations
that govern public companies that are designed to protect investors.
Investment Strategy
Our principal focus is to invest in senior secured and second lien secured loans of private U.S. middle-market companies, and to a lesser
extent, subordinated loans of private U.S. companies. Although we do not expect a significant portion of our portfolio to be comprised of
subordinated loans, there is no limit on the amount of such loans in which we may invest. We may purchase interests in loans through
secondary market transactions in the "over-the-counter" market for institutional loans or directly from our target companies. In connection
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FS Investment Corp--Final Prospectus Supplement
with our debt investments, we may on occasion receive equity interests such as warrants or options as additional consideration. We may also
purchase minority interests in the form of common or preferred equity in our target companies, either in conjunction with one of our debt
investments or through a co-investment with a financial sponsor, such as an institutional investor or private equity firm. In addition, a portion
of our portfolio may be comprised of corporate bonds and other debt securities.
When identifying prospective portfolio companies, we focus primarily on the attributes set forth below, which we believe will help us
generate higher total returns with an acceptable level of risk. While these criteria provide general guidelines for our investment decisions, we
caution investors that, if we believe the benefits of

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investing are sufficiently strong, not all of these criteria necessarily will be met by each prospective portfolio company in which we choose to
invest. These attributes are:

·
Leading, defensible market positions. We seek to invest in companies that have developed strong positions within their respective
markets and exhibit the potential to maintain sufficient cash flows and profitability to service our debt in a range of economic

environments. We seek companies that can protect their competitive advantages through scale, scope, customer loyalty, product
pricing or product quality versus their competitors, thereby minimizing business risk and protecting profitability.

·
Investing in stable companies with positive cash flow. We seek to invest in established, stable companies with strong profitability
and cash flows. Such companies, we believe, are well-positioned to maintain consistent cash flow to service and repay our loans

and maintain growth in their businesses or market share. We do not intend to invest to any significant degree in start-up companies,
turnaround situations or companies with speculative business plans.

·
Proven management teams. We focus on companies that have experienced management teams with an established track record of

success. We typically prefer our portfolio companies to have proper incentives in place to align management's goals with ours.

·
Private equity sponsorship. Often, we seek to participate in transactions sponsored by what we believe to be sophisticated and
seasoned private equity firms. FB Advisor's management team believes that a private equity sponsor's willingness to invest
significant sums of equity capital into a company is an endorsement of the quality of the investment. Further, by co-investing with
such experienced private equity firms which commit significant sums of equity capital ranking junior in priority of payment to our

debt investments, we may benefit from the due diligence review performed by the private equity firm, in addition to our own due
diligence review. Further, strong private equity sponsors with significant investments at risk have the ability and a strong incentive
to contribute additional capital in difficult economic times should operational or financial issues arise which could provide
additional protections for our investments.

·
Allocation among various issuers and industries. We seek to allocate our portfolio broadly among issuers and industries, thereby

attempting to reduce the risk of a downturn in any one company or industry having a disproportionate adverse impact on the value
of our portfolio.

·
Viable exit strategy. While we attempt to invest in securities that may be sold in a privately negotiated over-the-counter market,
providing us a means by which we may exit our positions, we expect that a large portion of our portfolio may not be sold on this

secondary market. For any investments that are not able to be sold within this market, we focus primarily on investing in
companies whose business models and growth prospects offer attractive exit possibilities, including repayment of our investments,
an initial public offering of equity securities, a merger, a sale or a recapitalization, in each case with the potential for capital gains.
See "Investment Objectives and Strategy" in the accompanying prospectus for additional information regarding our investment strategy.
In addition, in an order dated June 4, 2013, the SEC granted exemptive relief that, subject to the satisfaction of certain conditions,
expands our ability to co-invest in certain privately negotiated investment transactions with our co-investment affiliates, which we believe
will enhance our ability to further our investment objectives and strategy.

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FS Investment Corp--Final Prospectus Supplement
Potential Competitive Strengths
We believe that we offer our investors the following potential competitive strengths:
Global platform with seasoned investment professionals. We believe that the breadth and depth of the experience of FB Advisor's senior
management team, together with the wider resources of GSO's investment team, which is dedicated to sourcing, structuring, executing,
monitoring and harvesting a broad range of private investments, as well as the specific expertise of GDFM, provide us with a significant
competitive advantage in sourcing and analyzing attractive investment opportunities.
Long-term investment horizon. Our long-term investment horizon gives us great flexibility, which we believe allows us to maximize
returns on our investments. Unlike most private equity and venture capital funds, as well as many private debt funds, we are not required to
return capital to our stockholders once we exit a portfolio investment. We believe that freedom from such capital return requirements, which
allows us to invest using a longer-term focus, provides us with the opportunity to increase total returns on invested capital, compared to other
private company investment vehicles.
GDFM transaction sourcing capability. FB Advisor seeks to leverage GDFM's significant access to transaction flow. GDFM seeks to
generate investment opportunities through syndicate and club deals (generally, investments made by a small group of investment firms) and,
subject to regulatory constraints as discussed under "Regulation," and the allocation policies of GDFM and its affiliates, as applicable, also
through GSO's direct origination channels. These include significant contacts to participants in the credit and leveraged finance marketplace,
which it can draw upon in sourcing investment opportunities for us. With respect to syndicate and club deals, GDFM has built a network of
relationships with commercial and investment banks, finance companies and other investment funds as a result of the long track record of its
investment professionals in the leveraged finance marketplace. With respect to GDFM's origination channel, FB Advisor seeks to leverage the
global presence of GSO to generate access to a substantial amount of directly originated transactions with attractive investment characteristics.
We believe that the broad network of GDFM provides a significant pipeline of investment opportunities for us. GDFM also has a significant
trading platform, which, we believe, allows us access to the secondary market for investment opportunities.
Disciplined, income-oriented investment philosophy. FB Advisor and GDFM employ a defensive investment approach focused on long-
term credit performance and principal protection. This investment approach involves a multi-stage selection process for each investment
opportunity, as well as ongoing monitoring of each investment made, with particular emphasis on early detection of deteriorating credit
conditions at portfolio companies which would result in adverse portfolio developments. This strategy is designed to maximize current income
and minimize the risk of capital loss while maintaining the potential for long-term capital appreciation.
Investment expertise across all levels of the corporate capital structure. FB Advisor and GDFM believe that their broad expertise and
experience investing at all levels of a company's capital structure enable us to manage risk while affording us the opportunity for significant
returns on our investments. We attempt to capitalize on this expertise in an effort to produce and maintain an investment portfolio that will
perform in a broad range of economic conditions.
See "Investment Objectives and Strategy--Potential Competitive Strengths" in the accompanying prospectus for a more detailed
description of the competitive strengths we believe we offer our investors.
Corporate Information
Our principal executive offices are located at Cira Centre, 2929 Arch Street, Suite 675, Philadelphia, Pennsylvania 19104. We maintain a
website at www.fsinvestmentcorp.com. Information contained on our website is not incorporated by reference into this prospectus supplement
or the accompanying prospectus, and you should not consider that information to be part of this prospectus supplement or the accompanying
prospectus.

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Recent Developments
Stockholder Meetings
We held our annual meeting of stockholders on June 23, 2014. Our stockholders were asked to consider and act upon the following two
proposals, each of which received the requisite number of votes to pass:

· the election of Michael J. Hagan, Jeffrey K. Harrow and Pedro A. Ramos as independent directors for three-year terms expiring in

2017; and

· the ratification of the appointment of McGladrey LLP as our independent registered public accounting firm for the fiscal year

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