UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~May~~November 286, 2019

~~CORPORATE~~Corporate ~~CAPITAL~~Capital ~~TRUST~~Trust II

(Exact name of Registrant as specified in its charter)


Delaware	814-01108	47-1595504
(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

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 15.0107. ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

~~On May 31, 2019,~~ Corporate Capital Trust II, ~~a Delaware statutory trust~~ (~~“CCT~~the II“Company”), ~~entered~~held ~~into~~its anAnnual ~~Agreement~~Meeting ~~and Plan~~ of ~~Merger~~ Shareholders (the “~~Merger~~Annual ~~Agreement~~Meeting”) ~~with~~on FSNovember 6, ~~Investment~~2019. ~~Corporation~~As IIof August 8, a2019, ~~Maryland~~the ~~corporation~~record ~~(“FSIC~~date ~~II”),~~for FSthe ~~Investment~~determination ~~Corporation~~of ~~III,~~shareholders aentitled ~~Maryland~~to ~~corporation~~notice ~~(“FSIC III”)~~of, FSand ~~Investment~~to ~~Corporation~~vote IVat, athe ~~Maryland~~Annual ~~corporation (“FSIC~~Meeting, ~~IV” and~~12,302,892 ~~together~~shares ~~with~~of ~~FSIC~~common ~~II,~~stock ~~FSIC~~were ~~III~~eligible ~~and~~to ~~CCT~~be IIvoted, ~~the~~and ~~“Funds”)~~10, ~~NT Acquisition 1~~877,818 ~~Inc.,~~of athose ~~Maryland~~shares ~~corporation~~were ~~and~~voted ~~wholly-owned~~in ~~subsidiary~~person ofor by ~~FSIC~~proxy IIat ~~(“Merger~~the ~~Sub~~Annual ~~1”),~~Meeting. NTShareholders ~~Acquisition~~were 2,asked ~~Inc.,~~to aconsider ~~Delaware corporation~~ and ~~wholly-owned~~act ~~subsidiary~~upon ofthe ~~FSIC~~following IIproposals (~~“Merger~~the ~~Sub 2~~“Proposals”), NTeach ~~Acquisition~~of 3,which ~~Inc.,~~was adescribed ~~Maryland~~in ~~corporation~~the ~~and~~Company’s ~~wholly-owned~~joint ~~subsidiary~~proxy ~~of FSIC III (“Merger Sub 3”)~~statement/prospectus, ~~and~~as ~~FS/KKR Advisor~~amended, ~~LLC,~~filed awith ~~Delaware limited liability~~the ~~company~~Securities and ~~investment~~Exchange ~~adviser~~Commission toon ~~each~~August 13, of2019 (the ~~Funds (~~“~~FS/KKR~~Proxy ~~Advisor~~Statement”).:

~~The~~• ~~Merger~~Proposal ~~Agreement~~No. ~~provides~~1 ~~that,~~– ~~subject to~~ the ~~conditions~~ ~~set~~approval ~~forth~~of in the ~~Merger~~merger ~~Agreement,~~of ~~(i) Merger Sub 1 will merge with and into FSIC III, with FSIC III continuing as the surviving company and as~~ a wholly-owned subsidiary of ~~FSIC~~FS Investment Corporation II (“~~Merger~~FSIC ~~1A”~~II), ~~and, immediately thereafter, FSIC III will merge~~ with and into ~~FSIC~~the IICompany, with ~~FSIC~~the IICompany ~~continuing~~ as the surviving company, ~~(together~~contemplated ~~with~~by the ~~Merger~~Agreement ~~1A, “Merger 1”), (ii) Merger Sub 2 will merge with~~ and ~~into~~Plan ~~CCT~~of IIMerger, ~~with~~dated ~~CCT II continuing~~ as ~~the surviving company and as a wholly-owned subsidiary~~ of ~~FSIC~~May II31, 2019 (the “Merger 2AAgreement”), ~~and,~~by ~~immediately thereafter, CCT II will merge with~~ and ~~into~~among FSIC II, ~~with~~FS ~~FSIC~~Investment IICorporation ~~continuing~~III ~~as the surviving company~~ (~~together with the Merger 2A,~~ “~~Merger~~FSIC 2III”), ~~and~~ ~~(iii) Merger~~FS ~~Sub~~Investment 3Corporation ~~will merge with and into FSIC~~ IV, ~~with FSIC IV continuing as the surviving company and as a wholly-owned subsidiary of FSIC II~~ (“~~Merger~~FSIC 3AIV”), ~~and,~~the ~~immediately thereafter~~Company, ~~FSIC~~NT IVAcquisition ~~will~~1, ~~merge with and into FSIC II~~Inc., ~~with~~NT ~~FSIC~~Acquisition ~~II continuing as the surviving company (together with the Merger 3A~~2, ~~“Merger 3” and~~Inc., ~~together~~NT ~~with~~Acquisition ~~Merger 1 and Merger 2~~3, ~~the “Mergers”)~~Inc. ~~The~~and ~~applicable~~FS/KKR ~~board of directors or trustees of each Fund have approved the transaction~~Advisor, ~~with~~LLC (the ~~participation throughout by~~“Advisor,” and ~~the~~such ~~unanimous support of~~proposal, ~~its respective independent directors or trustees, as applicable. The parties to~~ the “Merger ~~Agreement intend the Mergers to be treated as a “reorganization~~Proposal” ~~within the meaning of Section 368(a~~) ~~of the Internal Revenue Code of 1986, as amended.~~ ;

In• ~~the~~Proposal ~~Mergers,~~No. ~~each~~2 ~~share~~– ~~of CCT II common stock, FSIC III common stock and FSIC IV common stock issued and outstanding immediately prior to~~ the ~~effective~~approval ~~time~~by ofa ~~Merger 1A~~non-binding, ~~Merger~~advisory 2Avote ~~and~~on ~~Merger~~the ~~3A,~~issuance ~~respectively,~~to ~~will~~all beholders ~~converted into a number~~ of ~~shares of~~ FSIC II’s common stock ~~equal~~following tothe ~~an exchange~~closing ~~ratio~~of ~~with respect to~~ the ~~applicable~~mergers ~~Merger~~contemplated toby ~~be determined in connection with~~ the ~~closing of such~~ Merger ~~(each,~~Agreement anon ~~“Exchange~~a ~~Ratio”).~~pro ~~The~~rata ~~Exchange~~basis ~~Ratio~~of ~~for~~shares ~~each~~ of ~~Merger~~a ~~1A,~~new ~~Merger~~class 2Aof ~~and~~preferred ~~Merger~~stock ~~3A will equal the net asset value per share~~ of FSIC ~~III common stock, CCT~~ II ~~common~~with ~~stock~~an ~~and~~aggregate ~~FSIC~~liquidation IVpreference ~~common~~representing ~~stock,~~20% ~~respectively (determined, in each case, no earlier than 48 hours (excluding Sundays and holidays) prior to the closing date~~ of the ~~applicable~~combined ~~Merger),~~company’s ~~divided by the~~ net asset value ~~per share of FSIC II common stock~~ (~~determined, in each case, no earlier than 48 hours (excluding Sundays and holidays) prior to~~ the ~~closing~~“Recapitalization ~~date~~Transaction ofAdvisory ~~the applicable Merger~~Proposal”). ;

~~The~~• ~~Merger~~Proposal ~~Agreement~~No. ~~contains~~3 ~~representations,~~– ~~warranties and covenants, including, among others, covenants relating to~~ the ~~operation~~approval of ~~each of~~ the ~~Funds~~deletion ~~and~~of ~~FS/KKR~~Section ~~Advisor’s~~10.6 ~~businesses during the period prior to the closing~~ of the ~~Mergers.~~Second ~~The~~Amended ~~Funds have agreed to convene~~ and ~~hold~~Restated ~~meetings~~Declaration of ~~their~~Trust ~~respective stockholders for the purpose~~ of ~~obtaining~~ the ~~required~~Company ~~approvals of~~ (the ~~Funds’~~ ~~stockholders,~~“Charter”) ~~respectively,~~regarding ~~and~~limitations ~~have~~on ~~agreed~~certain toaffiliate ~~recommend~~transactions ~~that~~(the ~~their~~“Merger ~~stockholders~~Charter ~~approve~~Amendment ~~their~~Proposal ~~respective proposals.~~ 1”);

~~The Merger~~• ~~Agreement~~Proposal provides that the board of directors or trustees of each Fund may not solicit proposals relating to alternative transactions, or, subject to certain exceptions, enter into discussions or negotiations or provide information in connection with any proposal for an alternative transactionNo. ~~However,~~4 ~~each~~– of the ~~Funds~~approval ~~may,~~of ~~subject to certain conditions, change its recommendation to their respective stockholders, terminate~~ the ~~Merger~~deletion ~~Agreement and enter into an agreement with respect to a superior alternative proposal if the board~~ of ~~directors~~Section or12.1 ~~trustees~~ of ~~such Fund determines in its reasonable good faith judgment, after consultation with its outside legal counsel, that~~ the ~~failure~~Charter toregarding ~~take~~limitations ~~such~~on ~~action~~roll-up ~~would~~transactions ~~be reasonably likely to breach its standard of conduct under applicable law~~ (~~taking into account any changes to~~ the “Merger ~~Agreement~~Charter ~~proposed~~Amendment byProposal ~~the other Funds~~2”). ;

~~Consummation~~• ofProposal ~~the~~No. ~~Mergers,~~5 ~~which~~– ~~is currently anticipated to occur during~~ the ~~fourth~~approval ~~quarter~~ of ~~2019,~~the iselection ~~subject to certain closing conditions, including (1) requisite approvals~~ of the ~~applicable~~following ~~Funds’ stockholders~~individuals, ~~(2) certain~~in ~~required~~each ~~charter~~case ~~amendments,~~subject ~~(3) the absence of certain legal impediments~~ to the ~~consummation~~conditions ofset ~~the~~forth ~~Mergers,~~in ~~(4) effectiveness of~~ the ~~registration statement on Form N-14, which will include a~~ joint proxy statement ~~of the Funds and a~~ /prospectus: ofTodd ~~FSIC II (the “Proxy Statement”)~~Builione, ~~(5)~~James ~~subject to certain exceptions~~Kropp, ~~the accuracy~~Mark ofLinsz ~~the representations~~ and ~~warranties~~Thomas ~~and~~Morgan ~~compliance~~as ~~with~~trustees, ~~the covenants of~~ each ~~party~~ to ~~the~~serve ~~Merger~~for ~~Agreement~~a ~~and~~one-year ~~(6) required~~term ~~regulatory~~expiring ~~approvals~~at ~~(including expiration of~~ the ~~waiting~~2020 ~~period~~annual ~~under~~meeting ~~the Hart-Scott-Rodino Antitrust Improvements Act~~ of ~~1976,~~the asshareholders ~~amended). The consummation of Merger 1 is a condition precedent to~~ (the ~~consummation~~“Trustee ofElection ~~Merger~~Proposal”); 2 and ~~Merger 3, but no merger is conditioned upon Merger 2 or Merger 3.~~

~~The~~• ~~Merger~~Proposal ~~Agreement~~No. ~~also~~6 ~~contains~~– ~~certain~~the ~~termination~~ratification ~~rights~~of inthe ~~favor~~appointment of ~~each~~Deloitte ~~Fund~~& ~~including~~Touche ifLLP as the ~~Mergers~~Company’s ~~are~~independent ~~not~~registered ~~completed~~public onaccounting orfirm ~~before May 31,~~for ~~2020~~the orfiscal ifyear ~~the~~ending ~~requisite~~December ~~approvals~~31, of2019 (the ~~applicable~~“Auditor ~~Fund’s~~Ratification ~~stockholders are not obtained~~Proposal”).

The ~~foregoing description of the Mergers and the~~ Merger ~~Agreement~~Proposal ~~does~~was ~~not~~approved ~~purport to be complete and is qualified in its entirety~~ by ~~reference to~~ the ~~Merger~~Company’s ~~Agreement,~~shareholders ~~which~~at isthe ~~attached~~Annual ~~hereto as Exhibit 2~~Meeting.1 ~~and is incorporated into this Current Report on Form 8-K by reference.~~ The ~~representations~~ ~~and~~votes ~~warranties and covenants set forth in the Merger Agreement have been made only~~ for ~~purposes of such agreement and were solely for the benefit of the parties to the Merger Agreement~~, ~~may~~votes ~~be subject to limitations agreed upon by the contracting parties~~against, ~~including~~abstentions ~~qualified by confidential disclosures made for purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts,~~ and ~~may~~broker benon-votes ~~subject~~are toset ~~standards~~forth ~~of materiality~~below: applicable to the contracting parties that differ from those applicable to investors. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any factual information regarding the parties to the Merger Agreement or their respective businesses.

Item 7.01. Regulation FD Disclosure.


Votes For	Votes Against	Abstentions	Broker Non-Votes
6,854,093	286,684	344,997	3,392,044

OnThe ~~June 3,~~Recapitalization ~~2019,~~Transaction ~~FS/KKR~~Advisory ~~Advisor~~Proposal ~~issued~~was aalso ~~press~~approved ~~release~~by ~~announcing~~the Company’s shareholders at the ~~Merger~~Annual ~~Agreement~~Meeting. The ~~press~~votes ~~release~~for, isvotes ~~furnished~~against, ~~herewith~~abstentions ~~as Exhibit 99.1.~~and broker non-votes are set forth below:

The information in Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


Votes For	Votes Against	Abstentions	Broker Non-Votes
6,812,903	319,717	353,154	3,392,044

~~Item~~The ~~8.01.~~Merger ~~Other~~Charter ~~Events~~Amendment Proposal 1 was also approved by the Company’s shareholders at the Annual Meeting. The votes for, votes against, abstentions and broker non-votes are set forth below:

In connection with the signing of the Merger Agreement, the board of trustees of CCT II approved the suspension of CCT II’s existing share repurchase program, effective as of May 31, 2019.


Votes For	Votes Against	Abstentions	Broker Non-Votes
6,768,637	310,041	407,096	3,392,044

The Merger Charter Amendment Proposal 2 was also approved by the Company’s shareholders at the Annual Meeting. The votes for, votes against, abstentions and broker non-votes are set forth below:


Votes For	Votes Against	Abstentions	Broker Non-Votes
6,693,531	364,674	427,569	3,392,044

The election or approval of the appointment of each individual named in the Trustee Election Proposal, subject in each case to the conditions set forth in the Proxy Statement, was also approved by the Company’s shareholders at the Annual Meeting. The votes for, votes withheld and broker non-votes for each trustee nominee are set forth below:


Trustee Nominee	Votes for	Votes Withheld	Broker Non- Votes
Todd Builione	7,116,277	369,497	3,392,044
James Kropp	7,121,771	364,003	3,392,044
Mark Linsz	7,113,877	371,897	3,392,044
Thomas Morgan	7,121,771	364,003	3,392,044

Todd Builione, James Kropp, Mark Linsz and Thomas Morgan have each been elected and qualified to serve for a one-year term expiring at the 2020 annual meeting of the shareholders.

The Auditor Ratification Proposal was also approved by the Company’s shareholders at the Annual Meeting. The votes for, votes against, abstentions and broker non-votes are set forth below:


Votes For	Votes Against	Abstentions	Broker Non-Votes
10,480,665	116,718	280,435	0

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 Exchange Act, ~~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 FSIC II, FSIC III, FSIC IV and the Company (together with FSIC II, FSIC III, FSIC IV, the “Funds”). 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 a Fund’s operations or the economy generally due to terrorism or natural disasters, future changes in laws or regulations and conditions in a Fund’s operating area, failure to obtain requisite ~~stockholder~~shareholder approval for the Fund Proposals (as defined below) set forth in the Proxy Statement, failure to consummate the business combination transaction involving the Funds, uncertainties as to the timing of the consummation of the ~~business~~ business combination transaction involving the Funds, unexpected costs, charges or expenses resulting from the business combination transaction involving the Funds, failure to realize the anticipated benefits of the business combination transaction ~~involving~~ involving the Funds, failure to consummate the recapitalization transaction and failure to list the common stock of the combined entity on a national securities exchange. Some of these factors are enumerated in the filings the Funds ~~made~~make with the U.S. Securities and Exchange Commission (the “SEC”) and ~~will~~are also be contained in the Proxy Statement ~~when such document becomes available~~. 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 Funds undertake 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.

Additional Information and Where to Find It

This communication relates to a proposed business combination involving the Funds, along with related proposals for which ~~stockholder~~shareholder approval ~~will~~ beis being sought (collectively, the “Fund Proposals”). In connection with the Fund Proposals, the Funds ~~intend~~have tofiled ~~file~~ relevant materials with the SEC, including the Proxy Statement. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. SHAREHOLDERS ~~STOCKHOLDERS OF THE FUNDS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE~~

~~PROXY~~OF ~~STATEMENT~~THE ~~WHEN~~FUNDS ITARE ~~BECOMES~~URGED ~~AVAILABLE~~TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE FUNDS, THE BUSINESS COMBINATION TRANSACTION INVOLVING THE FUNDS AND THE FUND PROPOSALS. Investors and security holders ~~will~~are be able to obtain the documents filed with the SEC free of charge at the SEC’s ~~web site~~website, ~~http://~~ www.sec.gov, or from FSIC II’s website, ~~CCT II~~the Company’s website, FSIC III’s website or FSIC IV’s website, each at www.fsinvestments.com.

Participants in the Solicitation

The Funds and their respective directors, executive officers and certain other members of management and employees, including employees of FS/KKR Advisor, FS Investments, KKR Credit Advisors (US) LLC and their respective affiliates, may be deemed to be participants in the solicitation of proxies from the stockholders of the Funds in connection with the Proposals. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the Funds’ stockholders in connection with the Proposals will be contained in the Proxy Statement when such document becomes available. This document may be obtained free of charge from the sources indicated above.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT NUMBER		DESCRIPTION
2.1*		Agreement and Plan of Merger, dated as of May 31, 2019, by and among FS Investment Corporation II, Corporate Capital Trust II, FS Investment Corporation III, FS Investment Corporation IV, NT Acquisition 1, Inc., NT Acquisition 2, Inc., NT Acquisition 3, Inc. and FS/KKR Advisor, LLC.
99.1		Press Release, dated June 3, 2019 (furnished herewith)

* Exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

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.

Corporate Capital Trust II

Date: June 3, 2019

/s/ Stephen S. Sypherd

Date: November 6, 2019

/s/ Stephen S. Sypherd

Stephen S. Sypherd

General Counsel and Secretary

General Counsel

Filing Compare · Corporate Capital Trust II