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 10~~October 12, ~~2017~~2020

FS Global Credit Opportunities Fund—A

(Exact name of Registrant as specified in its charter)

Delaware	811-22798	46-1886114
(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)

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))

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Gerald Stahlecker is resigning as Executive Vice President of FS Global Credit Opportunities Fund—A (“Fund—A”), as of December 11, 2017. Mr. Stahlecker’s resignation was not due to any disagreement with Fund—A on any matter relating to Fund—A’s operations, policies or practices.

Item 7.01.

Regulation FD Disclosure.

FS Global Credit Opportunities Fund—A has made available on www.~~fsproxy~~fsinvestments.com /fs-global-credit-opportunities-fund-update frequently asked questions relating to ~~and a presentation providing an overview of~~ the proposed ~~transition~~transaction described in Item 8.01 below.

Item 8.01.

Other Items.

On ~~December~~October 1112, ~~2017~~2020, ~~Franklin~~the ~~Square~~Board ~~Holdings,~~of ~~L.P.~~Trustees of FS Global Credit Opportunities Fund—A (the “FSBoard”) approved an Agreement and ~~Investments~~Plan of Reorganization (the “Plan”) providing for the reorganization of FS Global Credit Opportunities Fund—A, anFS ~~alternative~~Global ~~investment~~Credit ~~manager~~Opportunities Fund—ADV, FS Global Credit Opportunities Fund—T, FS Global Credit Opportunities Fund—D and ~~sponsor~~FS ofGlobal Credit Opportunities Fund—T2 (each a “Feeder Fund” and collectively, the “Feeder Funds”) into FS Global Credit Opportunities Fund (the “Master Fund”) and ~~Fund—A~~together with the Feeder Funds, ~~issued~~the “Funds”). aThe ~~press~~reorganization ~~release~~is ~~announcing~~currently expected to take effect on or about December 14, ~~among~~2020 or such other ~~things,~~date as the ~~hiring~~Board ofmay ~~Andrew~~determine. ~~Beckman~~The ~~to lead~~reorganization ~~the~~does FSnot ~~Investments~~require ~~credit~~a ~~team~~shareholder ~~that~~vote ~~will~~by bethe ~~responsible~~Feeder ~~for~~Funds’ shareholders, ~~providing~~but ~~investment~~the ~~advisory~~reorganization ~~services~~is subject to the satisfaction of certain conditions. More information about the Master Fund. Aand ~~copy~~the definitive terms of the ~~press~~reorganization ~~release~~will isbe ~~attached~~included toin ~~this~~an ~~report~~information asstatement ~~Exhibit~~that ~~99.1~~will ~~and~~be ismailed ~~incorporated~~to shareholders ~~herein~~of bythe ~~reference~~Feeder Funds at a later date.

~~The~~After ~~Master~~considering ~~Fund~~the ~~currently~~recommendation ~~receives~~of ~~investment advisory services from~~ FS Global Advisor, LLC (the “~~FSGCO Advisor~~Adviser”), the ~~Master Fund~~Funds’s investment adviser, ~~pursuant to~~ the ~~Amended~~Board ~~and~~concluded ~~Restated~~that ~~Investment~~the ~~Advisory~~reorganization ~~Agreement,~~would ~~dated~~be asin ofthe ~~October 9,~~best ~~2013,~~interest byof ~~and~~each ~~between the Master~~ Fund and ~~FSGCO~~their ~~Advisor~~shareholders, ~~(the~~and ~~“Investment~~that ~~Advisory~~shareholders’ ~~Agreement”).~~interests ~~GSO Capital~~will ~~Partners~~not LPbe ~~(“GSO”)~~diluted ~~currently serves~~ as ~~the~~a ~~Master~~result ~~Fund’s investment sub-adviser pursuant to the Investment Sub-Advisory Agreement, dated as~~ of ~~August 12, 2013, by and between FSGCO Advisor and GSO (~~the ~~“Investment Sub-Advisory Agreement”)~~ reorganization.

~~Termination~~Currently, the Funds are part of ~~Investment~~a ~~Sub~~master-~~Advisory~~feeder ~~Agreement~~structure comprised of six different funds, including the Master Fund and the five Feeder Funds that invest in the Master Fund. The reorganization would eliminate the master-feeder structure and replace it with a single fund, the Master Fund. The Funds have identical objectives and substantially similar policies. However, the Feeder Funds have historically conducted quarterly repurchases of common shares on such terms as determined by the Board in its complete and absolute discretion (the “Share Repurchase Program”). In connection with the reorganization, each Feeder Fund has terminated its Share Repurchase Program, and the Master Fund has adopted a share repurchase program that is substantially similar to the Share Repurchase Program that was historically in place for the Feeder Funds, which will become effective upon consummation of the reorganization. The Master Fund currently expects to conduct its first quarterly repurchase of common shares pursuant to its share repurchase program in the first quarter of 2021.

The Plan provides that each Feeder Fund will be merged with and into the Master Fund ~~announced~~through separate mergers such that ~~GSO~~each ~~intends~~Feeder Fund shall cease to ~~resign~~exist asand the Master Fund’s ~~investment~~shall ~~sub-adviser and~~be ~~terminate~~the sole surviving entity after each respective merger. In connection with the ~~Investment~~closing ~~Sub-Advisory~~of ~~Agreement~~the inmergers, ~~April~~the ~~2018~~Master (Fund will issue and deliver common shares of the ~~date~~Master Fund to each shareholder of the Feeder Funds in exchange for their Feeder Fund common shares in equal value to such ~~termination~~shareholder’s holdings in such Feeder Fund immediately prior to the reorganization. Under the Plan, the ~~“GSO~~Master ~~Resignation~~Fund ~~Date”).~~will ~~After~~bear any and all costs and expenses of the ~~GSO~~reorganization ~~Resignation~~incurred ~~Date,~~by ~~FSGCO~~each ~~Advisor~~Feeder Fund. Shareholders will ~~serve~~not incur any sales load or other transaction charges as a result of the ~~sole~~ reorganization; however, through its investment ~~advisor~~in toa ~~and~~Feeder ~~provide~~Fund, ~~all~~each ~~investment~~shareholder ~~advisory~~of ~~services~~a toFeeder Fund will indirectly bear a portion of the reorganization costs paid by the Master Fund.

InIt ~~connection~~is ~~with~~expected that the ~~resignation~~reorganization ofwill ~~GSO~~be aseffected on ~~the~~a ~~investment sub~~tax-~~adviser~~free tobasis ~~the~~for ~~Master~~federal ~~Fund,~~income ~~the~~tax ~~Current~~purposes. ~~Adviser,~~This ~~GSO~~tax ~~and~~treatment, ~~certain~~however, ofdoes ~~their~~not ~~affiliates~~extend ~~have~~to ~~entered~~transactions ~~into~~that aoccur ~~Transition~~prior ~~Agreement~~to, ~~dated~~or ~~December 10~~after, ~~2017 (~~the ~~“Transition~~reorganization. ~~Agreement”),~~Shareholders ~~which~~should ~~provides~~consult ~~that~~their ~~GSO~~personal ~~will continue~~tax toprofessional ~~act~~concerning asall ~~the~~tax ~~investment~~consequences ~~sub-adviser~~applicable to ~~the~~their ~~Master~~investment ~~Fund~~in ~~through~~a ~~the~~Feeder ~~GSO~~Fund ~~Resignation Date~~ and ~~will cooperate with~~ the ~~FSGCO~~tax ~~Advisor~~impact inof ~~implementing~~ the ~~transition~~reorganization ofon ~~investment~~the ~~advisory~~respective ~~services~~Feeder ~~from GSO~~Fund.

Approval of Investment Advisory Agreement

In connection with the transition of investment advisory services from GSO, on November 27, 2017, the Master Fund’s board of trustees (the “Board”) including a majority of the members of the Board who are not parties to the Investment Advisory Agreement, or “interested persons” (as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended) of any such party (the “Independent Trustees”), approved the renewal of the Investment Advisory Agreement for an additional one-year term, commencing on December 10, 2017.

In connection with the resignation of GSO, FSGCO Advisor has agreed to waive a portion of the base management and all of the incentive fees to which it is entitled under the Investment Advisory Agreement for the year ending December 31, 2018. FSGCO Advisor has agreed to waive 0.50% of the base management fee, which will reduce the annual base management fee from 2% to 1.5%. FSGCO Advisor has also agreed to waive all of its incentive fee for the same period.

Expansion of FS Investments Credit Team

The FS Investments investment management team that will be providing investment advisory services to the Master Fund will be led by Andrew Beckman, who very recently joined FS Investments as Managing Director, Head of Liquid Credit, from his most recent role as a Partner and the Head of Corporate Credit and Special Situations at DW Partners, a $3 billion corporate credit manager. Mr. Beckman will serve as the portfolio manager of the Master Fund. Prior to joining DW Partners, he built and managed Magnetar Capital’s event-driven credit business and was the head of its Event Credit and Credit Opportunities Fund, managing over $2 billion. Earlier in his career, Mr. Beckman was co-head of Goldman Sachs’ special situations multi-strategy investing group.

Changes to Investment Committee

Gerald Stahlecker, Michael Forman and Zachary Klehr are resigning from the FSGCO Advisor’s investment committee effective as of the date hereof. Effective as of the date hereof, the FSGCO Advisor’s investment committee will be comprised of Michael Kelly, Sean Coleman, David Weiser, Robert Hoffman and Mr. Beckman. Below is biographical information relating to such personnel.

Michael Kelly serves as president and chief investment officer of FS Investments and has presided in such role since July 2017. Mr. Kelly also serves as chief investment officer of FS Investments as a member of FS Investments’ executive committee and serves on the investment committees of the investment advisers to certain of FS Investments’ sponsored investment products and has presided in such roles since January 2015. Among other things, Mr. Kelly oversees the investment management function of FS Investments and its affiliated investment advisers. Before joining FS Investments and its affiliated investment advisers, Mr. Kelly was CEO of ORIX USA Asset Management, where he led the company’s acquisition of Robeco, a $250 billion global asset management company and the largest acquisition in ORIX’s 50-year history. Mr. Kelly started his career on Wall Street at Salomon Brothers and went on to join hedge fund pioneers Omega Advisors and Tiger Management. He then helped build and lead the hedge fund firm FrontPoint Partners, where he first served as Chief Investment Officer and eventually Co-CEO.

Mr. Kelly is a graduate of Cornell University and earned his M.B.A. at Stanford University. Mr. Kelly is a co-founder and board member of the Spotlight Foundation, and serves as a trustee of the Tiger Foundation and the Stanford Business School Trust.

Sean Coleman has served as a managing director of FS Investment Corporation since 2014. Mr. Coleman also serves as the chief credit officer of FS Investments and as a managing director of its affiliated investment advisers. Mr. Coleman also serves on the investment committees of the investment advisers to certain of FS Investments’ sponsored investment products.

Before joining FS Investments and its affiliated investment advisers in October 2013, Mr. Coleman worked at Golub Capital, where he served in various capacities, including as a managing director in the direct lending group and as chief financial officer and treasurer of its BDC. Before he joined Golub Capital in September 2005, Mr. Coleman worked in merchant and investment banking, including at Goldman, Sachs & Co. and Wasserstein Perella & Co. Mr. Coleman earned a B.A. in History from Princeton University and an M.B.A. with Distinction from Harvard Business School, where he received the Loeb Award for academic excellence in finance.

David Weiser serves as vice president in the investment management group of FS Investments and its other affiliated investment advisers, and has presided in such roles since October 2015. Mr. Weiser also serves on the investment committee of FS Real Estate Advisor, LLC, the investment adviser to FS Credit Real Estate Income Trust, Inc., and FS Credit Income Advisor, LLC, the investment adviser to FS Credit Income Fund. Prior to joining FS Investments, Mr. Weiser served as a research analyst at Towerview LLC, a long-biased public equities fund, from January 2007 to July 2015, where Mr. Weiser originated and executed investments in companies involved in mergers, restructurings and deep value situations. Prior to that role, Mr. Weiser was an associate at Golub Capital from May 2005 to January 2007, where he executed middle market debt and equity investments. Mr. Weiser earned a B.S. in economics (magna cum laude) from the Wharton School at the University of Pennsylvania.

Robert Hoffman has served as executive director of FS Global Advisor since July 2013 and previously served as its vice president from its inception in January 2013 to July 2013. Mr. Hoffman also serves as executive director of FS Investments and its affiliated investment advisers, FB Income Advisor, LLC, FS Investment Advisor, LLC, FSIC II Advisor, LLC, FSIC III Advisor, LLC and FSIC IV Advisor, LLC, and has presided in such roles since the later of July 2013 or such entity’s inception date. Mr. Hoffman previously served as vice president of such entities in existence from January 2012 to July 2013. Mr. Hoffman is responsible for fund management and fund team education. Prior to joining FS Investments, Mr. Hoffman served at Nomura Corporate Research and Asset Management Inc. (“Nomura”) for over eleven years, most recently holding the position of executive director. At Nomura, Mr. Hoffman was responsible for loan portfolio management and trading and he and his team managed nearly $3 billion in loan assets for retail and institutional clients. Mr. Hoffman is a graduate of Columbia University and holds the CFA Institute’s Chartered Financial Analyst designation.

Reduction of Annual Distribution Amount

Commencing January 2018, the board of trustees of Fund—A intends to declare ordinary distributions at an annualized distribution amount of approximately $0.51 per common share of Fund—A.

Cautionary Statement Concerning Forward-Looking Statements

This report contains statements which 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 future events or the future performance or operations of the Master Fund, the ~~FSGCO~~Feeder ~~Complex~~Funds, the ~~FSGCO~~Adviser ~~Advisor, GSO~~ and FS Investments. Words such as “anticipates,” “believes,” “expects,” “exploring,” “intends,” “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. Numerous factors could cause actual results to differ materially from those projected in this report, including, among other things, future changes in laws or regulations and conditions affecting any entities involved with the transition described above or any of the other transactions discussed in this report or the failure of the board of trustees of any such entity or entities to approve some or all of the transactions involved. 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 report. The Master Fund 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 forward-looking statements.

~~Item~~ are 9intended to identify forward-looking statements.01 These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. ~~Financial~~Numerous ~~Statements~~factors could cause actual results to differ materially from those projected in this report, including, among other things, future changes in laws or regulations and ~~Exhibits~~conditions affecting any entities involved with the transition described above or any of the other transactions discussed in this report or the failure of the board of trustees of any such entity or entities to approve some or all of the transactions involved. 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 report. The Master Fund 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 forward-looking statements.

(d) Exhibits

99.1 Press Release, dated December 11, 2017

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FS Global Credit Opportunities Fund—A

Date: December 11, 2017

/s/ Stephen S. Sypherd

Date: October 15, 2020

/s/ Stephen S. Sypherd

Stephen S. Sypherd

Vice President

Vice President, Treasurer and Secretary

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