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): ~~July 22~~August 9, 2018

CORPORATE CAPITAL TRUST, INC.

(Exact name of Registrant as specified in its charter)

Maryland

001-38287

27-2857503

(State or Other Jurisdiction of Incorporation or Organization)

(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

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 1.01.

Entry into a Material Definitive Agreement.

~~Merger~~On August ~~Agreement~~9, 2018 (the “Effective Date”), Corporate Capital Trust, Inc. (the “Company”) entered into a senior secured revolving credit facility (the “Credit Facility”) with FS Investment Corporation, FS Investment Corporation II, FS Investment Corporation III, JPMorgan Chase Bank, N.A. (“JPMCB”) as administrative agent, ING Capital LLC (“ING”) as collateral agent and the lenders party thereto. The Credit Facility provides for borrowings in U.S. dollars and certain agreed upon foreign currencies in an initial aggregate amount of up to $3,435,000,000, with an option for the Company to request, at one or more times after the Effective Date, that existing or new lenders, at their election, provide up to $1,717,500,000 of additional commitments. As of the Effective Date, the Credit Facility provides that the Company may borrow up to a sublimit of $1,450,000,000 of the total facility amount, which sublimit may be reduced or increased from time to time pursuant to the terms of the Credit Facility and subject to the oversight and approval of the Company’s board of directors. The Credit Facility provides for the issuance of letters of credit on behalf of the Company in an aggregate face amount not to exceed $25,000,000. The Company’s obligations under the Credit Facility are guaranteed by certain of the Company’s subsidiaries including FCF LLC, CCT Holdings LLC and CCT Holdings II LLC. The Company’s obligations under the Credit Facility are secured by a first priority security interest in substantially all of the assets of the Company and the subsidiary guarantors thereunder.

OnAvailability ~~July 22, 2018,~~under ~~Corporate~~the ~~Capital~~Credit ~~Trust,~~Facility ~~Inc.,~~will aterminate ~~Maryland~~on ~~corporation~~August ~~(“CCT”)~~9, ~~entered~~2022 ~~into an Agreement and Plan of Merger~~ (the “~~Merger~~Revolver ~~Agreement”)~~Termination ~~with FS Investment Corporation, a Maryland corporation (“FSIC~~Date”), ~~IC Acquisition, Inc., a Maryland corporation~~ and wholly-owned subsidiary of FSIC (“Merger Sub”), and FS/KKR Advisor, LLC, a Delaware limited liability company and investment adviser to each of FSIC and CCT (“FS/KKR Advisor”). The Merger Agreement provides that, subject to the ~~conditions~~outstanding ~~set forth in the Merger~~loans ~~Agreement,~~under ~~Merger Sub will merge with and into CCT, with CCT continuing as~~ the ~~surviving~~Credit ~~company~~Facility ~~and as a wholly-owned subsidiary of FSIC (the “Merger”) and, immediately thereafter, CCT~~ will ~~merge~~mature ~~with~~on ~~and~~August ~~into FSIC~~9, ~~with FSIC continuing as the surviving company (together with the Merger, the “Mergers”)~~2023. The ~~boards~~Credit ofFacility ~~directors~~also ofrequires ~~both CCT~~mandatory ~~and~~prepayment ~~FSIC~~of ~~have~~interest ~~approved the transaction, with the participation throughout by,~~ and ~~the unanimous support of,~~ ~~their~~principal ~~respective~~upon ~~independent~~certain ~~directors. The~~events ~~parties~~during to the ~~Merger~~term-out ~~Agreement~~period ~~intend~~commencing ~~the~~on ~~Mergers to be treated as a “reorganization” within~~ the ~~meaning~~Revolver ofTermination ~~Section 368(a) of the Internal Revenue Code of 1986, as amended~~Date.

~~In the Merger, each~~The ~~share~~proceeds of ~~CCT~~the ~~common~~Credit ~~stock~~Facility ~~issued~~drawn ~~and~~by ~~outstanding~~the ~~immediately~~Company ~~prior~~on to the ~~effective~~Effective ~~time~~Date ofwere ~~the~~used ~~Merger~~in ~~will~~part beto ~~converted~~prepay ~~into~~in ~~a number~~full ofall ~~shares~~Loans ofas ~~FSIC~~defined in ~~common~~and ~~stock~~outstanding ~~equal~~on tothe anEffective ~~exchange~~Date ~~ratio~~under tothe be(i) ~~determined~~Amended inand ~~connection~~Restated ~~with~~Senior ~~the~~Secured ~~closing~~Revolving ofCredit ~~the~~Agreement, ~~Merger~~dated as ~~(the~~of ~~“Exchange~~April ~~Ratio”).~~15, ~~The~~2016, ~~Exchange~~by ~~Ratio~~and ~~will~~among ~~equal~~ the ~~net~~Company, ~~asset~~the ~~value~~lenders ~~per~~party ~~share~~thereto ofand ~~CCT~~JPMCB ~~common~~as ~~stock~~administrative agent (~~determined~~as amended, restated, noamended ~~earlier~~and ~~than~~restated ~~two~~and ~~business~~otherwise ~~days~~modified on or prior to the ~~closing~~Effective ~~date~~Date) ofand ~~the Merger~~(ii), ~~divided~~Senior bySecured ~~the~~Term ~~net~~Loan ~~asset~~Agreement, ~~value~~dated as ~~per share~~ of ~~FSIC~~May ~~common stock~~20, ~~(determined~~2014, noby ~~earlier~~and ~~than~~among ~~two~~the ~~business~~Company, ~~days prior to~~ the ~~closing~~lenders ~~date~~party ofthereto ~~the~~and ~~Merger).~~JPMCB Noas ~~fractional~~administrative ~~shares~~agent of(as ~~FSIC~~amended, ~~common~~restated, ~~stock~~amended ~~will~~and berestated ~~issued,~~ and ~~holders~~otherwise ofmodified ~~CCT~~on ~~common~~or ~~stock~~prior ~~will~~to ~~receive~~the ~~cash~~Effective ~~in lieu of fractional shares~~Date).

~~The~~Borrowings under ~~Merger~~the ~~Agreement~~Credit Facility are subject to compliance with a borrowing base. Interest under the Credit Facility for (i) loans for ~~contains~~which ~~representations,~~the ~~warranties~~Company ~~and~~elects ~~covenants,~~the ~~including,~~base ~~among~~rate ~~others~~option, ~~covenants~~(A) ~~relating~~if the borrowing base is equal to or greater than 1.85 times the ~~operation~~combined debt amount, is payable at an “alternate base rate” (which is the greatest of ~~each~~(a) the prime rate as publicly announced by JPMCB, (b) the sum of ~~FSIC’s~~(x) the greater of (I) the federal funds effective rate and (II) the overnight bank funding rate plus (y) 0.5%, and ~~CCT’s~~(c) ~~businesses~~the ~~during~~one month LIBOR plus 1% per annum) plus 0.75% and, (B) if the ~~period~~borrowing ~~prior~~base tois less than 1.85 times the combined ~~closing~~debt ofamount, the ~~Merger.~~alternate ~~FSIC~~base rate plus 1.00%; and ~~CCT~~(ii) ~~have~~loans ~~agreed~~for which the Company elects the Eurocurrency option (A) if the borrowing base is equal to ~~convene~~or greater than 1.85 times the combined debt amount, is payable at a rate equal to LIBOR plus 1.75% and ~~hold~~(B) ~~meetings~~if the borrowing base is less than 1.85 times the combined debt amount, is payable at a rate equal to LIBOR plus 2.00%. The Credit Facility will be subject to a non-usage fee of ~~their~~at ~~stockholders~~least ~~for~~0.375% and up to 0.50% per annum (based on the immediately ~~purpose~~preceding period’s average usage) on the unused portion of ~~obtaining~~the commitment under the Credit Facility during the revolving period. The Company will be required ~~approvals~~to pay letter of ~~FSIC’s~~credit participation fees and ~~CCT’s~~a ~~stockholders,~~fronting ~~respectively,~~fee ~~and~~on the average daily ~~have~~amount ~~agreed~~of any lender’s exposure with respect to ~~recommend~~any ~~that~~letters ~~their~~of ~~stockholders~~credit ~~approve~~issued ~~their~~under ~~respective~~the ~~proposals~~Credit Facility.

~~The Merger Agreement~~In ~~provides that each of FSIC and CCT 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~~the ~~proposal~~Credit ~~for an alternative transaction. However~~Facility, ~~each~~ of the ~~FSIC~~Company ~~board~~has ofmade ~~directors~~certain representations and ~~the~~warranties ~~CCT~~and ~~board~~must ofcomply ~~directors~~with ~~may,~~various covenants ~~subject to certain conditions~~ and inreporting ~~some~~requirements ~~instances~~customary ~~payment of~~for afacilities ~~termination fee~~ of ~~approximately~~this ~~$75~~type.2 ~~million,~~In ~~change its recommendation to their respective stockholders~~addition, ~~terminate~~ the ~~Merger~~ ~~Agreement~~Company ~~and~~must ~~enter~~comply ~~into an agreement~~ with ~~respect~~the ~~to a superior alternative proposal if it determines in its reasonable~~following ~~good~~financial ~~faith~~covenants: ~~judgment,~~(a) ~~after consultation with its outside legal counsel, that~~ the ~~failure~~Company tomust ~~take~~maintain ~~such~~a ~~action~~minimum ~~would~~shareholders’ beequity, ~~reasonably likely~~measured toas ~~breach its standard~~ of ~~conduct~~each ~~under~~fiscal ~~applicable~~quarter ~~law~~end; and (~~taking~~b) ~~into~~the ~~account~~Company ~~any~~must ~~changes~~maintain toat ~~the~~all ~~Merger~~times ~~Agreement~~a ~~proposed by~~200% ~~CCT~~asset orcoverage ~~FSIC, as applicable)~~ratio.

~~Consummation of~~The ~~the~~Credit ~~Merger,~~Facility ~~which~~contains isevents ~~currently anticipated to occur during the fourth quarter~~ of ~~2018,~~default iscustomary ~~subject~~for tofacilities ~~certain closing conditions, including (1) requisite approvals~~ of ~~FSIC~~this ~~stockholders~~type. ~~and~~Upon ~~CCT stockholders, (2)~~ the ~~absence~~occurrence of ~~certain~~an ~~legal~~event ~~impediments to the consummation~~ of ~~the Merger~~default, ~~(3) effectiveness of the registration statement for the FSIC common stock to be issued~~ ~~as consideration in the Merger~~JPMCB, ~~(4) subject~~at ~~to certain exceptions,~~ the ~~accuracy~~instruction of the ~~representations~~lenders, ~~and~~may ~~warranties~~terminate ~~and compliance with~~ the ~~covenants~~commitments ofand ~~each~~declare ~~party to~~ the ~~Merger~~outstanding ~~Agreement~~advances and ~~(5) required~~all ~~regulatory~~other ~~approvals (including expiration~~obligations ~~of the waiting period~~ under the ~~Hart-Scott-Rodino~~Credit ~~Antitrust~~Facility ~~Improvements~~immediately ~~Act~~due ofand ~~1976, as amended)~~payable.

The ~~Merger Agreement~~ ~~also~~foregoing ~~contains~~description ~~certain~~of ~~termination~~the ~~rights~~Credit inFacility ~~favor~~as ofset ~~FSIC~~forth ~~and~~in ~~CCT,~~this ~~including~~Item if1.01 ~~the Merger~~ is ~~not~~a ~~completed~~summary ononly ~~or before July 22, 2019~~and oris ifqualified ~~the~~in ~~requisite~~all ~~approvals~~respects ofby ~~FSIC stockholders or CCT stockholders are not obtained. The Merger Agreement also provides that, upon~~ the ~~termination~~provisions of ~~the~~such ~~Merger Agreement under certain circumstances~~agreement, ~~CCT~~a ~~may~~copy beof ~~required~~which tois ~~pay~~attached ~~FSIC,~~hereto oras ~~FSIC may be required~~Exhibit to10.1 ~~pay~~and ~~CCT,~~is aincorporated ~~termination~~by ~~fee~~reference ~~of approximately $75~~herein.~~2 million.~~

2Item 1.02. Termination of a Material Definitive Agreement.

The ~~foregoing description~~ ofinformation ~~the~~provided ~~Merger and the Merger Agreement does not purport to be complete and is qualified~~ in ~~its~~Item ~~entirety by reference to the Merger Agreement, which is attached hereto as Exhibit 2.~~1.01 ~~and~~ is incorporated ~~into~~herein ~~this Current Report on Form 8-K~~ by reference.

~~The~~Item ~~representations and~~2.03. ~~warranties~~Creation ~~and covenants set forth in the Merger Agreement have been made only for purposes~~ of ~~such~~a ~~agreement~~Direct ~~and~~Financial ~~were~~Obligation ~~solely for~~or ~~the~~an ~~benefit~~Obligation ofunder ~~the~~an ~~parties~~Off-Balance toSheet ~~the~~Arrangement ~~Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including qualified by confidential disclosures made for purposes~~ of ~~allocating~~a contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investorsRegistrant. 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.

~~Indemnification~~The ~~Agreements~~information provided in Item 1.01 is incorporated herein by reference.

On July 22, 2018, CCT entered into indemnification agreements (the “Indemnification Agreements”) with each of the members of the CCT board of directors. Pursuant to the Indemnification Agreements, CCT will indemnify each member of the CCT board of directors to the fullest extent permitted by applicable law, including indemnification and/or advancement of expenses incurred in connection with participating in any action or proceeding arising out of his or her service as a director of CCT.

The foregoing description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Indemnification Agreement, which is attached hereto as Exhibit 10.1 and is incorporated into this Current Report on Form 8-K by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 22, 2018, the CCT board of directors approved Amendment No. 1 (the “First Amendment”) to CCT’s Third Amended and Restated Bylaws (the “Bylaws”). The First Amendment became effective immediately upon its approval by the CCT board of directors. The First Amendment added a new Article XVI to the Bylaws, which provides, among other things, that to the maximum extent permitted by applicable law, CCT will indemnify and will pay or reimburse reasonable expenses in advance of final disposition of a proceeding to any individual who is a present or former director or officer of CCT and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity.

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment, which is attached hereto as Exhibit 3.1 and is incorporated into this Current Report on Form 8-K by reference.

Item 7.01.

Regulation FD Disclosure.

On ~~July 23~~ August 9, 2018, FS/KKR Advisor, LLC, the investment adviser to the Company, issued a press release announcing the entry into the ~~Merger~~Credit ~~Agreement~~Facility. The press release is furnished herewith as Exhibit 99.1.

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.

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 and CCT (together with FSIC, 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 approval for the Proposals (as defined below) set forth in the Proxy Statement (as defined below), failure to consummate the business combination transaction involving the Funds, the price at which shares of FSIC’s and CCT’s common stock trade on the New York Stock Exchange, uncertainties as to the timing of the consummation of the business combination transaction involving the Funds, unexpected costs, charges or expenses resulting from the business combination transaction involving the Funds, and failure to realize the anticipated benefits of the business combination transaction involving the Funds. Some of these factors are enumerated in the filings the Funds made with the Securities and Exchange Commission (the “SEC”) and will 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 approval will be sought (collectively, the “Proposals”). In connection with the Proposals, the Funds intend to file relevant materials with the SEC, including a registration statement on Form N-14, which will include a joint proxy statement of FSIC and CCT and a prospectus of FSIC (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. STOCKHOLDERS OF THE FUNDS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FSIC, CCT, THE BUSINESS COMBINATION TRANSACTION INVOLVING THE FUNDS AND THE PROPOSALS. Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC’s web site, http://www.sec.gov, from FSIC’s website at www.fsinvestmentcorp.com and CCT’s website at www.corporatecapitaltrust.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 No.	Description
	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
	10.1	Senior Secured Revolving Credit Agreement, dated as of August 9, 2018, among Corporate Capital Trust, Inc., FS Investment Corporation, FS Investment Corporation II, FS Investment Corporation III, each other Person designated as a "Borrower" thereunder, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and ING Capital LLC, as Collateral Agent.
	3.1	Amendment No. 1 to the Third Amended and Restated Bylaws of Corporate Capital Trust, Inc.
	99.1	Press Release, dated August 9, 2018 (furnished herewith)
	10.1	Form of Indemnification Agreement
	99.1	Press Release, dated July 23, 2018 (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.

Date: July 23, 2018		CORPORATE CAPITAL TRUST, INC.
Date: August 10, 2018		CORPORATE CAPITAL TRUST, INC.
		a Maryland corporation
	By:	/s/ Philip Davidson
		Philip Davidson
		General Counsel and Secretary

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