Form 8-K FS Specialty Lending For: Oct 14
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported):
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Registrant’s
telephone number, including area code: (
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).
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 5.07. | Submission of Matters to a Vote of Security Holders. |
FS Specialty Lending Fund (the “Fund”) held its Special Meeting of Shareholders (the “Special Meeting”) on October 14, 2025. As of June 30, 2025, the record date (the “Record Date”) for the determination of shareholders entitled to notice of, and to vote at, the Special Meeting, 75,917,729.87 common shares of beneficial interest were eligible to be voted in person or by proxy. Of the eligible common shares to be voted, 38,576,800 were voted in person or by proxy at the Special Meeting.
Shareholders were asked to consider and act upon the following proposal, which was described in the Fund’s joint proxy statement/prospectus in an effective registration statement on Form N-14 (File No. 333-286859) filed with the Securities and Exchange Commission (the “SEC”) on July 2, 2025:
| ● | Proposal 3 – to approve the Agreement and Plan of Reorganization (the “Reorganization”), dated as of April 22, 2025, among the Fund, New FS Specialty Lending Fund (the “Successor Fund”), a newly formed statutory trust organized under the laws of the State of Delaware, and, for the limited purposes set forth therein, FS/EIG Advisor, LLC, a Delaware limited liability company and investment adviser to the Fund. |
Proposal 3 was approved at the Special Meeting. The votes for, votes against and abstentions are set forth below:
| Votes For | Votes Against | Abstentions | ||||||||||
| Proposal 3 | 35,549,665 | 945,756 | 2,081,379 | |||||||||
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with approval by shareholders of the Fund of the Reorganization, which occurred at a shareholder meetings held on September 26, 2025 and adjourned to October 14, 2025, the Successor Fund filed with the SEC solicitation materials in the form of a joint proxy statement/prospectus included in an effective registration statement on Form N-14 (File No. 333-286859), which joint proxy statement/prospectus was mailed to shareholders of the Fund. Information regarding the identity of potential participants in such solicitation, and their direct or indirect interests in the Fund, by security holdings or otherwise, were set forth in the definitive joint proxy statement/prospectus and the proxy statement and any other materials filed with the SEC in connection with the Fund's 2024 annual meeting of shareholders. The proxy statement/prospectus and other relevant documents filed with the SEC contain important information about the Reorganization, the Fund and the Successor Fund. Free copies of the joint proxy statement/prospectus and other documents are available on the SEC's web site at www.sec.gov.
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 nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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 Specialty Lending Fund | ||
| Date: October 14, 2025 | By: | /s/ Stephen S. Sypherd |
| Stephen S. Sypherd | ||
| General Counsel | ||
ATTACHMENTS / EXHIBITS
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