M&A - FS Specialty Lending Fund

Form Type: 425

Filing Date: 2025-07-02

Corporate Action: Merger

Type: New

Accession Number: 000110465925065380

Filing Summary: FS Specialty Lending Fund has filed a Rule 425 document concerning its upcoming merger and reorganization into a newly formed closed-end fund. The filing includes three key proposals that require shareholder approval. Proposal 1 seeks to amend the Declaration of Trust (DOT) to eliminate Article XII, which currently prohibits engagement in 'Roll-Up Transactions'. This prohibition will no longer apply once the fund is listed as a closed-end fund, allowing for a smoother transition. Proposal 2 aims to clarify the shareholder voting standards related to the merger or reorganization that has received board approval. Lastly, Proposal 3 pertains to the Agreement and Plan of Reorganization facilitating the merger of the Fund into the new closed-end structure, where existing common shares will be exchanged for new shares in the succeeding entity. Shareholders are advised on how to vote, with options to vote by mail, online, or by phone, and are encouraged to review the joint proxy statement/prospectus and relevant filings with the SEC for more detailed information. The document also includes cautionary statements about forward-looking statements and their inherent risks.

Form Type: 425

Filing Date: 2025-05-21

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925051572

Filing Summary: On April 22, 2025, FS Specialty Lending Fund announced that its board approved a plan for the listing of common shares on the New York Stock Exchange prior to the end of Q4 2025. In preparation for this, a 6-1 reverse share split was executed on May 15, 2025. Upcoming steps include a shareholder proxy beginning late June, focusing on converting the fund to a closed-end fund through reorganization. The details concerning this process are available on FSproxy.com. Additionally, a joint proxy statement/prospectus was filed on April 30, 2025, related to these shareholder proposals, which will be relevant when the registration becomes effective at the SEC.

Form Type: 8-K

Filing Date: 2025-04-24

Corporate Action: Merger

Type: New

Accession Number: 000110465925038647

Filing Summary: On April 22, 2025, the Board of Trustees of FS Specialty Lending Fund approved a plan to list the Fund's common shares on a national securities exchange before the end of 2025, pending shareholder approval and market conditions. This plan involves the conversion of the Fund from a business development company to a closed-end fund, which requires a merger with a newly organized Delaware statutory trust named New FS Specialty Lending Fund. Following the merger, the new fund will maintain the same investment objectives and policies, while the shareholders will receive shares of the successor fund equivalent to their existing shares in the original fund. The completion of this merger and other related transactions is subject to shareholder approval at a special meeting planned for later this year. Additionally, a reverse share split was approved to comply with NYSE listing requirements, converting every six common shares into one. This split aims to increase the net asset value per share and align with public closed-end fund peers. Amendments to the Declaration of Trust were also approved to facilitate these changes, pending shareholder approval.