FS Credit Opportunities Corp美股招股说明书(2025-01-16版)

Up to $150,000,000 Shares of Common Stock FS Credit Opportunities Corp. (the “Fund” or “we”) is offering for sale up to $150,000,000 shares of our commonstock, par value of $0.001 per share (the “common stock”). Our common stock is listed on the New York StockExchange under the symbol “FSCO.” On January 10, 2025, the last reported net asset value (“NAV”) per share ofour common stock was $7.19 and the last reported sales price per share of our common stock on the New YorkStock Exchange, LLC (the “NYSE”) was $6.82. The Fund is a diversified, closed-end management investment company. The Fund’s primary investment objective isto generate an attractive total return consisting of a high level of current income and capital appreciation, with asecondary objective of capital preservation. There can be no assurance that the Fund will achieve its investmentobjectives. The Fund invests primarily in a portfolio of secured and unsecured floating and fixed rate loans, bondsand other types of credit instruments, which, under normal circumstances, will represent at least 80% of our netassets (plus the amount of any borrowings for investment purposes). For purposes of this policy, “creditinstruments” may include senior secured loans, unsecured loans, corporate bonds, notes, bills, debentures, distressedsecurities, mezzanine securities, collateralized debt obligations, collateralized bond obligations, collateralized loanobligations, bank loans, corporate loans, government and municipal obligations, mortgage-backed securities, asset-backed securities, repurchase agreements and other fixed-income instruments of a similar nature that may berepresented by derivatives such as options, forwards, futures contracts or swap agreements. The Fund invests itsassets in investments in a number of different countries throughout the world, and currently invests primarily inthose countries where creditors’ rights are protected by law, such as countries in North America and WesternEurope, although in select situations we may invest in securities of issuers domiciled elsewhere. The Fund seeks to achieve its investment objectives by focusing on high conviction investment opportunities acrossthe investment universe that it believes offer potentially attractive risk-adjusted income and returns. To accomplishthis, the Fund focuses on strategies such as opportunistic credit, special situations and capital structure solutions. The Fund has entered into a distribution agreement dated January 15, 2025 (the “Distribution Agreement”) withALPS Distributors, Inc. (“ALPS” or the “Distributor”) to provide for distribution of the Fund’s common stock. TheDistributor has entered into a sub-placement agent agreement dated January 15, 2025 (the “Sub-Placement AgentAgreement”) with UBS Securities LLC (the “Sub-Placement Agent”) with respect to the Fund relating to thecommon stock offered by this Prospectus Supplement and the accompanying prospectus dated January 14, 2025 (the“prospectus”). In accordance with the terms of the Sub-Placement Agent Agreement, the Fund may offer and sell itscommon stock from time to time through the Sub-Placement Agent as sub-placement agent for the offer and sale ofits common stock. Under the Investment Company Act of 1940, as amended, (the “1940 Act”) the Fund may not sellany common stock at a price below the current NAV of such common stock, exclusive of any distributingcommission or discount. Sales of our common stock, if any, under this Prospectus Supplement and the accompanying prospectus may bemade in negotiated transactions or transactions that are deemed to be “at the market” as defined in Rule 415 underthe Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on the NYSE or salesmade to or through a market maker other than on an exchange. The Fund will compensate the Distributor with respect to sales of common stock at a commission rate of 1.00% ofthe gross proceeds of the sale of the Fund’s common stock. Out of this commission, the Distributor will compensatethe Sub-Placement Agent at a rate of up to 0.80% of the gross sales proceeds of the sale of the Fund’s common stocksold by the Sub-Placement Agent. FS Global Advisor, LLC, the investment adviser of the Fund (“FS GlobalAdvisor”), may, from time to time, in its sole discretion, pay some or all of the commissions payable under theDistribution Agreement or make additional supplemental payments to ensure that the sales price per share of theFund’s common stock in connection with all of the offerings made hereunder will not be less than the Fund’s currentNAV per share. Any such payments made by FS Global Advisor will not be subject to reimbursement by the Fund.In connection with the sale of the common stock on the Fund’s behalf, the Distributor may be deemed to be an“underwriter” within the meaning of the Securities Act and the compensation of the Distributor may be deemed tobe underwriting commissions or discounts. FS Global Advisor,