8-K
FS Specialty Lending Fund (FSSL)
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): November 7, 2025
FS
Specialty Lending Fund
(Exact name of Registrant as specified in itscharter)
| Delaware<br> <br>(State or other jurisdiction<br> <br>of incorporation) | 811-24080<br> <br>(Commission<br> <br>File Number) | 33-4638504<br> <br>(I.R.S. Employer<br> <br>Identification No.) |
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| 201 Rouse Boulevard<br> <br>Philadelphia**, Pennsylvania**<br> <br>(Address of principal executive offices) | 19112<br> <br>(Zip Code) | |
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Registrant’s
telephone number, including area code: (215) 495-1150
None
(Former name or former address, if changedsince 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ¨ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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<br>growth company |
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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. |
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On October 28, 2025, FS Specialty Lending Fund converted from a business development company to a closed end-fund registered under the Investment Company Act of 1940, as amended (the "1940 Act"), by merging with and into a Delaware statutory trust registered under the 1940 Act as a closed-end management investment company, pursuant to the Agreement and Plan of Reorganization, dated as of April 22, 2025, among FS Specialty Lending Fund and the newly formed closed-end fund, New FS Specialty Lending Fund, and, for the limited purposes set forth therein, FS/EIG Advisor, LLC, the investment adviser to FS Specialty Lending Fund.
The closed-end fund is the successor to FS Specialty Lending Fund, and the accounting and performance record of the closed-end fund will be that of FS Specialty Lending Fund. Upon the closing of the reorganization, the closed-end fund changed its name to FS Specialty Lending Fund (the “Fund”). The Fund’s investment adviser concurrently changed its name to FS Specialty Lending Advisor, LLC (the “Adviser”).
The Fund entered into an Investment Advisory Agreement with the Adviser dated as of October 28, 2025 (the “Advisory Agreement”). The Advisory Agreement provides for a base management fee and incentive fee calculation applicable to quarters ended prior to the date of the listing (the “Listing Date”) of the Fund’s common shares (the “Pre-Listing Fee Rate”) and a different base management fee and incentive fee calculation applicable to quarters ended after the Listing Date (the “Post-Listing Fee Rate”). The Adviser has agreed that, for the period from October 28, 2025 to the Listing Date, to the extent that the Pre-Listing Fee Rate would result in an aggregate base management fee and incentive fee (the “Applicable Fee”) that is less than the aggregate base management fee and incentive fee that would result from the Post-Listing Fee Rate, the Adviser will waive a portion of the base management fee and/or incentive fee such that for the period from October 28, 2025 to the Listing Date, the aggregate base management fee and incentive fee paid by the Fund will not exceed the Applicable Fee.
A copy of the waiver letter is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 2.02. | Results of Operations and Financial Condition. |
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On November 7, 2025, the Fund posted on its website (https://www.futurestandard.com/investments/fs-specialty-lending-fund) a presentation providing information related to the financial and operating condition of the Fund as of, and for the quarter ended, September 30, 2025 as well as an overview of the Fund’s portfolio as of September 30, 2025 and November 4, 2025, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The presentation contains forward-looking statements regarding the Fund and includes a cautionary note identifying important factors that could cause actual results to differ from those anticipated. Except as may be required by federal securities laws, the Fund undertakes no duty or obligation to update or revise the information contained in the presentation.
The information contained in this Item 2.02 and Exhibit 99.1 furnished herewith 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 it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such a filing.
| Item 8.01. | Other Events. |
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Planned NYSE Listing
On November 7, 2025, the Fund announced that the Fund anticipates that its common shares of beneficial interest will begin trading on the New York Stock Exchange on Thursday, November 13, 2025, with the ticker symbol “FSSL” effective as of market open that day (the “Listing”). There can be no assurance that the Fund will be able to complete the Listing in the expected timeframe, or at all.
Company-Focused Investment Vehicle
Franklin Square Holdings, L.P. (“FS”), the parent company of the Adviser, intends to commit capital to a newly formed investment vehicle established to invest from time to time in common shares of the Fund (“Shares”), initially in an amount up to $20 million of purchases, which amount may be increased in the future. All of the investment vehicle’s decisions regarding the investment or voting of any Shares that it owns will be made by an investment committee consisting of three or more persons who are not officers or directors of the Fund. There can be no assurance that the investment vehicle will purchase any Shares.
Potential Purchases by Members of Management and Board of Trustees
Certain members of the Fund’s management and board of trustees have expressed an interest in purchasing Shares in the open market following the Listing. There can be no assurance that these individuals will purchase any Shares.
Participating Funds Total Return Swaps
Prior to the Listing, certain funds sponsored by FS (the “Participating Funds”) are expected, subject to final determination by the investment adviser to each Participating Fund, to enter into a share swap confirmation with a financial institution (“TRS Counterparty”) governing an equity total return swap (each, an “Equity TRS”) for Shares. The investment adviser to each Participating Fund is wholly-owned by FS. Each Equity TRS is expected to enable the relevant Participating Fund to obtain the economic benefit of owning Shares, in return for an interest-type payment to the TRS Counterparty. Each Equity TRS is expected to have a term of three years, but may be terminated, in each case, earlier in whole or in part following the occurrence of certain prescribed events agreed to between the TRS Counterparty and the relevant Participating Fund. The aggregate initial maximum amount of Shares expected to be referenced in the two Equity TRSs is $75 million, which amount may be increased in the future.
Prior Investment Matter
As previously disclosed, the Adviser is now wholly owned by FS. Affiliates of the former part owner of the Adviser (the “Ex Owner”) have been named in litigation related to certain investments (the “Investments”) in which the Fund and others were investors, and affiliates of the Ex Owner are alleged to have been operators. Neither the Fund nor the Adviser participated in the management, operation or control of the Investments or is a party to the litigation. However, the Ex Owner and certain of its affiliates are seeking contribution from the Fund and the Adviser for their attorneys’ fees and other costs in connection with the litigation, including any potential settlement or judgment, based on the Fund’s pro rata interest in the Investments. The Fund and the Adviser are evaluating this request, including whether there is any obligation to contribute. If any contribution is required, the Fund would expect to seek coverage under applicable insurance policies, subject to the deductibles, limits and other terms and conditions of those policies. There can be no assurance that coverage will be available in whole or in part. If any contribution is required, any portion that is not covered by insurance could be material.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
Statements included herein may constitute “forward-looking” statements as that term is defined in Section 27A of the Securities Act of 1933, 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 Fund, including but not limited to, anticipated distribution rates and liquidity events. Words such as “intends,” “will,” “believes,” “expects,” “projects,” “future” and “may” 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 due to geo-political risks, risks associated with possible disruption to the Fund’s operations or the economy generally due to hostilities, terrorism, natural disasters or pandemics, future changes in laws or regulations and conditions in the Fund’s operating area, unexpected costs, litigation and other costs related to the Investments, the ability of the Fund to complete the listing of the common shares on a national securities exchange, the price at which the common shares may trade on a national securities exchange, and failure to list the common shares on a national securities exchange, and such other factors that are disclosed in the Fund’s filings with the Securities and Exchange Commission. 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 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 of these forward-looking statements.
| Item 9.01 | Financial Statements and Exhibits |
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| (d) | Exhibits |
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| Exhibit No. | Description |
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| 10.1 | Fee Waiver Letter |
| 99.1 | Presentation of Financial and Operating Condition and Portfolio Information |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 | |||
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| Date: | November 7, 2025 | By: | /s/ Stephen S. Sypherd |
| Stephen S. Sypherd | |||
| General Counsel |
Exhibit 10.1
FS SPECIALTY LENDING ADVISOR, LLC
November 7, 2025
FS Specialty Lending Fund
201 Rouse Boulevard
Philadelphia, Pennsylvania 19112
Ladies and Gentlemen:
FS Specialty Lending Advisor, LLC (the "Adviser") and FS Specialty Lending Fund (the "Fund"), a closed-end management investment company registered under the Investment Company Act of 1940, have entered into an Investment Advisory Agreement, dated as of October 28, 2025 (the "Advisory Agreement"), pursuant to which the Adviser has agreed to furnish investment advisory services to the Fund on the terms and subject to the conditions of the Advisory Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Advisory Agreement.
The Advisory Agreement provides, among other things, that (i) for each quarter ending before the Listing Date, the Base Management Fee shall be calculated at an annual rate of 1.75% of the Fund’s average daily gross assets and the Incentive Fee shall be calculated based on a percentage of Pre-Incentive Fee Net Investment Income, subject to the Pre-Listing Hurdle Rate (such fees payable for each quarter ending before the Listing Date, the “Pre-Listing Fee Rates”), and (ii) for each quarter ending after the Listing Date, the Base Management Fee shall be calculated at an annual rate of 1.50% of the Fund’s average daily gross assets and the Incentive Fee shall be calculated based on a percentage of Pre-Incentive Fee Net Investment Income, subject to the Post-Listing Hurdle Rate (such fees payable for each quarter ending after the Listing Date, the “Post-Listing Fee Rates”).
The Listing Date is expected to be on or about November 13, 2025.
This letter confirms that, for the period from October 28, 2025 to the Listing Date, to the extent that the application of the Pre-Listing Fee Rates would result in an amount of Base Management Fee and Incentive Fee, in the aggregate, payable for such period (the “Applicable Fee”) that is less than the Management Fee and Incentive Fee, in the aggregate, that would be payable pursuant to the Post-Listing Fee Rates, the Adviser will waive a portion of the Base Management Fee and/or Incentive Fee, such that the Base Management Fee and Incentive Fee, in the aggregate, paid by the Fund for the period from October 28, 2025 to the Listing Date shall not exceed the Applicable Fee.
Please acknowledge the foregoing by signing the enclosed copy of this letter in the space provided below and returning the executed copy to the Adviser.
| Sincerely, | ||
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| FS SPECIALTY LENDING ADVISOR, LLC | ||
| By: | /s/ Stephen S. Sypherd | |
| Name: | Stephen S. Sypherd | |
| Title: | General Counsel | |
| CONFIRMED AND ACCEPTED: | ||
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| FS SPECIALTY LENDING FUND | ||
| By: | /s/ Stephen S. Sypherd | |
| Name: | Stephen S. Sypherd | |
| Title: | General Counsel |
2
Exhibit 99.1
| PORTFOLIO AND PERFORMANCE UPDATE NOVEMBER 2025<br>FS SPECIALTY<br>LENDING FUND |
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| PORTFOLIO AND PERFORMANCE UPDATE<br>FINANCIAL AND OPERATIONAL RESULTS<br>The following information is intended to provide information related<br>to the financial and operating condition of FS Specialty Lending Fund<br>as of and for the quarter ended September 30, 20251<br>1. On October 28, 2025, FS Specialty Lending Fund converted from a business development company to a closed end-fund registered under the Investment Company Act of 1940, as amended (the "1940 Act"), by merging with and into a Delaware statutory trust registered under the<br>1940 Act as a closed-end fund, pursuant to the Agreement and Plan of Reorganization, dated as of April 22, 2025, among FS Specialty Lending Fund, the newly formed closed-end fund, New FS Specialty Lending Fund, and for, for the limited purposes set forth therein, FS/EIG<br>Advisor, LLC, the investment adviser to FS Specialty Lending Fund. Set forth in the tables below are certain components of FSSL’s financial condition and results of operation as of and for the three months ended September 30, 2025. The closed-end fund is the successor to FS<br>Specialty Lending Fund, and the accounting and performance record of the closed-end fund will be that of FS Specialty Lending Fund. Upon the closing of the reorganization, the closed-end fund changed its name to FS Specialty Lending Fund (“FSSL”).<br>2. FSSL’s NAV per share as of the date indicated is the NAV determined by FSSL for purposes of complying with the requirements of Section 23(b) of the 1940 Act and has not been approved by FSSL’s board of trustees. FSSL’s NAV per common share may increase or<br>decrease in the future and any such change may be material.<br>3. The distributions paid for the three months ended September 30, 2025, represent enhanced quarterly distributions to shareholders which were designed to offer attractive returns to shareholders during the transition period to a diversified credit strategy. The quarterly<br>enhanced distributions will no longer be paid once FSSL achieves a long-term liquidity event, such as a listing on the New York Stock Exchange. The payment of future distributions on FSSL’s common shares is subject to the discretion of FSSL's board of trustees and<br>applicable legal restrictions and, therefore, there can be no assurance as to the amount or timing of any such future distributions.<br>FS SPECIALTY LENDING FUND 2<br>SELECT FINANCIAL AND OPERATING RESULTS<br>SELECT BALANCE SHEET DATA ($M)<br>Cash $143<br>Portfolio fair value $1,717<br>Total assets $1,875<br>Debt outstanding $400<br>Total liabilities $412<br>Shareholder’s equity $1,463<br>NAV per share2 $19.27<br>SELECT OPERATIONAL DATA ($M)<br>Investment income $49<br>Net investment income $26<br>Enhanced distributions paid3 $47<br>SELECT COVERAGE DATA<br>Asset coverage per unit of credit facility borrowings 4.66x |
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| PORTFOLIO AND PERFORMANCE UPDATE<br>PORTFOLIO OVERVIEW AS OF SEPTEMBER 30, 2025<br>All figures based on fair value as of September 30, 2025. FSSL’s portfolio is actively managed, and the foregoing presents only a “snapshot” as of September 30, 2025. There is no assurance that the composition of FSSL’s portfolio, either currently or in the future, will resemble the<br>composition of FSSL’s portfolio as of September 30, 2025. FSSL’s current or future portfolio allocations that may be the same, similar or different from those reflected as of September 30, 2025. Percentages and other numbers in this presentation may have been rounded.<br>1. FSSL’s NAV per share as of the date indicated is the NAV determined by FSSL for purposes of complying with the requirements of Section 23(b) of the 1940 Act and has not been approved by FSSL’s board of trustees. FSSL’s NAV per common share may increase or<br>decrease in the future and any such change may be material.<br>2. Senior secured debt includes first lien loans, second lien loans and senior secured bonds.<br>3. Represents non-energy investments based on fair value as of September 30, 2025.<br>4. Other includes Consumer Staples Distribution & Retail (2%); Telecommunication Services, Transportation, Insurance, Household & Personal Products, Real Estate Management & Development, (1% each).<br>FS SPECIALTY LENDING FUND 3<br>$19.27 $1.9B 78 90% 84% 0.8% 94%<br>NAV per share1 Total assets Portfolio companies Senior secured debt2 Floating rate assets Assets on non-accrual Diversified credit<br>investments3<br>82% Senior secured loans—1st Lien<br>3% Senior secured loans—2nd Lien<br>5% Senior secured bonds<br>3% Unsecured debt<br>3% Asset based finance<br>4% Equity/other<br>ASSET TYPE INDUSTRY CLASSIFICATION<br>13% Consumer services 6% Energy<br>13% Commercial & professional services 5% Consumer discretionary distribution & retail<br>12% Healthcare equipment & services 4% Media & entertainment<br>10% Capital goods 4% Automobiles & components<br>8% Consumer durables & apparel 3% Software & services<br>7% Materials 2% Pharmaceuticals, biotechnology & life sciences<br>6% Financial services 7% Other4 |
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| PORTFOLIO AND PERFORMANCE UPDATE<br>PORTFOLIO OVERVIEW AS OF NOVEMBER 4, 2025<br>All figures based on fair value as of November 4, 2025. FSSL’s portfolio is actively managed, and the foregoing presents only a “snapshot” as of November 4, 2025. There is no assurance that the composition of FSSL’s portfolio, either currently or in the future, will resemble the<br>composition of FSSL’s portfolio as of November 4, 2025. FSSL’s current or future portfolio allocations that may be the same, similar or different from those reflected as of November 4, 2025. Percentages and other numbers in this presentation may have been rounded.<br>1. FSSL’s NAV per share as of the date indicated is the NAV determined by FSSL for purposes of complying with the requirements of Section 23(b) of the 1940 Act and has not been approved by FSSL’s board of trustees. FSSL’s NAV per common share may increase or<br>decrease in the future and any such change may be material.<br>2. Senior secured debt includes first lien loans, second lien loans and senior secured bonds.<br>3. Represents non-energy investments based on fair value as of November 4, 2025.<br>4. Other includes Consumer Staples Distribution & Retail (2%); Transportation, Insurance, Household & Personal Products , Real Estate Management & Development, Telecommunication Services (1% each).<br>FS SPECIALTY LENDING FUND 4<br>$18.60 $1.9B 78 90% 83% 1.4% 94%<br>NAV per share1 Total assets Portfolio companies Senior secured debt2 Floating rate assets Assets on non-accrual Diversified credit<br>investments3<br>84% Senior secured loans—1st Lien<br>2% Senior secured loans—2nd Lien<br>4% Senior secured bonds<br>3% Unsecured debt<br>3% Asset based finance<br>4% Equity/other<br>ASSET TYPE INDUSTRY CLASSIFICATION<br>13% Consumer services 5% Consumer discretionary distribution & retail<br>12% Commercial & professional services 5% Financial services<br>12% Healthcare equipment & services 5% Media & entertainment<br>11% Capital goods 3% Automobiles & components<br>9% Consumer durables & apparel 3% Software & services<br>7% Materials 2% Pharmaceuticals, biotechnology & life sciences<br>6% Energy 7% Other4 |
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| PORTFOLIO AND PERFORMANCE UPDATE<br>NET ASSET VALUE ATTRIBUTION1<br>The NAV change since 12/31 is largely attributed to enhanced<br>distributions2 outpacing current earnings<br>1. All figures are estimates based on fair value as of November 4, 2025. FSSL’s NAV per share as of the date indicated is the NAV determined by FSSL for purposes of complying with the requirements of Section 23(b) of the 1940 Act and has not been approved by FSSL’s<br>board of trustees. FSSL’s NAV per common share may increase or decrease in the future and any such change may be material.<br>2. The distributions paid since Q1 2025 represent enhanced quarterly distributions to shareholders which were designed to offer attractive returns to shareholders during the transition period to a diversified credit strategy. The quarterly enhanced distributions will no longer be<br>paid once FS Specialty Lending Fund achieves a long-term liquidity event, such as a listing on the New York Stock Exchange. The payment of future distributions on FS Specialty Lending Fund's common shares is subject to the discretion of FS Specialty Lending Fund's<br>board of trustees and applicable legal restrictions and, therefore, there can be no assurance as to the amount or timing of any such future distributions.<br>FS SPECIALTY LENDING FUND 5<br>$19.80<br>$1.20<br>-$1.89<br>-$0.51<br>$18.60<br>12/31/2024 Net Income Enhanced Distributions Gains/Losses 11/4/2025<br>$15.00<br>$16.00<br>$17.00<br>$18.00<br>$19.00<br>$20.00<br>$21.00<br>$22.00 — Approximately 58% of NAV decline<br>attributed to enhanced distributions<br>in excess of net investment income<br> — FSSL paid a 12.5% enhanced<br>distribution for Q1, Q2 & Q3 |
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| DISCLOSURES<br>IMPORTANT DISCLOSURES<br>An investment in FS Specialty Lending Fund (FSSL) involves a high degree<br>of risk and may be considered speculative. Investors are advised to consider<br>the investment objectives, risks and charges and expenses of FSSL carefully<br>before investing.<br>This presentation is for informational purposes only and does not constitute an offer to<br>sell or the solicitation of an offer to buy the securities described herein. The information<br>contained in this document does not purport to contain all information that may be<br>required to evaluate any investment in FSSL or any of its securities and should not be<br>relied upon to form the basis of, or be relied upon in connection with, any investment<br>decision whatsoever. This communication is intended to be considered in the context<br>of FSSL’s filings with the U.S. Securities and Exchange Commission (SEC) and other<br>public information that FSSL may make available from time to time, including the<br>registration statement on Form N-2 filed by New FS Specialty Lending Fund with the<br>SEC on July 25, 2025. Investors should read and carefully consider all information found<br>in FSSL’s reports filed with the SEC. Investors may obtain a copy of these filings free<br>of charge at www.futurestandard.com or by contact Future Standard at 201 Rouse<br>Boulevard, Philadelphia, PA 19112 or by phone at 877-628-8575.<br>In April 2025, FSSL announced that its board of trustees approved a plan to prepare for the<br>listing of its common shares on the New York Stock Exchange. There can be no assurance<br>that FSSL will be able to complete the proposed listing within the expected imeframe or at<br>all. The timing of the proposed listing is subject to many factors, including, but not limited to,<br>market conditions, board of trustee approval and NYSE approval.<br>Investors should consider the “General Description of the Registrant---Risk<br>Factors” section in the closed-end fund’s registration statement on Form N-2 filed<br>with the SEC on July 25, 2025 for a discussion of risks investors should consider<br>carefully before investing in the Fund.<br>If the Fund completes a listing of its common shares, shares of closed-end funds<br>frequently trade at a price lower than their net asset value. This is commonly<br>referred to as “trading at a discount.” This characteristic of shares of closed-end<br>funds is a risk separate and distinct from the risk that a fund’s net asset value may<br>decrease. Because the shares of FS Specialty Lending Fund have been illiquid,<br>this risk may be more pronounced during the period shortly after the listing,<br>during which the Fund’s shares may experience greater volatility and may trade at<br>significant discounts to net asset value, due to factors such as the absence of a<br>prior public market, unseasoned trading, the limited number of shares available<br>for trading and limited information about the Fund.<br>CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS<br>Statements included herein may constitute “forward-looking” statements as that term is<br>defined in Section 27A of the Securities Act of 1933, and Section 21E of the Securities<br>Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of<br>1995, including statements with regard to future events or the future performance or<br>operations of the Fund, including but not limited to, anticipated distribution rates and<br>liquidity events. Words such as “intends,” “will,” “believes,” “expects,” “projects,” “future”<br>and “may” or similar expressions are intended to identify forward-looking statements.<br>These forward-looking statements are subject to the inherent uncertainties in predicting<br>future results and conditions. Certain factors could cause actual results to differ<br>materially from those projected in these forward-looking statements. Factors that could<br>cause actual results to differ materially include changes in the economy due to geo-political risks, risks associated with possible disruption to the Fund’s operations or the<br>economy generally due to hostilities, terrorism, natural disasters or pandemics, future<br>changes in laws or regulations and conditions in the Fund’s operating area, unexpected<br>costs, the ability of the Fund to complete the listing of the common shares on a national<br>securities exchange, the price at which the common shares may trade on a national<br>securities exchange, and failure to list the common shares on a national securities<br>exchange, and such other factors that are disclosed in the Fund’s filings with the SEC.<br>The inclusion of forward-looking statements should not be regarded as a representation<br>that any plans, estimates or expectations will be achieved. Any forward-looking<br>statements speak only as of the date of this communication. Except as required by<br>federal securities laws, the Fund undertakes no obligation to update or revise any<br>forward-looking statements, whether as a result of new information, future events or<br>otherwise. Readers are cautioned not to place undue reliance on any of these forward-looking statements.<br>FS SPECIALTY LENDING FUND 6 |
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