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SEC Company Response from FS KKR Capital Corp (FSK) (CIK 0001422183) (FSK) — May 10, 2011

FS KKR Capital Corp (FSK) (CIK 0001422183)
Date: May 10, 2011 · CIK: 0001422183 · Accession: 0001193125-11-134567

Regulatory Compliance Offering / Registration Process Financial Reporting

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File numbers found in text: 333-149374, 814-00757

Date
May 10, 2011
Author
/s/ Steven B.
Form
CORRESP
Company
FS KKR Capital Corp (FSK) (CIK 0001422183)

Letter

Division of Investment Management Washington, DC 20549 Re: FS Investment Corporation Post-Effective Amendment No. 8 to Registration Statement on Form N-2 filed on April 7, 2011 (File Nos: 333-149374 and 814-00757)

Dear Mr. O’Connor:

Pursuant to oral comments that you provided to us in connection with your review of Post-Effective Amendment No. 8 to the Registration Statement on Form N-2 (File No. 333-149374) (the “Registration Statement”) and the prospectus included therein (the “Prospectus”) filed by FS Investment Corporation (the “Company”), the Company has agreed to revise the Prospectus cover page and the signature page to the subscription agreement in the manner set forth in the pages that accompany this correspondence. These changes will be reflected in the final prospectus to be filed pursuant to Rule 497 of the Securities Act of 1933, as amended, once the Registration Statement has been declared effective.

* * *

If you have any questions or additional comments concerning the foregoing, please contact Steven B. Boehm at (202) 383-0176 or Owen J. Pinkerton at (202) 383-0254.

Sincerely,
/s/ Steven B.
Boehm

Show Raw Text
CORRESP
1
filename1.htm

Correspondence

 [Letterhead of Sutherland, Asbill & Brennan LLP]

May 10, 2011

 James E.
O’Connor

 Attorney/Adviser

Division of Investment Management

 U.S.
Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

Re:
FS Investment Corporation

Post-Effective Amendment No. 8 to Registration Statement on Form N-2 filed on April 7,

2011 (File Nos: 333-149374 and 814-00757)

 Dear
Mr. O’Connor:

 Pursuant to oral comments that you provided to us in connection with your review of Post-Effective
Amendment No. 8 to the Registration Statement on Form N-2 (File No. 333-149374) (the “Registration Statement”) and the prospectus included therein (the “Prospectus”) filed by FS Investment
Corporation (the “Company”), the Company has agreed to revise the Prospectus cover page and the signature page to the subscription agreement in the manner set forth in the pages that accompany this correspondence. These
changes will be reflected in the final prospectus to be filed pursuant to Rule 497 of the Securities Act of 1933, as amended, once the Registration Statement has been declared effective.

*        *        *

If you have any questions or additional comments concerning the foregoing, please contact Steven B. Boehm at (202) 383-0176 or Owen
J. Pinkerton at (202) 383-0254.

 Sincerely,

/s/ Steven B.
Boehm

Steven B. Boehm

 cc: Mr. Michael C. Forman