FS Specialty Lending Fund · NYSE:FSSL
FS Specialty Lending Fund — Corporate Update (April 2025)
31 slides from FS Specialty Lending Fund's corporate update, Apr 24, 2025
Slide 1: Preparing for a shareholder liquidity event
FS Specialty LendingPreparing for a shareholder liquidity event April 2025 1
Slide 2: Table of contents
2 Table of contents Start time Topics xx:xx Executive summary xx:xx Why convert to a closed-end fund? xx:xx Listing overview xx:xx Why list now? xx:xx What is a direct listing? xx:xx What is the purpose of the reverse share split? xx:xx What will shareholders vote on? xx:xx When will distributions b
Slide 3: FS Specialty Lending Fund announces liquidity plan
3 On April 24, 2025, FS Specialty Lending Fund (the Fund) announced that its board of trustees approved a plan to prepare for the listing of its common shares on the New York Stock Exchange (NYSE). – Prior to listing and subject to shareholder approval, the Fund will be converted from a business dev
Slide 4: Why convert to a registered closed-end fund?
4 Why convert to a registered closed-end fund? All data as of December 31, 2024. 1. The actual dividend yield at listing may be higher or lower based on the then current NAV. The payment of future distributions on the close-end fund’s common shares is subject to the discretion of the closed-end fund
Slide 5: Listing overview
5 Listing overview
Slide 6: Preparing for a public listing on the NYSE
Preparing for a public listing on the NYSE 6 Liquidity plan phase (expected timing) Noteworthy event Shareholder action required? Phase I April 24, 2025 Announcement of intended listing No Phase II Mid-May Execution of reverse share split and account consolidation No Phase III Late June Commencement
Slide 7: Targeted timeline of key events
Late June Commence shareholder proxy solicitation when registration statement becomes effective (subject to SEC review period) Seek shareholder approval of proxy proposals Targeted timeline of key events 7 April May June July Q4 Late April File Registration Statement containing proxy statement and p
Slide 8: The management team, board, investment objectives and strategy will remain the same
The management team, board, investment objectives and strategy will remain the same1 1. The investment strategy will remain the same except for certain requirements specific to BDCs under the 1940 Act, which won’t apply once the Fund is converted to a closed-end fund. 2. For each quarter after the l
Slide 9: Why list now?
9 Why list now?
Slide 10: Key metrics necessary to maximize the Fund's commercial appeal
✓ ✓ ✓ Key metrics that we believe are necessary to maximize the Fund’s commercial appeal 10 1. Energy holding represented 14.5% of the portfolio’s fair value as of December 31, 2024. 2. The targeted annualized distribution rate is based on current market conditions, expressed as a percent of the Fun
Slide 11: Attractively positioned for public markets
11 Attractively positioned for public markets All data as of December 31, 2024 unless otherwise stated. 1. The actual dividend yield at listing may be higher or lower based on the then current NAV. The payment of future distributions on FSSL’s common shares is subject to the discretion of FSSL’s boa
Slide 12: Assets under management ($ millions)
12 Assets under management ($ millions) Source: Company filings. As of latest publicly available information. FSCO, FSSL, PRIF and ARDC are as of December 31, 2024. GOF is as of November 30, 2024. ACP and KIO are as of October 31, 2024. FSCO is FS Credit Opportunities Corp. GOF is Guggenheim Strateg
Slide 13: Dynamic investing across private and public credit
The Fund dynamically invests across private and public credit with a focus on core private middle market companies based on the greatest relative value opportunities 13 Differentiated focus across private and public credit Private markets Public markets • Direct lending ‒Private equity sponsored bus
Slide 14: Diversified portfolio focused on senior secured debt
Diversified portfolio focused on senior secured debt Asset type 78% Senior Secured Loans – 1st Lien Senior Secured Loans – 2nd Lien 6% Senior Secured Bonds 2% Subordinated Debt 2% Asset Based Finance 9% Equity/Other Industry classification 11% Commercial & Professional Services 5% Media & Entertainm
Slide 15: Cycle-tested team with strong track record
Cycle-tested team with strong track record investing across changing markets 15 As of September 30, 2024. There can be no assurance that any of these investment professionals will remain with FS Investments or that past experience or performance of such professionals serves as an indicator of future
Slide 16: What is a direct listing?
16 What is a direct listing?
Slide 17: Intend to list FSSL's shares on the NYSE through a direct listing
17 Intend to list FSSL’s shares on the NYSE through a direct listing Key differences between a direct listing and IPO FSSL’s direct listing Initial public offering (IPO) Initial trading price No pre-determined price (Driven by supply & demand for stock) Based on offering price New shares issued No Y
Slide 18: Valuations and stock prices have generally increased after initial downward pressure
Valuations and stock prices have generally increased after initial downward pressure 18 Price-to-book value (indexed) Daily trading volume as % of shares outstanding Source: Factset, Bloomberg, company filings. Analysis represents average performance of RiverNorth Specialty Finance Corporation (RSF)
Slide 19: What is the purpose of the reverse share split?
19 What is the purpose of the reverse share split?
Slide 20: What is the purpose of a reverse stock split?
What is the purpose of a reverse stock split? • Comply with NYSE listing requirements which mandate a minimum listing share price of $4.00 per share. • Meet minimum share price requirements for certain intermediaries, broker dealers and custodians. • Align the share price with public closed-end fund
Slide 21: Consolidation of fund accounts ahead of reverse share split
21 To prepare for a listing, the Fund will consolidate account types ahead of the reverse share split Consolidation of fund accounts Current account detail Post-CUSIP consolidation Fund Name CUSIP Fund # CUSIP Fund # FS Specialty Lending Fund 30264D109 3804 New CUSIP to be issued No change FS Specia
Slide 22: What will shareholders be asked to vote on?
22 What will shareholders be asked to vote on?
Slide 23: Overview of shareholder proxy proposals
23 Overview of shareholder proxy proposals Proposal #1: Proposal 1 seeks to eliminate certain provisions of the DOT. Proposal #2: Seeks to amend the DOT to clarify the shareholder voting standard in connection with a merger or reorganization of the Fund that has been approved by the board Shareholde
Slide 24: Overview of shareholder proxy proposals: Proposal #3
24 1. The investment strategy will remain the same except for certain requirements specific to BDCs under the 1940 Act, which won’t apply once the Fund is converted to a closed-end fund. The Fund’s Adviser is currently jointly operated by an affiliate of FS Investments and EIG Asset Management, LLC.
Slide 25: When will distributions be paid?
25 When will distributions be paid?
Slide 26: Targeted 2025 distribution schedule
26 1. The actual annualized distribution rate at listing may be higher or lower based on the then current NAV. The payment of future distributions on the fund’s common shares is subject to the discretion of the fund’s board of trustees and applicable legal restrictions and, therefore, there can be n
Slide 27: Resources
27 Resources
Slide 28: Shareholder resources
28 Visit www.FSproxy.com • Summary overview of listing process ‒ Timeline ‒ Distributions ‒ Operational considerations • FAQ • On-demand presentation • Slide presentation Shareholder resources
Slide 29: Incentive fee endnote
29 Pursuant to the terms of FSSL’s Investment Advisory Agreement, for any quarter ending after the listing, the incentive fee on income is calculated and payable quarterly in arrears and equals 20.0% of FSSL’s “pre-incentive fee net investment income” for the immediately preceding quarter subject to
Slide 30: Cautionary statement regarding forward-looking statements
30 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Statements included herein may constitute “forward-looking” statements as that term is defined in Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Re
Slide 31: Additional information and where to find it
31 ADDITIONAL INFORMATION AND WHERE TO FIND IT In connection with the Reorganization and Declaration of Trust amendments discussed herein, the Fund and FSSL expect to file with the Securities and Exchange Commission (“SEC”) solicitation materials in the form of a joint proxy statement/prospectus tha
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