Change of Control means the occurrence of any of the following:
(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation) in one or a series of related transactions, of all or substantially all of the assets of the Company and its Controlled Subsidiaries taken as a whole to any person or group (as those terms are used in Section 13(d)(3) of the Exchange Act), other than to any Permitted Holders; provided that, for the avoidance of doubt, a pledge of assets pursuant to any secured debt instrument of the Company or its Controlled Subsidiaries shall not be deemed to be any such sale, lease, transfer, conveyance or disposition;
(2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person or group (as those terms are used in Section 13(d)(3) of the Exchange Act) (other than any Permitted Holders) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 promulgated under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of the Company, measured by voting power rather than number of shares; or
(3) the approval by the Companys stockholders of any plan or proposal relating to the liquidation or dissolution of the Company.
Change of Control Repurchase Event means the occurrence of a Change of Control and a Below Investment Grade Rating Event.
Controlled Subsidiary means any Subsidiary of the Company, 50% or more of the outstanding equity interests of which are owned by the Company and its direct or indirect Subsidiaries and of which the Company possesses, directly or indirectly, the power to direct or cause the direction of the management or policies, whether through the ownership of voting equity interests, by agreement or otherwise.
Fitch means Fitch Ratings, Inc., also known as Fitch Ratings, or any successor thereto.
GAAP means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, the opinions and pronouncements of the Public Company Accounting Oversight Board and the statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession in the United States, which are in effect from time to time.
Investment Company Act means the Investment Company Act of 1940, as amended, and the rules, regulations and interpretations promulgated thereunder, to the extent applicable, and any statute successor thereto.
Investment Grade means a rating of BBB- or better by KBRA (or its equivalent under any successor rating categories of KBRA), BBB- or better by Fitch (or its equivalent under any successor rating categories of Fitch) and Baa3 or better by Moodys (or its equivalent under any successor rating categories of Moodys) (or, in each case, if such Rating Agency ceases to rate the Notes for reasons outside of the Companys control, the equivalent investment grade credit rating from any Rating Agency selected by the Company as a replacement Rating Agency).
KBRA means Kroll Bond Rating Agency, Inc. or any successor thereto.
Moodys means Moodys Investors Service or any successor thereto.
Permitted Holders means (i) the Company, (ii) one or more of the Companys Controlled Subsidiaries and (iii) FS/KKR Advisor, LLC, any Affiliate of FS KKR Advisor, LLC or any entity that is managed by FS/KKR Advisor, LLC that is organized under the laws of a jurisdiction located in the United States of America and in the business of managing or advising clients.
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