FS Credit Opportunities Corp.

Good morning, and thank you all for joining us for FS Credit Opportunity Court's four-quarter and full-year 2023 Earnings Conference Call. Please note that FS Credit Opportunity Court may be referred to as FSTO, the fund, or the company throughout the call. Today's conference call is being recorded, and an audio replay of the call will be available for 30 days. Replay information is included in a press release that FSTO issued on January 30, 2024. In addition, FSTO has posted on its website a presentation containing supplemental financial information with respect to its portfolio and financial performance for the quarter ended December 31, 2023. A link to today's webcast and the presentation is available on the company's webpage at www.fsinvestments.com under the FS Credit Opportunities Court tab. Please note that this call is the property of FSTO. Any unauthorized rebroadcast of this call in any form is strictly prohibited. Today's conference call includes forward-looking statements with regard to future events, performance, or operations of FFCO. 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. We ask that you refer to FSTO's most recent filings with the SEC for important factors and risks that could cause actual results or outcomes to differ materially from these statements. FSTO does not undertake to update its forward-looking statements unless required to do so by law. Additionally, information related to past performance, while helpful as an evaluative tool, is not necessarily indicative of future results. the achievement of which cannot be assured. Investors should not view the past performance of FSTO or information about the market as indicative of FSTO's future results. Speaking on today's call will be Andrew Beckman, Head of FS Global Credit and Portfolio Manager for FSTO, Nick Helvet, Director of Research of FS Global Credit and Portfolio Manager for FSTO, Also joining us on the phone is James Beach, Chief Operating Officer of the Fund. Following our prepared remarks, the team will take questions from the audience. If you'd like to ask a question, there is a chat function on the right side of your screen. We will try to address each of your questions after our prepared remarks. I will now turn the call over to Andrew.

Thank you, Robert, and good morning, everyone. Looking back on 2023, we are proud of the results we delivered for our shareholders across several key fronts. First, we delivered strong returns in 2023 as the fund returned 20.1% on a net basis, outperforming the high yield bond and senior secured loan indices by 667 basis points and 707 basis points respectively. This performance was strong on an absolute and relative basis as FSTO outperformed many of the larger credit-focused peers in the closed-end fund space. Net investment income fully covered distributions of $0.64 per share, and the fund's net asset value increased by $0.59 per share, or 9.3% year-over-year. We believe our performance reflects the dynamic nature of our strategy, investing across public and private credit with a focus on generating return premiums driven by the complexity of a company's balance sheet, the illiquidity of an asset, unconventional ownership, or corporate events. We increased the fund's annualized distribution by 15% in July, driven by rising market yields and the continued strong performance of our investment portfolio. This was the second increase in the annualized distribution since the fund's common shares listed on the New York Stock Exchange in November of 22. Finally, we completed all phases of FSTO's listing on May 15, 2023, and marked the one-year anniversary of the listing on the NYSE in November of last year. The discount at which the fund's common shares traded relative to its net asset value narrowed significantly during the year. We believe the improvement reflects the fund's strong performance, broader market strength, and reduced selling pressure on the stock after all the phases of the listing were completed. While we are pleased that FSTO shareholders earned a total return of nearly 35% for the year, We believe the current discount at which the stock is trading compared to NAV does not reflect the health of the portfolio or the high quality of our investment program. During the fourth quarter, funds paid monthly distributions totaling 17 cents per share, which were fully funded through net investment income, as has been the case since the FS Global Credit Team assumed management of FSEO in January of 2018. As of February 28, 2024, the fund annualized distribution yield was 9.8% based on NAV and approximately 12.17% based on the stock price. In terms of portfolio performance, contributors far outpaced detractors as positive performance was broad-based across the portfolio in 2023. The largest contributor performance during the fourth quarter and year resulted from unrealized appreciation in New Giving Inc., one of the fund's largest holdings, a directly originated investment in a healthcare services firm. The company produced strong revenue and earnings growth as operational measures implemented in 2022 continued to positively impact the business throughout 2023. This investment highlights our ability to source differentiated opportunities and creatively structure the investments. FSTO received common equity and warrants as part of our debt investment, which provides for the potential for meaningful additional capital appreciation, yet preserving the downside protection we like to see in our investments. Opportunistic equity hedges detracted from the fund's return during the year amid the strong environment for equities. I will now turn the call over to Nick to provide our perspective on the markets and discuss our investment activity during the fourth quarter. Thanks, Andrew. Risk assets rallied during Treasury yields plunged during the quarter with two-year and 10-year yields falling approximately 80 basis points and 70 basis points respectively as investors firm their expectations for Fed rate cuts in the first half of 2024. Amid falling yields, the Bloomberg U.S. Aggregate Index returned 6.82% in the fourth quarter, a generally strong environment for longer-duration fixed-income assets. Positive investor sentiment and a supportive technical backdrop through high-yield bond spreads to their lowest point since January 2022, while loan spreads reached their lowest point since May 2022. High-yield bonds returned 7.1% during the quarter, outperforming senior secured loans, which returned 2.9%. Returns by credit rating were generally mixed during the quarter, with lower-rated credit, bad performance, The CCC bonds returned 20.4%, outpacing WB bonds by 892 basis points. CCC rated loans returned 17.5% compared to 10.2% for WB loans. Although the technical environment supported credit prices driven by strong investor demand and reduced supply, fundamental backdrop deteriorated modestly during the year as evidenced by uptick in default and lower recovery rates. The high-yield default rate, including distressed exchanges, increased to 2.88% as of December 31, 2023, while loan defaults in distressed exchanges rose to 3.08%. This compares to default rates of 1.65% for high-yield bonds and 1.59% for loans as of December 31, 2022. Meanwhile, recovery rates took a new board of the decline, hitting 38% for loans, a record low, and 33% for bonds, which was not a record low, but falls far below high-yield bonds' long-term average recovery rate of 40%. Turning to investment activity, the fund remained fully invested throughout the fourth quarter, driven by a healthy pipeline of new investments and relatively low levels of repayments. Excluding portfolio exits, and repayments of $173 million. Demand for high-yield bonds and senior secured loans burned amid improved investor sentiment while new issuance was limited by sluggish M&A environment. In today's competitive markets, we continue to leverage the insights and deal flow across FS Investments' $28 billion credit franchise while using our deep relationships with company management teams, financial sponsors, non-bank intermediaries, and other private credit managers to drive a steady pipeline of investments in public and private credit. Approximately 63% of new investment activity was in privately originated investments during the quarter, comprised entirely of first-line senior secured loans. Public credit investments, which represented 37% of purchases during the quarter, were comprised also in almost entirely by first lien loans, as well as high yield bonds. As of December 31st, 2023, approximately 81% of the portfolio consisted of secured debt, up from 77% the previous quarter. The funds allocation to subordinated debt was 5%, down from 7% in the previous quarter. Asset-based finance represented 4% of the portfolio, unchanged from the previous quarter. while equity and other investments represented 10% compared to 12% as of Q3 2020. Public credit represented approximately 53% of the portfolio, while private credit comprised approximately 47% as of the end of the year. Excluding asset-based finance investments, the largest sector ratings at quarter end were consumer services, followed by healthcare equipment and services, and commercial and professional services. We believe these investments offer the potential to drive strong risk-adjusted returns and operate in areas of the economy that may be more insulated in the event of a broader economic slowdown. Turning to the liability side of our balance sheet, we believe our cost structure gives us a competitive edge with 43% of drawn leverage comprised of preferred debt financings that provide favorable regulatory treatment versus traditional term loans or revolving debt facilities. Approximately 43% of drawn leverage is multi-year fixed rate preferred debt and provides flexibility in the types of assets we can borrow against. As of December 31st, 2023, the fund's cash balance was approximately $106 million. Despite a modest cash balance, we have ample availability in our credit facilities should a liquidity need arise. I'll now turn it back to Andrew to discuss our forward analysis. Thanks, Nick. 2024 opened with optimism that an economic hard landing has been avoided. However, falling yet persistent inflation, tighter credit conditions, and an election cycle, and continued geopolitical conflicts are things to monitor for investors. Against this macro backdrop, we remain cautious about the economic outlook and continue to see potential for future periods of volatility. We believe the solid index level returns last year matched strong underlying cross-currents in the credit markets. Performance differences across ratings and asset classes and industries could become more pronounced in 2024 if economic growth slows. Recognizing potential for volatility in 2024, we've constructed the portfolio based on several key attributes. First, we believe active management combined with sound fundamental credit underwriting will remain critical to driving returns and avoiding excess risk in the year ahead. We're focused on businesses with strong cash flow, modest leverage profiles, and management teams with deep operational experience managing through market cycles. We are invested in credits with appropriate loan-to-values to ensure ultimate repayment of the obligations, even in a more pronounced economic slowdown. Our sector allocations are informed by our bottoms-up fundamental research, and we tend to avoid highly cyclical areas of the economy unless loan to values are particularly low. We have been more cautious about making new investments than we would be in an environment with a less controversial outlook. Therefore, we believe maintaining buying power is prudent, not only to minimize potential drawdowns, but also take advantage of attractive investment opportunities arising from periods of volatility. We continue to focus on senior debt investments with strong terms at attractive yields or expected total returns. We generally avoid debt in private equity-owned companies where we think there could be material risk of asset leakage or disputes between lenders. We are also cautious on credits where there are significant EBITDA airbags that may never materialize and instead focus on true free cash flow. We seek to identify situations where return premiums exist to the complexity of a company's balance sheet, the illiquidity of an asset, unconventional ownership, or as a result of corporate events. We are avoiding situations that are high return because of high loan values and low credit quality. Third, we will continue to leverage size and scale to drive differentiated outcomes for our investors. FSTO is one of the largest credit-focused closed-end funds in the market, with $2.1 billion in assets as of December 31, 2023. Size and scale matter in credit investing, especially when it comes to maximizing deal flow, mitigating risks, and achieving economies of scale. The portfolio management team also levers the full resources, infrastructure, and expertise of FS Investments, a $76 billion alternative asset manager. As Nick discussed, we believe our leverage structure provides FSEA with a unique advantage as a large percentage of our drawn leverage is multi-year fixed rate preferred debt and provides flexibility in the types of assets we can borrow against. Finally, our ability to invest across the public and private markets differentiates us from traditional credit funds and allows us to adjust our allocations based on where we believe the best risk-adjusted returns exist. Our goal is to dynamically allocate capital to the most attractive opportunities across the credit and business cycle, and we think this leads to enhanced stockholder returns relative to a more confined strategy. Importantly, we are not constrained by a specific asset class mandate. We can invest across loans, bonds, and structured credit, and occasionally highly structured equity investments, as well as across fixed and floating rate assets. Our private investment portfolio includes highly bespoke investments originated through our firm-wide sourcing network. Our intensive due diligence process benefits from the sharing of collective insights on markets and individual credits, We believe our origination capabilities within the private market and focus on providing specialized financing solutions differentiates us from our closed-end fund peer group. In summary, we believe FSTO is a compelling long-term investment opportunity based on our well-positioned portfolio, low average duration, healthy distribution, diversified capital structure, and the flexibility of our strategy. We believe we have a fund and platform built to drive strong risk-adjusted returns through a diverse range of economic and financial market conditions. Since the current investment team assumed all portfolio management responsibilities in January of 2018, the fund on a net basis has outperformed the gross returns of ideal bonds by 260 basis points and the gross returns of levered loans by 171 basis points. The team has invested more than $7 billion over the last six years in non-traditional areas of the credit markets, including opportunistic and event-driven credit, dislocated special situations, and private structured capital solutions. Once again, I'd like to thank you all for joining us today. And with that, we'll take a brief pause to review the queue for answering your questions.

Again, if you'd like to ask a question, please use the chat function under Q&A on the right side of your screen to type in your question. And the first question, can you talk about the current market environment today as far as pricing on new opportunities, structure of deals, and how has that changed over the last few quarters?

Sure. So, you know, the credit markets were very strong in 2023, and we saw spreads compress throughout the year, particularly in the fourth quarter of the year. High-yield spreads compressed by 133 basis points last year, and levered loan spreads came in by 92 basis points last year. The trend continued into this year, with high-yield spreads decreasing around 25 basis points and loan spreads decreasing by 15 basis points. So generally speaking, you know, pricing has come in. That attribute, you know, of tighter pricing is kind of most pronounced in the public markets where there's just a lot of visibility on spreads and transactions. And that really has kind of forced us or caused us to look more for kind of off-the-run opportunities in private markets. Plain vanilla private credit spreads have definitely, you know, trended with some of the public markets. But our focus in off-the-run private credit, the capital structure, you know, solution area and providing capital to, you know, less conventional companies, that opportunity set spreads have remained more consistent. And I think that's because there's less competition there and kind of less, you know, visibility. So tiger public markets, our private opportunity set, you know, has kind of really more or less remained the same. There definitely has been a positive, though, for our opportunity set from a deal flow perspective. So last year, with like an uncertain economic environment, companies, you know, whether they were sponsor-owned, entrepreneur-owned, you know, family-owned, you know, were much more cautious on doing things, you know, expanding M&A acquisitions, whatnot. With the performance in the market last year and a more benign outlook by many, at least what the markets are pricing in, we're starting to see activity rev up, and that's good for deal flow. So our deal flow is up somewhat significantly to start the year.

Great. And the next question, I believe you said 63% of new investments during the quarter were in privately originated investments. Can you talk about why this opportunity is attractive today?

Yeah, so I think that dovetails with the first question. And, you know, what we're really seeing is the opportunity set in those niche private transactions. the return premiums there relative to the public markets are very, very significant. And that spread has grown as public markets have compressed. We're seeing better spreads, but we're also seeing better structural terms and better protections to protect downsides through credit documents. When public markets are fraud-based, credit documentation is often weak. And, you know, that's the case with the average transaction coming through the public markets right now.

And just to follow up there, can you talk about how the team sources these private deals? Maybe you can talk about the origination, the due diligence process here.

So our sourcing is a combination of team-led sourcing and firm-wide sourcing. Our team is up to 21 individuals. There's 21 investment professionals focused on this strategy. Each and every professional has a tremendous number of relationships in the industry. We've got a CRM where we cover various counterparties, management teams, brokers, you know, law firms, advisors, et cetera. And, you know, we're constantly, you know, trying to kind of suck deal flow out of those relationships. Many of us have been doing this for, you know, north of kind of like 15 years and have a history of doing transactions with these counterparties that just continues to lead to continued deal flow. We combine that, you know, team-led sourcing effort with a firm-wide sourcing funnel. So as we mentioned, FS is a $76 billion organization with a number of different businesses and tentacles into lots of organizations. Every business at FS is out essentially, you know, trying to kind of help other businesses on their sourcing. So when they're taking meetings, you know, what other businesses are up to, what we're looking for, and then, you know, just sucking in deal flow, and then deal flow makes it to the relevant group.

Great. And next question, where in the capital structure are you seeing opportunities today? Is it predominantly firstly in senior secure groups, or are you willing to go down the capital structures?

Yeah, as the portfolio reflects, we generally prefer being at the top of the capital structure. However, if we can create attractive upside optionality in junior securities, we believe that adds nicely to the fund's overall return profile. As the cycles have lengthened, generally resulted in more secure debt. So I'd say broadly speaking, you know, that's where we see the best opportunity, you know, though from time to time, some geosyncratic things will show up that fit really nicely in the portfolio as a complement.

Great. And next question in the chat. Would you consider investments in the commercial real estate sector, considering the need for many real estate leasers to refinance in the next few years?

So, yes, the answer is we would. We have been looking at some opportunities in the commercial real estate space. I still think it's early. in terms of the problems kind of manifesting themselves in that space, as well as valuations being reset. We do have a real estate business at FS. So to the extent we look at real estate opportunities, we try to collaborate with that business to get the institutional knowledge and sometimes specific asset knowledge. I wouldn't expect it to be a huge portion of the portfolio, but it is an opportunity set. take a look at.

And then in terms of your valuation process, can you provide some color there? Do you use a third-party valuation firm? Any color on the process and how often it takes place would be helpful. Sure.

So as mentioned, as everyone knows, we've got public investments and private investments in the portfolio. Public investments are marked using a third-party pricing service. Those instruments are marked daily. Our private investments, we use a third-party valuation firm. and the third-party valuation firm used to provide valuations on a monthly basis, and intra-month, those positions would be internally marked to the extent there was any material events or news flow causing valuation to change. In 2024, the firm is The fund is continuing its process on the public side of kind of daily marking those instruments, but we're moving to third-party marks, third-party private valuations being done on a quarterly basis with internal marks on those positions inter-quarter. We believe that's more consistent with industry practices and will also lead to some G&A savings for the fund.

And the next question, I'm curious to your views of the macro environment today and expectations for the year. Where do you see rates headed at the end of the year? Any macro thoughts that your investment team considers when making investments would be helpful?

Yeah, so I think we see rates in the current range for the foreseeable future and really don't expect any meaningful rate cuts in 2024. Obviously, we sensitize all of our investments for different rate environments, and when we put something in the portfolio, we're trying not to make an explicit bet on a change in interest rates because it's sort of outside of our purview to make a strong call on that. Across the portfolio, performance has been strong at the individual company level, which is always something we pay attention to and get a lot of information from. Looking more top-down, I think the outlook that we expect is a benign one with pockets of weakness in certain areas. We're certainly seeing some weakness in the low-end consumer, and then there are also a couple of changes in certain sectors. Commercial real estate clearly has been mentioned, certain things that are subject to changes in buying patterns. which can create idiosyncratic weakness, and occasionally that's an opportunity to earn outsized risk returns for us in certain investments.

Thank you. Next question on your dividend strategy. Can you talk about the strategy? You've raised your dividend a few times since the listing in November of 2022, and coverage is still fairly high here. Any thoughts around the strategy and if you would evaluate any changes to the dividend in the future?

So the first thing I would say is, you know, we are focused on our total returns for shareholders, you know, first and foremost. And, you know, we're very proud of our performance As mentioned, the fund returned greater than 20% on a net basis last year. That's a total return basis dividend, you know, plus NAV changes. And the stock returned a total of 37%. You know, with respect to the dividend, you know, our policy is to generally try to pay out projected net income. but to take into account, you know, what is going on, you know, in the market, you know, interest rate curves and, you know, other market changes on the horizon. You know, right now our dividend is more than covered by net income, but we are facing a downward, you know, sloping yield curve. So, you know, we will continue to kind of reevaluate, you know, whether or not, you know, the current dividend is appropriate. You know, generally speaking, you know, I think there's cushion, you know, in the near term, you know, for either maintaining or increasing the dividends.

Okay. And then the next question, given the discount at which the stock trades compared to its net asset value, would you consider a share purchase program?

The board is constantly, you know, looking at, you know, all different things with respect to, you know, kind of use of capital. And it's a continuous discussion as to how best to allocate capital.

Okay, and then next question is on the balance sheet. Can you talk about leverage and targets on the capital structure?

Yeah, so portfolio leverage is a function of the composition of the asset pool and our views of the market opportunity. I think right now the asset side of the balance sheet is extremely high quality. You know, we continue to move up in terms of percentage of secured debt. And we're generally pleased with the performance of the investments in the portfolio. Given the high quality of the assets, we're comfortable using leverage in line with, as you would expect, the current leverage in the portfolio. But we do always want to maintain some capacity to add risk in the event of a market sell-off.

Great. And next question, can you discuss your fee structure relative to your peers and that closed-end fund space?

FFCO has a dynamic investment strategy with an allocation to private and public investments, which differentiates us from your typical closed-end fund, actually almost all closed-end funds. Also, our fund is more actively managed. from a content of the portfolio perspective as well as exposure perspective than most of the competitive closed-end funds that we look at. Our fee structure straddles the closed-end fund space and the publicly traded VDC space. As Nick mentioned, you know, roughly half of our investments are in private credit, which are highly tailored investments that, you know, frankly, require more intensive sourcing and more intense structuring and diligence than traditional BDC credit. So our fee structure really straddles both private credit funds and public credit funds. And while the fund does pay an incentive fee, it's well below the average incentive fee of a BDC

Great. Next question, what was the percentage of non-accrual assets for the portfolio at the end of the year?

On a fair value basis, it was around 1.3%, and on a cost basis, it was approximately 3%. Those are year-end figures. Those figures are down from 2% on a fair value basis as of June 30th, and 4% on a cost basis as of June 30th.

Okay, great. That addresses all the questions on today's call. I'd like to thank all of you for joining the year-end call today. And if you have any further questions, please feel free to reach out to myself, Robert Vaughan,