Form 8-K

FS KKR Capital Corp.

Date: October 13, 2021

/s/ Stephen Sypherd

Stephen Sypherd

General Counsel

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): October 12, 2021

FS KKR Capital Corp.

(Exact name of Registrant as specified in its charter)

Maryland

814-00757

26-1630040

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

201 Rouse Boulevard

Philadelphia, Pennsylvania

19112

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (215) 495-1150

None

(Former name or former address, if changed since 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Common stock

FSK

New York Stock Exchange

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 growth company

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.

On October 12, 2021, FS KKR Capital Corp. (the “Company”) and U.S. Bank National Association (the “Trustee”) entered into a Ninth Supplemental Indenture (the “Ninth Supplemental Indenture”) and a Tenth Supplemental Indenture (the “Tenth Supplemental Indenture”) to the Indenture, dated July 14, 2014, between the Company and the Trustee (the “Base Indenture”, and together with the Ninth Supplemental Indenture and the Tenth Supplemental Indenture, the “Indenture”). The Ninth Supplemental Indenture relates to the Company’s issuance of $500,000,000 aggregate principal amount of its 1.650% notes due 2024 (the “2024 Notes”). The Tenth Supplemental Indenture relates to the Company’s issuance of $750,000,000 aggregate principal amount of its 3.125% notes due 2028 (the “2028 Notes”, and together with the 2024 Notes, the “Notes”).

The 2024 Notes will mature on October 12, 2024 and the 2028 Notes will mature on October 12, 2028. The Notes may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The 2024 Notes bear interest at a rate of 1.650% per year, and the 2028 Notes bear interest at a rate of 3.125% per year, payable semi-annually on April 12th and October 12th of each year, commencing on April 12, 2022. The Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

The Indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the Investment Company Act of 1940, as amended, whether or not it is subject to those requirements, and to provide financial information to the holders of the Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.

In addition, on the occurrence of a “change of control repurchase event,” as defined in the Indenture, the Company will generally be required to make an offer to purchase the outstanding Notes at a price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest to the repurchase date.

The Notes were offered and sold in an offering registered under the Securities Act of 1933, as amended, pursuant to the Registration Statement on Form N-2 (File No. 333-260000) (the “Registration Statement”), the prospectus supplement dated October 4, 2021 and the pricing term sheet filed with the U.S. Securities and Exchange Commission on October 5, 2021. The transaction closed on October 12, 2021. The net proceeds to the Company were approximately $1,234,000,000, after deducting the underwriting discounts and commissions of approximately $12,500,000 payable by the Company and estimated offering expenses of approximately $600,000 payable by the Company. The Company intends to use the net proceeds for general corporate purposes, including to repay outstanding indebtedness under its financing arrangements.

The foregoing descriptions of the Ninth Supplemental Indenture, the Tenth Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Ninth Supplemental Indenture, the Tenth Supplemental Indenture and the Notes, respectively, each filed as exhibits hereto and incorporated by reference herein.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 7.01.

Regulation FD Disclosure.

On October 12, 2021, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1.

The information in this Item 7.01, including Exhibit 99.1 and the information set forth therein, is deemed to have been furnished to, and shall not be deemed to be “filed” with, the U.S. Securities and Exchange Commission.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


EXHIBIT NUMBER		DESCRIPTION

4.1		Ninth Supplemental Indenture, dated as of October 12, 2021, relating to the 1.650% Notes due 2024, by and between the Company and U.S. Bank National Association, as trustee.

4.2		Form of 1.650% Notes due 2024. (Incorporated by reference to Exhibit 4.1 hereto.)

4.3		Tenth Supplemental Indenture, dated as of October 12, 2021, relating to the 3.125% Notes due 2028, by and between the Company and U.S. Bank National Association, as trustee.

4.4		Form of 3.125% Notes due 2028. (Incorporated by reference to Exhibit 4.3 hereto.)

5.1		Opinion of Dechert LLP.

5.2		Opinion of Miles & Stockbridge P.C.

23.1		Consent of Dechert LLP (included in Exhibit 5.1).

23.2		Consent of Miles & Stockbridge P.C. (included in Exhibit 5.2).

99.1		Press Release, dated October 12, 2021.

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.