UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On December 27, 2024, FS KKR Capital Corp. (the “Company”) issued an additional $100 million aggregate principal amount of its 6.125% notes due 2030 (the “Add-On Notes”). The Add-On Notes were issued as additional notes under the Fourteenth Supplemental Indenture, dated November 20, 2024 (the “Fourteenth Supplemental Indenture”) between the Company and U.S. Bank Trust Company, National Association (as successor-in-interest to U.S. Bank National Association) (the “Trustee”), to the Base Indenture, dated July 14, 2014, between the Company and the Trustee (the “Base Indenture”; and together with the Fourteenth Supplemental Indenture, the “Indenture”), pursuant to which the Company issued $600 million aggregate principal amount of its 6.125% notes due 2030 on November 20, 2024 (the “Existing Notes” and, together with the Add-On Notes, the “Notes”). The Add-On Notes are being treated as a single series with the Existing Notes under the Indenture and for U.S. federal income tax purposes. The Add-On Notes have identical terms as the Existing Notes, other than the issue date and offering price. The Add-On Notes have the same CUSIP number and are fungible and rank equally with the Existing Notes.
The Add-On Notes will mature on January 15, 2030 and 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 Notes bear interest at a rate of 6.125% per year payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2025. Interest on the Add-On Notes will accrue from November 20, 2024. The Add-On 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 Add-On 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 Add-On 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. 333-282226) (the “Registration Statement”), the prospectus supplement dated December 20, 2024 and the pricing term sheet filed with the U.S. Securities and Exchange Commission on December 20, 2024. The transaction closed on December 27, 2024. The net proceeds to the Company were approximately $98.3 million, after deducting the underwriting discounts and commissions of $1.0 million payable by the Company and estimated offering expenses of approximately $0.2 million payable by the Company. The Company intends to use the net proceeds for general corporate purposes, including potentially repaying outstanding indebtedness under its credit facilities and certain notes.
The foregoing descriptions of the Fourteenth 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 Fourteenth Supplemental Indenture and the Notes, respectively, each filed as exhibits to the Company’s Current Report on Form 8-K filed with the SEC on November 20, 2024 and incorporated by reference herein.
| Item 7.01. | Regulation FD Disclosure. |
On December 27, 2024, 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
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.
| FS KKR Capital Corp. | ||||||
| Date: December 27, 2024 | By: | /s/ Stephen Sypherd | ||||
| Stephen Sypherd | ||||||
| General Counsel | ||||||