UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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): December 17, 2019
FS KKR Capital Corp.
(Exact name of Registrant as specified in its charter)
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| 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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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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 Rule12b-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 anOff-Balance Sheet Arrangement of a Registrant.
On December 17, 2019, FS KKR Capital Corp. (the “Company”) issued an additional $45 million aggregate principal amount of its 4.125% notes due 2025 (the“Add-On Notes”). TheAdd-On Notes were issued as additional notes under the Fifth Supplemental Indenture, dated November 20, 2019 (the “Fifth Supplemental Indenture”), between the Company and 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 Fifth Supplemental Indenture, the “Indenture”), pursuant to which the Company issued $425 million aggregate principal amount of its 4.125% notes due 2025 on November 20, 2019 (the “Existing Notes,” and together with theAdd-On Notes, the “Notes”). TheAdd-On Notes are being treated as a single series with the Existing Notes under the Indenture and for U.S. federal income tax purposes. TheAdd-On Notes have identical terms as the Existing Notes, other than the issue date and offering price. TheAdd-On Notes have the same CUSIP number and are fungible and rank equally with the Existing Notes.
TheAdd-On Notes will mature on February 1, 2025 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. TheAdd-On Notes bear interest at a rate of 4.125% per year. Interest on theAdd-On Notes will accrue from November 20, 2019. Interest will be payable semi-annually in arrears on February 1st and August 1st of each year, commencing on August 1, 2020. TheAdd-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 theAdd-On Notes, rankpari 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.
TheAdd-On Notes were offered and sold in an offering registered under the Securities Act of 1933, as amended, pursuant to the Registration Statement on FormN-2 (FileNo. 333-231221), the prospectus supplement dated December 10, 2019 and the pricing term sheet filed with the U.S. Securities and Exchange Commission on December 10, 2019. The transaction closed on December 17, 2019. The net proceeds to the Company were approximately $44.2 million, after deducting the underwriting discounts of approximately $360,000 payable by the Company and estimated offering expenses of approximately $300,000 payable by the Company. The Company intends to use the net proceeds to repay outstanding indebtedness under its financing arrangements.
The foregoing descriptions of the Fifth Supplemental Indenture and theAdd-On Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Fifth Supplemental Indenture and the Form of 4.125% Notes due 2025, respectively, filed as Exhibits 4.1 and 4.2 to the Company’s Current Report on Form8-K filed with the SEC on November 20, 2019 and incorporated herein by reference.
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.
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| | | | FS KKR Capital Corp. |
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| Date: December 17, 2019 | | | | By: | | /s/ Stephen Sypherd |
| | | | | | Stephen Sypherd |
| | | | | | General Counsel |
