Exhibit 99.1
FS/KKR Announces Merger and Liquidity Plan forNon-Traded BDCs
Combination expected to create second-largest BDC with over $9 billion in assets, enhanced portfolio diversification and lower operating costs
Transaction represents first step in liquidity plan designed to maximize shareholder value
Philadelphia and New York, June 3, 2019– FS/KKR Advisor, LLC (FS/KKR), a partnership between FS Investments and KKR Credit Advisors (US) LLC, today announced a definitive agreement to merge fournon-traded business development companies (BDCs) under its advisement: FS Investment Corporation II (FSIC II), FS Investment Corporation III (FSIC III), FS Investment Corporation IV (FSIC IV) and Corporate Capital Trust II (CCT II). The common equity of the combined company is currently expected to be listed on the New York Stock Exchange in the fourth quarter of 2019, subject to final board approval and market conditions.
Under the terms of the agreement, shareholders of FSIC III, FSIC IV and CCT II will receive a number of FSIC II shares with a net asset value (NAV) equal to the NAV of the shares they hold in each respective fund, as determined shortly before closing. The combined company currently intends to issue approximately $1 billion of 5.50% perpetual preferred equity pro rata to holders of the combined company’s common equity prior to any public listing of the common equity, subject to final board approval. The combined company will remain advised by FS/KKR.
The combined entity will become the second-largest BDC by assets under management, with over $9 billion in assets on a pro forma basis as of March 31, 2019, and will benefit from enhanced portfolio diversification across asset classes and industries, with 208 portfolio companies across 20 industries on a pro forma basis as of March 31, 2019. The combined company’s enhanced scale will enable it to drive lower operating costs through the elimination of duplicative administrative, regulatory and professional expenses.
“Today’s announcement is an important next step as we continue to deliver on our commitment to create liquidity for our shareholders in thesenon-traded funds and maximize their value,” said Michael Forman, Chairman and CEO of FS Investments. “We believe the transaction and staged liquidity plan, as it is structured, is in the best interest of shareholders of each fund and positions the combined company for long-term success.”
Todd Builione, President of KKR Credit and Markets, added, “We expect this combination to enhance portfolio diversification and reduce operating expenses, as well as provide the combined company with a more flexible capital structure that will position it well to deliver strong investment performance.”
Compelling Strategic and Financial Benefits
• | | Approach Ensures Shareholders Receive Equal Value. TheNAV-for-NAV merger provides certainty around transaction pricing and ensures shareholders receive equal value in FSIC II common equity, subject to merger-related expenses and other adjustments. |
• | | Merger Enhances Portfolio Diversification. The merger reduces portfolio concentration in the top 10 investments and lowers single name exposure, while maintaining a focus on senior secured debt and floating rate debt. |
• | | Combination Reduces Operating Expenses. The combination eliminates duplicative operating expenses such as legal, audit, regulatory and administrative costs. The combined company will benefit from leveraging its enhanced scale to reduce borrowing costs and potentially access debt capital markets as a publicly traded company. |