8-K
FS KKR Capital Corp (FSK)
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):September 19, 2025
FS KKR Capital Corp.
(Exact name of Registrant as specified in itscharter)
| Maryland | 814-00757 | 26-1630040 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 201 Rouse Boulevard<br><br> <br>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<br> 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 exchangeon 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 7.01. Regulation FD Disclosure.
On September 19, 2025, FS KKR Capital Corp. 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<br><br> <br>NUMBER | DESCRIPTION |
|---|---|
| 99.1 | Press<br> Release, dated September 19, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: September 19, 2025 | By | /s/ Stephen Sypherd |
| Stephen Sypherd | ||
| General Counsel |
Exhibit 99.1
FOR IMMEDIATE RELEASE
FSK Prices Public Offering of $400,000,000 6.125%Unsecured Notes Due 2031
PHILADELPHIA, PA and NEW YORK, NY – September 19, 2025 – FS KKR Capital Corp. (NYSE: FSK) announced that it has priced an underwritten public offering of $400,000,000 in aggregate principal amount of its 6.125% unsecured notes due 2031 (the “Notes”). The Notes will mature on January 15, 2031 and may be redeemed in whole or in part at FSK’s option at any time at par plus a “make-whole” premium, provided that the Notes may be redeemed at par one month prior to their maturity. The offering is expected to close on September 25, 2025, subject to customary closing conditions.
BofA Securities, Inc., BMO Capital Markets Corp., ING Financial Markets LLC, J.P. Morgan Securities LLC, KKR Capital Markets LLC, SMBC Nikko Securities America, Inc., Truist Securities, Inc., MUFG Securities Americas Inc., Mizuho Securities USA LLC, TD Securities (USA) LLC, HSBC Securities (USA) Inc. and RBC Capital Markets, LLC are acting as joint book-running managers for this offering. BNP Paribas Securities Corp., Citigroup Global Markets Inc., CIBC World Markets Corp., Goldman Sachs & Co. LLC, Barclays Capital Inc., Morgan Stanley & Co. LLC, SG Americas Securities, LLC and UBS Securities LLC are acting as joint lead managers for this offering. ICBC Standard Bank Plc, R. Seelaus & Co., LLC, U.S. Bancorp Investments, Inc., Keefe, Bruyette & Woods, Inc. and Oppenheimer & Co. Inc are acting as co-managers for this offering.
FSK intends to use the net proceeds of this offering for general corporate purposes, including potentially repaying outstanding indebtedness under credit facilities and certain notes.
Other Information
Investors are advised to carefully considerthe investment objectives, risks, charges and expenses of FSK before investing. The pricing term sheet dated September 18, 2025,the preliminary prospectus supplement dated September 18, 2025, and the accompanying prospectus dated September 19, 2024, eachof which has been filed with the U.S. Securities and Exchange Commission (the “SEC”), contain this and other information aboutFSK and should be read carefully before investing.
The information in the pricing term sheet,the preliminary prospectus supplement, the accompanying prospectus and this press release is not complete and may be changed. The pricingterm sheet, the preliminary prospectus supplement, the accompanying prospectus and this press release are not offers to sell any securitiesof FSK and are not soliciting an offer to buy such securities in any state or jurisdiction where such offer and sale is not permitted.
FSK’s shelf registration statement ison file and was deemed immediately effective upon filing with the SEC. Before you invest, you should read the prospectus in that registrationstatement, the preliminary prospectus supplement and other documents FSK has filed with the SEC for more complete information about FSKand this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, FSK, anyunderwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and accompanying prospectusif you request it, by calling BofA Securities, Inc. at 1-800-294-1322; BMO Capital Markets Corp. at 1-866-864-7760; ING FinancialMarkets LLC at 1-646-424-6718; J.P. Morgan Securities LLC at 1-212-834-4533; KKR Capital Markets LLC at 1-212-230-9433; SMBC Nikko SecuritiesAmerica, Inc. at 1-888-868-6856; or Truist Securities, Inc. at 1-800-685-4786.
About FS KKR Capital Corp.
FSK is a leading publicly traded business development company (BDC) focused on providing customized credit solutions to private middle market U.S. companies. FSK seeks to invest primarily in the senior secured debt and, to a lesser extent, the subordinated debt of private middle market companies. FSK is advised by FS/KKR Advisor, LLC.
About FS/KKR Advisor, LLC
FS/KKR Advisor, LLC (FS/KKR) is a partnership between Future Standard, formerly FS Investments, and KKR Credit that serves as the investment adviser to FSK and other business development companies.
Future Standard is a global alternative asset manager serving institutional and private wealth clients, investing across private equity, credit and real estate. With a 30+ year track record of value creation and over $86 billion in assets under management, we back the business owners and financial sponsors that drive growth and innovation across the middle market, transforming untapped potential into durable value.
KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries.
Forward-Looking Statements and Important DisclosureNotice
This announcement may contain certain forward-looking statements, including statements with regard to future events or future performance or operations of FSK. Words such as “believes,” “expects,” “projects,” and “future” or similar expressions are intended to identify forward-looking statements. 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. Factors that could cause actual results to differ materially include changes in the economy, risks associated with possible disruption in FSK’s operations or the economy generally due to terrorism, geo-political risks, natural disasters or pandemics, future changes in laws or regulations and conditions in FSK’s operating area and the price at which shares of FSK’s common stock trade on the New York Stock Exchange. Some of these factors are enumerated in the filings FSK makes with the SEC. FSK undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
The press release above contains summaries of certain financial and statistical information about FSK. The information contained in this press release is summary information that is intended to be considered in the context of FSK’s SEC filings and other public announcements that FSK may make, by press release or otherwise, from time to time. FSK undertakes no duty or obligation to update or revise the information contained in this press release. In addition, 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 FSK, or information about the market, as indicative of FSK’s future results.
Contact Information:
Investor Relations Contact
Anna Kleinhenn
Anna.Kleinhenn@futurestandard.com
Future Standard Media Team
Melanie Hemmert
Melanie.Hemmert@futurestandard.com