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OFFON

FS KKR CAPITAL CORP.

(FSK)
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FS KKR CAPITAL CORP : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

10/13/2021 | 09:21am EST

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.

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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.

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© Edgar Online, source Glimpses

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