Item 1.01. Entry into a Material Definitive Agreement
Amendment No. 2 to Second Amended and Restated Senior Secured Revolving Credit
Facility
On May 17, 2022, FS KKR Capital Corp., or the Company, as borrower, entered into
an amendment no. 2, or Amendment No. 2, with JPMorgan Chase Bank, N.A., or
JPMorgan, as administrative agent, ING Capital LLC, or ING, as collateral agent,
and the lenders party thereto, which amends the second amended and restated
senior secured revolving credit facility originally entered into on December 23,
2020, which was subsequently amended on September 27, 2021 (and as further
amended by Amendment No. 2, the Credit Agreement), among the Company, as
borrower, JPMorgan, as administrative agent, ING, as collateral agent, and the
lenders party thereto. Amendment No. 2 provides for, among other things, (a) an
upsize of the aggregate principal amount of the revolving credit commitments
under the Credit Agreement from $4,025,000,000 to $4,640,000,000, (b) an upsize
of the Company's option to request, at one or more times, that existing and/or
new lenders, at their election, provide additional commitments from an amount of
up to $2,012,500,000 of additional commitments to up to $2,320,000,000 of
additional commitments, (c) an extension of the revolving period from
December 23, 2024 to May 17, 2026, (d) an extension of the scheduled maturity
date from December 23, 2025 to May 17, 2027, (e) a reduction of the applicable
margin from 2.00% to 1.875% for term SOFR loans (or from 1.00% to 0.875% if the
Company elects the base rate option), with a step down to 1.75% for term SOFR
loans (or to 0.75% if the Company elects the base rate option) if the value of
the gross borrowing base is equal to or greater than 1.60 times the aggregate
amount of certain outstanding indebtedness of the Company, (f) a reduction of
the commitment fee from up to 0.50% per annum (based on the immediately
preceding quarter's average usage) to 0.375% per annum, in each case, on the
unused portion of its sublimit under the Credit Agreement during the revolving
period, (g) the replacement of the LIBOR benchmark provisions with SOFR
benchmark provisions, including applicable credit spread adjustments, (h) the
availability of a swingline subfacility of up to $100,000,000, (i) the deletion
of the requirement that the Company make mandatory prepayment of interest and
principal upon certain events at certain times when the Company's adjusted asset
coverage ratio is less than 185%, and (j) a reset of the minimum shareholders'
equity that must be maintained, measured as of each fiscal quarter end.
The foregoing description of Amendment No. 2 does not purport to be complete and
is qualified in its entirety by reference to the full text of Amendment No. 2
attached hereto as Exhibit 10.1.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information set forth under Item 1.01 of this current report on Form 8-K is
hereby incorporated in this Item 2.03 by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit
No. Description
10.1* Amendment No. 2, dated as of May 17, 2022, by and among FS KKR
Capital Corp., as borrower, JPMorgan Chase Bank, N.A., as
administrative agent, ING Capital LLC, as collateral agent, and the
lenders party thereto.
* Schedules to this Exhibit have been omitted in accordance with
Item 601 of Regulation S-K. The registrant agrees to furnish supplementally a
copy of all omitted schedules to the SEC upon its request.
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