Item 8.01. Other Events
Company-Focused Investment Funds
FS KKR Capital Corp. (the "Company") anticipates that certain directors and
officers of the Company and affiliates and employees of owners of the Company's
investment advisor, FS/KKR Advisor, LLC, (the "FS/KKR Advisor" and each, an
"FSK-Related Investor") will commit up to approximately $18 million to an
investment fund with aggregate commitments of up to approximately $124 million
established to invest from time to time in shares of the Company. The
FSK-Related Investors may fund their commitments from time to time with cash
from the disposition of shares of the Company or cash from other sources. The
investment fund will be managed by a third party and the FSK-Related Investors
will not exercise investment or voting control over the investment fund.
As previously announced, certain affiliates of the owners of FS/KKR Advisor have
also committed $100 million to a separate $350 million investment vehicle that
may invest from time to time in shares of the Company and its affiliate, FS KKR
Capital Corp. II ("FSK II").
There can be no assurance that these investment funds will purchase any Company
shares.
Reverse Stock Split
As previously disclosed, FSK II expects to implement a reverse stock split
shortly prior to the listing of its shares of common stock on the New York Stock
Exchange. In connection with such transaction, the Company also currently
anticipates implementing a reverse stock split of its outstanding common stock.
The Company intends that the reverse stock split will become effective in
accordance with the terms of the Articles of Amendment to the Company's charter
effecting the reverse stock split upon acceptance of such amendment for record
by the State Department of Assessments and Taxation of Maryland ("SDAT"). The
Company also intends to file a separate Articles of Amendment to its charter
with SDAT to provide that there will be no change in the par value of $0.001 per
share as a result of the reverse stock split.
Forward Looking Statements
Statements included herein may constitute "forward-looking" statements as that
term is defined in Section 27A of the Securities Act of 1933, and Section 21E of
the Securities Exchange Act of 1934, as amended by the Private Securities
Litigation Reform Act of 1995, including statements with regard to future events
or the future performance or operations of the Company. Words such as
"anticipates," "will," "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 to the
Company's operations or the economy generally due to terrorism, natural
disasters or pandemics such as COVID-19, future changes in laws or regulations
and conditions in the Company's operating area, unexpected costs, the
commitments of the FSK-Related Investors could be more or less than anticipated
and the investment fund may not purchase Company shares as anticipated or at
all. Some of these factors are enumerated in the filings the Company made with
the U.S. Securities and Exchange Commission. The inclusion of forward-looking
statements should not be regarded as a representation that any plans, estimates
or expectations will be achieved. Any forward-looking statements speak only as
of the date of this communication. Except as required by federal securities
laws, the Company undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. Readers are cautioned not to place undue reliance on any of
these forward-looking statements.
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