Item 2.02. Results of Operations and Financial Condition.
On February 1, 2021, FS KKR Capital Corp. (the "Company") issued a press release
(the "Press Release") providing certain preliminary estimates of its results for
the quarter ended December 31, 2020 and announced that it will host a conference
call at 8:00 a.m. (Eastern Time) on Tuesday, March 2, 2021, to discuss its
fourth quarter and full year 2020 results.
The information in this Item 2.02, 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 7.01. Regulation FD Disclosure.
On February 1, 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.
Forward-Looking Statements
Statements included herein may constitute "forward-looking" statements as that
term is defined in Section 27A of the Securities Act, and Section 21E of the
Exchange Act, 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 FS KKR Capital Corp. ("FSK") and FS KKR Capital
Corp. II ("FSKR" and together with FSK, the "Funds"). 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 to a Fund'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 a Fund's operating area,
failure to obtain requisite stockholder approval for the Proposals (as defined
below) set forth in the Proxy Statement (as defined below), failure to
consummate the business combination transaction involving the Funds, the price
at which shares of FSK's and FSKR's common stock trade on the New York Stock
Exchange, uncertainties as to the timing of the consummation of the business
combination transaction involving the Funds, unexpected costs, charges or
expenses resulting from the business combination transaction involving the Funds
and failure to realize the anticipated benefits of the business combination
transaction involving the Funds. Some of these factors are enumerated in the
filings the Funds made with the U.S. Securities and Exchange Commission (the
"SEC") and will also be contained in the Proxy Statement when such document
becomes available. 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 Funds
undertake 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.
Additional Information and Where to Find It
This communication relates to a proposed business combination involving the
Funds, along with related proposals for which stockholder approval will be
sought (collectively, the "Proposals"). On December 23, 2020, FSK filed with the
SEC a preliminary registration statement on Form N-14(333-251667) that includes
a preliminary joint proxy statement of the Companies (the "Proxy Statement") and
a prospectus of FSK. This communication does not constitute an offer to sell or
the solicitation of an offer to buy any securities or a solicitation of any vote
or approval. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act.
STOCKHOLDERS OF THE COMPANIES ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED
WITH THE SEC, INCLUDING THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
COMPANIES, THE BUSINESS COMBINATION TRANSACTION INVOLVING THE COMPANIES AND THE
PROPOSALS. Investors and security holders will be able to obtain the documents
filed with the SEC free of charge at the SEC's web site, http://www.sec.gov,
FSK's website, https://www.fskkradvisor.com/fsk or FSKR's website,
https://www.fskkradvisor.com/fskr.
--------------------------------------------------------------------------------
Participants in the Solicitation
The Funds and their respective directors, executive officers and certain other
members of management and employees, including employees of FS/KKR Advisor, LLC,
FS Investments, KKR Credit Advisors (US) LLC and their respective affiliates,
may be deemed to be participants in the solicitation of proxies from the
stockholders of the Funds in connection with the Proposals. Information
regarding the persons who may, under the rules of the SEC, be considered
participants in the solicitation of the Funds' stockholders in connection with
the Proposals will be contained in the Proxy Statement when such document
becomes available. This document may be obtained free of charge from the sources
indicated above.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT
NUMBER DESCRIPTION
99.1 Press Release, dated February 1, 2021.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses