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): June 8, 2020
FS KKR Capital Corp. II
(Exact name of Registrant as specified in its charter)
Maryland | 814-00926 | 80-0741103 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
201 Rouse Boulevard 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 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 exchange on which registered |
||
N/A | N/A | N/A |
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 8.01. |
Other Events. |
On June 8, 2020, FS KKR Capital Corp. II (the "Company") issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K and the presentation attached hereto may contain certain forward-looking statements, including statements with regard to future events or the future performance or operation of the Company. Words such as “pro forma,” “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 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 ability of the Company to complete the listing of its common stock on the New York Stock Exchange, the price at which the Company’s shares of common stock may trade on the New York Stock Exchange, the lower asset coverage ratio not being approved by the Company’s shareholders, the Company not being able to utilize the additional leverage capacity, the Company’s investment yield being less than 10%, and cost saving opportunities not materializing in the amounts expected or at all. Some of these factors are enumerated in the filings the Company makes with the SEC. 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. 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.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
EXHIBIT NUMBER |
DESCRIPTION |
|
Press Release, dated June 8, 2020 |
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. II | ||||||
Date: June 8, 2020 | By: |
/s/ Stephen Sypherd |
||||
Stephen Sypherd | ||||||
General Counsel |
Exhibit 99.1
FS KKR Capital Corp. II Announces Engagement of Lead Advisors for Upcoming Listing
PHILADELPHIA AND NEW YORK – June 8, 2020 – FS KKR Capital Corp. II (FSK II), announced today that it has retained J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Keefe, Bruyette & Woods, Inc. and SunTrust Robinson Humphrey, Inc. to serve as lead advisors to FSK II in connection with its proposed listing (the “Listing”) of its shares of common stock on the New York Stock Exchange (the “NYSE”).
Michael Forman, Chief Executive Officer of FSK II, commented, “We believe that engaging top-tier banks like J.P. Morgan, Morgan Stanley, KBW and SunTrust will help position us well for our upcoming Listing on the NYSE. We expect to benefit from the expertise of these banks as we look forward to completing the Listing and further strengthening FSK II’s position as a leading BDC.”
Subject to market conditions, FSK II continues to anticipate that its shares of common stock will commence trading on the NYSE with the ticker symbol “FSKR” on or around June 17, 2020. There can be no assurance that FSK II will be able to complete the Listing on the expected timeframe, or at all.
About FS KKR Capital Corp. II
FSK II is a non-traded business development company (BDC) focused on providing customized credit solutions to private middle market U.S. companies. FSK II seeks to invest primarily in the senior secured debt and, to a lesser extent, the subordinated debt of private middle market companies. FSK II is advised by FS/KKR Advisor, LLC.
About FS/KKR Advisor, LLC
FS/KKR Advisor, LLC is a partnership between FS Investments and KKR Credit that serves as the investment adviser to BDCs with approximately
$15.6 billion in assets under management as of March 31, 2020. The BDCs managed by FS/KKR Advisor, LLC are FS KKR Capital Corp.
and FS KKR Capital Corp. II.
FS Investments is a leading asset manager dedicated to helping individuals, financial professionals and institutions design better portfolios. The firm provides access to alternative sources of income and growth, and focuses on setting industry standards for investor protection, education and transparency. FS Investments is headquartered in Philadelphia, PA with offices in New York, NY, Orlando, FL, Washington, DC and Leawood, KS.
KKR Credit is a subsidiary of KKR & Co. Inc., a leading global investment firm that manages multiple alternative asset classes, including private equity, energy, infrastructure, real estate and credit, with strategic manager partnerships that manage hedge funds. KKR aims to generate attractive investment returns for its fund investors by following a patient and disciplined investment approach, employing world-class people, and driving growth and value creation with KKR portfolio companies. KKR invests its own capital alongside the capital it manages for fund investors and provides financing solutions and investment opportunities through its capital markets business. References to KKR’s investments may include the activities of its sponsored funds.
Forward-Looking Statements and Important Disclosure Notice
This announcement may contain certain forward-looking statements, including statements with regard to future events or the future performance or operations of FSK II. 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 II’s operations or the economy generally due to terrorism, natural disasters or pandemics including COVID-19, and future changes in laws or regulations and conditions in FSK II’s operating area. Some of these factors are enumerated in the filings FSK II makes with the SEC. FSK II undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Contact Information:
Investor Relations Contact
Robert Paun
Robert.Paun@fsinvestments.com
Media Contact
Melanie Hemmert
Media@fsinvestments.com