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 15, 2020
FS
KKR Capital Corp.
(Exact
name of Registrant as specified in its charter)
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Maryland
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814-00757
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26-1630040
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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201
Rouse Boulevard
Philadelphia,
Pennsylvania
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19112
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(Address
of principal executive offices)
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(Zip
Code)
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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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange
on
which registered
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Common
stock
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FSK
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New
York Stock Exchange
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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).
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☐
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Emerging
growth company
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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. ☐
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
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FS
KKR Capital Corp. (the "Company") filed Articles of Amendment to its Articles of Incorporation (the “Reverse Stock
Split Amendment”) with the State Department of Assessments and Taxation of the State of Maryland to effect a 4 to 1 reverse
split of the Company’s shares of common stock (the “Reverse Stock Split”). The Reverse Stock Split became effective
in accordance with the terms of the Reverse Stock Split Amendment on June 15, 2020. The Company also filed a separate Articles
of Amendment to Articles of Incorporation (the “Par Value Amendment”) with the State Department of Assessments and
Taxation of the State of Maryland 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.
As
a result of the Reverse Stock Split, every four shares of the Company’s common stock issued and outstanding will be automatically
combined into one share of the Company’s common stock, and the number of outstanding shares of the Company’s common
stock will be reduced from approximately 495 million to approximately 123.75million.
The
foregoing descriptions of the Reverse Stock Split Amendment and the Par Value Amendment do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, the full text of the Reverse Stock Split Amendment and the Par
Value Amendment, copies of which are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.
On
June 15, 2020, 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 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 “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, and the price at which shares of common stock may trade on the New York Stock
Exchange. Some of these factors are enumerated in the filings the Company makes with the Securities and Exchange Commission. The
Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise.
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Item 9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
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DESCRIPTION
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3.1
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Reverse
Stock Split Amendment.
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3.2
99.1
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Par
Value Amendment.
Press
Release, dated June 15, 2020.
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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.
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FS
KKR Capital Corp.
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Date:
June 15, 2020
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By:
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/s/
Stephen Sypherd
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Stephen
Sypherd
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General
Counsel
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FS KKR Capital Corp. 8-K
Exhibit
3.1
fs
kkr capital corp.
ARTICLES
OF AMENDMENT
THIS
IS TO CERTIFY THAT:
FIRST:
The charter (the “Charter”) of FS KKR Capital Corp., a Maryland corporation (the “Corporation”), is hereby
amended to provide that, upon the Effective Time (as defined below), every four shares of common stock, $0.001 par value per share,
of the Corporation which are issued and outstanding immediately prior to the Effective Time shall be changed into one issued and
outstanding share of common stock, $0.004 par value per share, of the Corporation.
SECOND:
The amendment to the Charter as set forth in Article FIRST herein has been duly approved by at least a majority of the entire
board of directors of the Corporation as required by law. The amendment set forth herein is limited to a change authorized to
be made without action by the stockholders of the Corporation, pursuant to Section 2-309(e) of the Maryland General Corporation
Law.
THIRD:
There has been no increase in the authorized stock of the Corporation effected by the amendment to the Charter as set forth above.
FOURTH:
These Articles of Amendment shall be effective at 5:00 p.m. Eastern Standard Time on June 15, 2020 (the “Effective Time”).
FIFTH:
The undersigned officer acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters
or facts required to be verified under oath, the undersigned acknowledges that, to the best of such officer’s knowledge,
information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties
for perjury.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief
Executive Officer and attested to by its General Counsel and Secretary on this 10th day of June, 2020.
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ATTEST:
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FS
KKR CAPITAL CORP.
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/s/
Stephen S. Sypherd
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By:
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/s/
Michael C. Forman
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(SEAL)
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Name:
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Stephen
S. Sypherd
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Name:
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Michael
C. Forman
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Title:
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General
Counsel and Secretary
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Title:
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Chief
Executive Officer
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[Signature Page to FSK Reverse Stock Split Amendment]
FS KKR Capital Corp. 8-K
Exhibit
3.2
FS
KKR capital corp.
ARTICLES
OF AMENDMENT
THIS
IS TO CERTIFY THAT:
FIRST:
The charter (the “Charter”) of FS KKR Capital Corp., a Maryland corporation (the “Corporation”), is hereby
amended to decrease the par value of the shares of common stock of the Corporation issued and outstanding immediately prior to
the Effective Time (as defined below) from $0.004 per share to $0.001 per share.
SECOND:
The amendment to the Charter as set forth in Article FIRST herein has been duly approved by at least a majority of the entire
board of directors of the Corporation as required by law. The amendment set forth herein is limited to a change authorized to
be made without action by the stockholders of the Corporation, pursuant to Section 2-605(a)(2) of the Maryland General Corporation
Law.
THIRD:
There has been no increase in the authorized stock of the Corporation effected by the amendment to the Charter as set forth above.
FOURTH:
These Articles of Amendment shall be effective at 5:05 p.m. Eastern Standard Time on June 15, 2020 (the “Effective Time”).
FIFTH:
The undersigned officer acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters
or facts required to be verified under oath, the undersigned acknowledges that, to the best of such officer’s knowledge,
information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties
for perjury.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief
Executive Officer and attested to by its General Counsel and Secretary on this 10th day of June, 2020.
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ATTEST:
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FS
KKR CAPITAL CORP.
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/s/
Stephen S. Sypherd
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By:
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/s/
Michael C. Forman
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(SEAL)
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Name:
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Stephen
S. Sypherd
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Name:
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Michael
C. Forman
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Title:
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General
Counsel and Secretary
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Title:
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Chief
Executive Officer
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[Signature Page
to FSK Par Value Amendment]
FS KKR Capital Corp. 8-K
Exhibit
99.1
FS
KKR Capital Corp. Announces Effectiveness of Four-to-One Reverse Stock Split
PHILADELPHIA,
PA, June 15, 2020 – FS KKR Capital Corp. (NYSE: FSK), a leading publicly traded business development company focused on
providing customized credit solutions to private middle market U.S. companies, reported that its previously announced reverse
stock split became effective following the close of trading on June 15, 2020. As a result, the Company’s common stock will
commence trading on the New York Stock Exchange (NYSE) on a split-basis on June 16, 2020. As a result of the reverse stock split,
the share count will be reduced on a 4 : 1 basis, such that each shareholder will receive 1 share for every 4 shares owned. The
Company also filed a separate Articles of Amendment to its charter 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.
There
is not expected to be any direct economic consequence to the Company or its shareholders from the reverse stock split. The reverse
stock split will not change the authorized number of shares of the Company’s common stock. The reverse stock split will
affect all shareholders uniformly and will not alter any shareholder's percentage interest in the Company's equity, except to
the extent that the reverse stock split would result in some shareholders owning a fractional share. In that regard, no fractional
shares will be issued in connection with the reverse split. Shareholders of record who would otherwise be entitled to receive
a fractional share will instead receive a cash payment based on the closing price of the Company's common stock as reported on
the NYSE today.
As
previously disclosed, the Company's board of directors declared a regular quarterly cash distribution of $0.15 per share, which
will be paid on or about July 2, 2020 to shareholders of record as of the close of business on June 17, 2020. As a result of the
reverse stock split, the cash distribution to be paid on or about July 2, 2020 will instead be $0.60 per share (i.e., the aggregate
amount that would have been payable on four shares prior to the reverse stock split).
The
Depository Trust Company is acting as the exchange agent and DST Systems, Inc. is acting as the transfer agent for the reverse
stock split. Shareholders holding their shares in book-entry form or in brokerage accounts need not take any action in connection
with the reverse stock split. Beneficial holders are encouraged to contact their bank, broker or custodian with any procedural
questions.
About
FS KKR Capital Corp.
FS
KKR Capital Corp. (NYSE: FSK) is a leading publicly traded business development company (BDC) focused on providing customized
credit solutions to private middle market U.S. companies. FSK seeks to invest primarily in the senior secured debt and, to a lesser
extent, the subordinated debt of private middle market companies. FSK is advised by FS/KKR Advisor, LLC. For more information,
please visit www.fskkrcapitalcorp.com.
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. Visit www.fsinvestments.com to learn more.
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. For additional
information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.
Forward-Looking
Statements
This
announcement 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 “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, and the price at which shares of common stock trade on the NYSE. Some of these factors are enumerated in the filings
the Company makes with the Securities and Exchange Commission. The Company 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
FS
Investments Media Team
Melanie
Hemmert
Melanie.Hemmert@fsinvestments.com
Media
(KKR)
Kristi Huller or Cara Kleiman Major
media@kkr.com
212-750-8300