Current Report Filing (8-k)
November 19 2019 - 5:01AM
Edgar (US Regulatory)
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): November 13, 2019
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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Registrants 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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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).
☐ 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 1.01.
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Entry into a Material Definitive Agreement.
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On November 13, 2019, FS KKR Capital Corp. (the Company) entered into an underwriting agreement (the Underwriting
Agreement) by and among the Company, FS/KKR Advisor, LLC and J.P. Morgan Securities LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and SunTrust Robinson Humphrey, Inc., as representatives of
the underwriters named in Schedule A thereto, in connection with the issuance and sale of $425,000,000 aggregate principal amount of the Companys 4.125% Notes due 2025 (the Offering).
The Offering was made pursuant to the Companys effective shelf registration statement on Form
N-2 (Registration No. 333-231221) previously filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement dated
November 13, 2019 and a final prospectus supplement dated November 13, 2019.
The foregoing description of the Underwriting
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement filed with this report as Exhibit 1.1 and which is incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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EXHIBIT
NUMBER
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DESCRIPTION
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1.1
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Underwriting Agreement, dated November
13, 2019, by and among FS KKR Capital Corp., FS/KKR Advisor, LLC and J.P. Morgan Securities LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and SunTrust Robinson Humphrey, Inc., as representatives of the
underwriters named in Schedule A thereto.
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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: November 18, 2019
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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 (NYSE:FSK)
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