8-K

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): March 1, 2021

FS KKR Capital Corp.

(Exact name of Registrant as specified in its charter)

Maryland	814-00757	26-1630040
(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
Common stock	FSK	New York Stock Exchange

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 2.02. Results of Operations and Financial Condition.

On March 1, 2021, FS KKR Capital Corp. (the “Company”) issued a press release (the “Press Release”) providing an overview of its results for the quarter and year ended December 31, 2020.

A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

In the Press Release, the Company announced a regular cash distribution of $0.60 per share, which will be paid on or about April 2, 2021 to stockholders of record as of the close of business on March 17, 2021.

The Company will make available under the “Events + presentation” page within the “Investor relations” section of the Company’s website (www.fskkradvisor.com/fsk) a presentation containing financial and operating information in advance of its previously announced March 2, 2021 conference call.

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.

Item 9.01. Financial Statements and Exhibits.

  (d)         Exhibits.

EXHIBIT NUMBER	DESCRIPTION
99.1	Press Release, dated March 1, 2021.

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.
Date: March 1, 2021	By:	/s/ Stephen Sypherd
		Stephen Sypherd
		General Counsel

EX-99.1

Exhibit 99.1

FS KKR Capital Corp. Announces Fourth Quarter and Annual 2020 Results and

Declares Distribution for First Quarter

PHILADELPHIA, PA, March 1, 2021 – 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, announced its financial and operating results for the quarter and year ended December 31, 2020, and that its board of directors has declared a first quarter 2021 distribution totaling $0.60 per share.

Financial and Operating Highlights for the Quarter Ended December 31, 2020⁽¹⁾

• Net investment income of $0.63 per share, compared to $0.63 per share for the quarter ended September 30, 2020

• Adjusted net investment income of $0.72 per share, compared to $0.63 per share for the quarter ended September 30, 2020⁽²⁾

• Total net realized and unrealized gain of $0.53 per share, compared to a total net realized and unrealized gain of $1.06 per share for the quarter ended September 30, 2020

• Paid cash distributions to stockholders totaling $0.60 per share⁽³⁾

• Total purchases of $613 million versus $595 million of sales and repayments, including $97 million of sales to its joint venture Strategic Credit Opportunities Partners, LLC, or SCJV

• Net asset value of $25.02 per share, compared to $24.46 per share as of September 30, 2020

Financial and Operating Highlights for the Year Ended December 31, 2020⁽¹⁾

• Net investment income of $2.66 per share, compared to $3.16 per share for the year ended December 31, 2019

• Total net realized and unrealized loss of $5.92 per share, compared to a total net realized and unrealized loss of $1.26 per share for the year ended December 31, 2019

• Paid cash distributions to stockholders totaling $2.56 per share⁽³⁾

“We were pleased to conclude 2020 with such a positive quarter,” commented Michael C. Forman, CEO & Chairman. “Across our BDC franchise during the fourth quarter, we originated approximately $1.9 billion of new investments, $613 million of which were within FSK. At FSK, our net investment income per share more than covered our $0.60 quarterly dividend, and our net asset value increased by 2.3% quarter over quarter. Additionally, in November we announced the proposed merger of FSK and FSKR, which would create a single BDC with approximately $16 billion in assets, and in December we accessed the public debt markets raising $1 billion in long term, unsecured capital at attractive rates. As a result, we enter 2021 with excitement regarding our prospects from both an operational and investment standpoint.”

Declaration of Distribution for First Quarter 2021

FSK’s board of directors has declared a cash distribution for the first quarter of $0.60 per share, which will be paid on or about April 2, 2021 to stockholders of record as of the close of business on March 17, 2021.

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Summary Consolidated Results

	Three Months Ended
(dollars in millions, except per share data) (all per share amounts are basic and diluted)(1)	December 31, 2020		September 30, 2020		December 31, 2019
Total investment income	$	163	$	147	$	186
Net investment income		78		78		100
Net increase (decrease) in net assets resulting from operations		143		210		(27	)
Net investment income per share	$	0.63	$	0.63	$	0.79
Total net realized and unrealized gain (loss) per share	$	0.53	$	1.06	$	(1.00	)
Net increase (decrease) in net assets resulting from operations (Earnings per Share)	$	1.16	$	1.70	$	(0.21	)
Stockholder distributions per share(3)	$	0.60	$	0.60	$	0.76
Net asset value per share at period end	$	25.02	$	24.46	$	30.54
Weighted average shares outstanding		123,755,965		123,755,965		277,283,374
Shares outstanding, end of period		123,755,965		123,755,965		126,581,766

(dollar amounts in millions)	As of December 31, 2020		As of December 31, 2019
Total fair value of investments	$	6,780	$	7,357
Total assets		7,237		8,216
Total stockholders’ equity		3,096		3,866

Portfolio Highlights as of December 31, 2020

• Total fair value of investments was $6.8 billion of which 65% was invested in senior secured securities.

• Weighted average annual yield on accruing debt investments⁽⁴⁾ was 8.8%, compared to 8.6% as of September 30, 2020.

• Weighted average annual yield on all debt investments⁽⁴⁾ was 7.9%, compared to 7.6% as of September 30, 2020.

• Exposure to the top ten largest portfolio companies by fair value was 22% as of December 31, 2020, compared to 23% as of September 30, 2020.

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Total Portfolio Activity

	Three Months Ended
(dollar amounts in millions)	December 31, 2020			September 30, 2020			December 31, 2019
Purchases	$	613		$	174		$	1,147
Sales and redemptions		(595	)		(322	)		(929	)
Net portfolio activity	$	18		$	(148	)	$	218
Sales to SCJV		97			91			376
Adjusted net portfolio activity	$	115		$	(57	)	$	594

Portfolio Data	As of December 31, 2020			As of December 31, 2019
Total fair value of investments	$	6,780		$	7,357
Number of Portfolio Companies		164			210
% of Investments on Non-Accrual (based on fair value)(5)		2.5	%		2.8	%
Asset Class (based on fair value)
Senior Secured Loans — First Lien		50.9	%		50.6	%
Senior Secured Loans — Second Lien		13.0	%		16.3	%
Other Senior Secured Debt		1.3	%		3.2	%
Subordinated Debt		2.5	%		5.6	%
Asset Based Finance		14.0	%		10.0	%
Strategic Credit Opportunities Partners, LLC		10.5	%		6.5	%
Equity/Other		7.8	%		7.8	%
Interest Rate Type (based on fair value)
% Variable Rate Debt Investments		63.5	%		64.8	%
% Fixed Rate Debt Investments		9.0	%		14.6	%
% Other Income Producing Investments		16.9	%		11.2	%
% Non-Income Producing Investments(6)		8.1	%		6.6	%
% of Investments on Non-Accrual(5)		2.5	%		2.8	%

Leverage and Liquidity as of December 31, 2020

• Net debt to equity ratio⁽⁷⁾ of 119%, based on $4.0 billion in total debt outstanding, $191 million of cash and foreign currency and $173 million of net receivable for investments sold and repaid and stockholders’ equity of $3.1 billion. FSK’s weighted average effective interest rate (including the effect of non-usage fees) was 3.88%.

• Cash and foreign currency of $191 million and availability under its financing arrangements of $1,040 million, subject to borrowing base and other limitations.

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Conference Call Information    

FSK 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 financial and operating results. All interested parties are welcome to participate. Interested parties can access the conference call by dialing (833) 818-6808 and using the conference ID 7480289 approximately 10 minutes prior to the call. The conference call also will be webcast, which can be accessed from the Investor Relations section of FSK’s website at www.fskkradvisor.com/fsk under Events + presentations.

A replay of the call will be available shortly after the end of the call for a period of 30 days following the call by visiting the Investor Relations section of FSK’s website at www.fskkradvisor.com/fsk under Events + presentations.

Supplemental Information

An investor presentation containing financial and operating information will be made available prior to the call in the Investor Relations section of FSK’s website at www.fskkradvisor.com/fsk under Events + presentations.

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.fskkradvisor.com/fsk.

About FS/KKR Advisor, LLC

FS/KKR Advisor, LLC (FS/KKR) is a partnership between FS Investments and KKR Credit that serves as the investment adviser to BDCs with approximately $16 billion in assets under management as of December 31, 2020. The BDCs managed by FS/KKR are FSK and FS KKR Capital Corp. II. (NYSE: FSKR).

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 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, credit and real assets, 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 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. 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’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 FSK’s operating area, and the price at which shares of FSK’s common stock trade on the New York Stock Exchange. Some of these factors are enumerated in the filings FSK makes with the SEC. FSK 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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The press release above contains summaries of certain financial and statistical information about FSK. The information contained in this press release is summary information that is intended to be considered in the context of FSK’s SEC filings and other public announcements that FSK may make, by press release or otherwise, from time to time. FSK undertakes no duty or obligation to update or revise the information contained in this press release. In addition, information related to past performance, while helpful as an evaluative tool, is not necessarily indicative of future results, the achievement of which cannot be assured. Investors should not view the past performance of FSK, or information about the market, as indicative of FSK’s future results.

Other Information

The information in this press release is summary information only and should be read in conjunction with FSK’s annual report on Form 10-K for the year ended December 31, 2020, which FSK filed with the U.S. Securities and Exchange Commission (the SEC) on March 1, 2021, as well as FSK’s other reports filed with the SEC. A copy of FSK’s annual report on Form 10-K for the year ended December 31, 2020 and FSK’s other reports filed with the SEC can be found on FSK’s website at www.fskkradvisor.com/fsk and the SEC’s website at www.sec.gov.

Certain Information About Distributions

The determination of the tax attributes of FSK’s distributions is made annually as of the end of its fiscal year based upon its taxable income and distributions paid, in each case, for the full year. Therefore, a determination as to the tax attributes of the distributions made on a quarterly basis may not be representative of the actual tax attributes for a full year. FSK intends to update stockholders quarterly with an estimated percentage of its distributions that resulted from taxable ordinary income. The actual tax characteristics of distributions to stockholders will be reported to stockholders annually on Form 1099-DIV.

The timing and amount of any future distributions on FSK’s shares of common stock are subject to applicable legal restrictions and the sole discretion of its board of directors. There can be no assurance as to the amount or timing of any such future distributions.

FSK may fund its cash distributions to stockholders from any sources of funds legally available to it, including net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies, proceeds from the sale of shares of FSK’s common stock, and borrowings. FSK has not established limits on the amount of funds it may use from available sources to make distributions. There can be no assurance that FSK will be able to pay distributions at a specific rate or at all.

Contact Information:

Investor Relations Contact

Robert Paun

Robert.Paun@fsinvestments.com

FS Investments Media Team

Melanie Hemmert

Melanie.Hemmert@fsinvestments.com

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Income Statement ($ amounts in millions, except per share data)	Year Ended December 31,
	2020			2019			2018
Investment income
From non-controlled/unaffiliated investments:
Interest income	$	427		$	571		$	305
Paid-in-kind interest income		43			40			34
Fee income		33			42			13
Dividend income		16			10			8
From non-controlled/affiliated investments:
Interest income		10			28			3
Paid-in-kind interest income		19			16			2
Fee income		0			—			—
Dividend income		0			—			—
From controlled/affiliated investments:
Interest income		7			11			9
Paid-in-kind interest income		4			4			19
Dividend income		80			57			1
Total investment income		639			779			394
Operating expenses
Management fees		106			115			63
Subordinated income incentive fees		—			57			26
Administrative services expenses		7			9			4
Accounting and administrative fees		2			2			1
Interest expense		170			170			84
Other general and administrative expenses		13			9			7
Total operating expenses		298			362			185
Management fee waiver		—			—			(3	)
Net expenses		298			362			182
Net investment income before taxes		341			417			212
Excise taxes		10			7			7
Net investment income		331			410			205
Realized and unrealized gain/loss
Net realized gain (loss) on investments:
Non-controlled/unaffiliated investments		(323	)		(114	)		(116	)
Non-controlled/affiliated investments		(132	)		32			(9	)
Controlled/affiliated investments		(35	)		1			—
Net realized gain (loss) on swap contracts		—			(11	)		—
Net realized gain (loss) on foreign currency forward contracts		0			12			—
Net realized gain (loss) on foreign currency		(6	)		2			6
Net change in unrealized appreciation (depreciation) on investments:
Non-controlled/unaffiliated investments		17			(105	)		(48	)
Non-controlled/affiliated investments		(126	)		55			(57	)
Controlled/affiliated investments		(112	)		(33	)		(113	)
Net change in unrealized appreciation (depreciation) on swap contracts	$	—		$	16		$	(16	)

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Income Statement ($ amounts in millions, except per share data)	Year Ended December 31,
	2020			2019			2018
Net change in unrealized appreciation (depreciation) on foreign currency forward contracts		(3	)		(2	)		3
Net change in unrealized gain (loss) on foreign currency		(16	)		(17	)		(3	)
Change in unrealized appreciation from merger accounting		—			—			717
Total net realized and unrealized gain (loss)		(736	)		(164	)		364
Net increase (decrease) in net assets resulting from operations	$	(405	)	$	246		$	569
Per share information—basic and diluted
Net increase (decrease) in net assets resulting from operations (Earnings per Share)(1)	$	(3.26	)	$	1.90		$	9.05	(5)
Weighted average shares outstanding(1)		124,290,607			129,736,685			62,844,356

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Balance Sheet ($ amounts in millions, except per share data)	December 31,
	2020			2019
Assets
Investments, at fair value
Non-controlled/unaffiliated investments (amortized cost—$5,314 and $6,006, respectively)	$	4,986		$	5,661
Non-controlled/affiliated investments (amortized cost—$629 and $686, respectively)		534			717
Controlled/affiliated investments (amortized cost—$1,510 and $1,117, respectively)		1,260			979
Total investments, at fair value (amortized cost—$7,453 and $7,809, respectively)		6,780			7,357
Cash		182			93
Foreign currency, at fair value (cost—$8 and $13, respectively)		9			13
Receivable for investments sold and repaid		173			657
Income receivable		72			82
Unrealized appreciation on foreign currency forward contracts		1			1
Deferred financing costs		15			10
Deferred merger costs		1			—
Prepaid expenses and other assets		4			3
Total assets	$	7,237		$	8,216
Liabilities
Payable for investments purchased	$	—		$	15
Debt (net of deferred financing costs of $23 and $9, respectively)		3,997			4,173
Unrealized depreciation on foreign currency forward contracts		3			0
Stockholder distributions payable		74			96
Management and investment adviser fees payable		25			30
Subordinated income incentive fees payable		—			—
Administrative services expense payable		2			3
Interest payable		25			23
Other accrued expenses and liabilities		15			10
Total liabilities		4,141			4,350
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.001 par value, 50,000,000 shares authorized, none issued and outstanding		—			—
Common stock, $0.001 par value, 750,000,000 shares authorized, 123,755,965 and 126,581,766 shares issued and outstanding, respectively		0			1
Capital in excess of par value		3,866			4,041
Retained earnings (accumulated deficit)		(770	)		(176	)
Total stockholders’ equity		3,096			3,866
Total liabilities and stockholders’ equity	$	7,237		$	8,216
Net asset value per share of common stock at year end(1)	$	25.02		$	30.54

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Non-GAAP Financial Measures

This press release contains certain financial measures that have not been prepared in accordance with generally accepted accounting principles in the United States (GAAP). FSK uses these non-GAAP financial measures internally in analyzing financial results and believes that the use of these non-GAAP financial measures is useful to investors as an additional tool to evaluate ongoing results and trends and in comparing FSK’s financial results with other BDCs.

Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures, and should be read only in conjunction with FSK’s consolidated financial statements prepared in accordance with GAAP. A reconciliation of non-GAAP financial measures to the most directly comparable GAAP measures has been provided in this press release, and investors are encouraged to review the reconciliation.

Reconciliation of Non-GAAP Financial Measures⁽¹⁾

	Three Months Ended
	December 31, 2020		September 30, 2020
GAAP net investment income per share	$	0.63	$	0.63
Plus capital gains incentive fees per share		—		—
Plus excise taxes per share		0.08		—
Plus one-time expenses per share(8)		0.01		—
Adjusted net investment income per share(2)	$	0.72	$	0.63

1) Per share data was derived by using the weighted average shares of FSK’s common stock outstanding during the applicable period. Per share numbers may not sum due to rounding. Share and per share amounts have been adjusted on a retroactive basis to reflect FSK’s 4 to 1 reverse split of its shares of common stock (the Reverse Stock Split), which became effective on June 15, 2020.

2) Adjusted net investment income is a non-GAAP financial measure. Adjusted net investment income is presented for all periods as GAAP net investment income excluding (i) the accrual for the capital gains incentive fee for realized and unrealized gains; (ii) excise taxes; and (iii) certain non-recurring operating expenses that are one-time in nature and are not representative of ongoing operating expenses incurred during FSK’s normal course of business (referred to herein as one-time expenses). FSK uses this non-GAAP financial measure internally in analyzing financial results and believes that the use of this non-GAAP financial measure is useful to investors as an additional tool to evaluate ongoing results and trends and in comparing its financial results with other business development companies. The presentation of this additional information is not meant to be considered in isolation or as a substitute for financial results prepared in accordance with GAAP. A reconciliation of GAAP net investment income to adjusted net investment income can be found above.

3) The per share data for distributions reflects the amount of distributions paid per share of our common stock to stockholders of record during each applicable period. The amount of each per share distribution has been retroactively adjusted to reflect the Reverse Stock Split.

4) See FSK’s annual report on Form 10-K for the year ended December 31, 2020 for important information, including information related to the calculation and definition of weighted average annual yield on accruing debt investments, weighted average annual yield on all debt investments, variable rate debt investments, fixed rate debt investments, other income producing investments and non-income producing investments.

5) Interest income is recorded on an accrual basis. See FSK’s annual report on Form 10-K for the year ended December 31, 2020 for a description of FSK’s revenue recognition policy.

6) Does not include investments on non-accrual status.

7) Net debt to equity ratio is debt outstanding, net of cash and foreign currency and net payable/receivable for investments purchased/sold and repaid, divided by net assets.

8) FSK’s one-time expenses for the three months ended December 31, 2020 were $1 resulting from the acceleration of the remaining unamortized deferred financing costs associated with the closing of the Locust Street Credit Facility.

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