FS KKR Capital (FSK) sets $150M private convertible preferred deal tied to tender offer
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
FS KKR Capital Corp. has agreed to issue $150,000,000 of newly created cumulative convertible perpetual preferred stock to KKR Alternative Assets L.P. under a purchase agreement dated May 10, 2026. The preferred stock is a series of the company’s preferred shares with a par value of $0.001 per share.
Closing is conditioned on the expiration of the Purchaser’s third-party tender offer for up to $150,000,000 of FS KKR Capital common stock, customary closing conditions and expiration or termination of the Hart-Scott-Rodino waiting period. The preferred shares are being sold in a private offering relying on Section 4(a)(2) of the Securities Act and will not be registered under federal or state securities laws.
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Insights
FS KKR Capital structures a $150M private convertible preferred deal tied to a tender offer.
FS KKR Capital Corp. agreed to sell $150,000,000 of cumulative convertible perpetual preferred stock to KKR Alternative Assets L.P. in a private transaction under Section 4(a)(2) of the Securities Act. This adds a new layer of preferred capital with conversion features.
Closing depends on the Purchaser’s third-party tender offer for up to $150,000,000 of common stock, standard closing conditions and Hart-Scott-Rodino antitrust clearance. The structure links new preferred funding to a concurrent share transaction in the common stock, so actual effects will hinge on tender offer outcomes and regulatory timing.
8-K Event Classification
3 items: 1.01, 3.02, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Preferred stock investment: $150,000,000
Tender offer size: $150,000,000
Preferred par value: $0.001 per share
+1 more
4 metrics
Preferred stock investment
$150,000,000
Aggregate amount of cumulative convertible perpetual preferred stock to be purchased
Tender offer size
$150,000,000
Maximum aggregate amount of FS KKR Capital common stock in concurrent third-party tender offer
Preferred par value
$0.001 per share
Par value of the new series of cumulative convertible perpetual preferred stock
Business day timing
11th business day
Expected closing day following expiration of the tender offer
Key Terms
cumulative convertible perpetual preferred stock, third-party tender offer, Section 4(a)(2) of the Securities Act, Hart-Scott-Rodino Antitrust Improvements Act of 1976, +1 more
5 terms
cumulative convertible perpetual preferred stock financial
"the Purchaser has agreed to purchase $150,000,000 in newly issued shares of the Company’s cumulative convertible perpetual preferred stock"
A cumulative convertible perpetual preferred stock is a hybrid investment that behaves like a long‑term share paying regular fixed payouts, where any missed payments pile up and must be paid later (cumulative), can be switched into common shares under set rules (convertible), and has no fixed maturity date (perpetual). It matters to investors because it offers steadier income and higher payout priority than common stock while preserving the potential upside of converting to ordinary shares, though conversion can dilute existing owners—think of it as a mix between a bond’s steady coupons and a stock’s growth option.
third-party tender offer financial
"the Purchaser’s concurrently announced third-party tender offer (the “Tender Offer”) for up to $150,000,000 in aggregate amount of shares"
Section 4(a)(2) of the Securities Act regulatory
"The shares of Convertible Preferred Stock were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
"the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended"
Inline XBRL technical
"Cover Page Interactive Data File (embedded within the Inline XBRL document)"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
FAQ
What transaction did FS KKR Capital Corp. (FSK) disclose in this 8-K?
FS KKR Capital Corp. disclosed a purchase agreement with KKR Alternative Assets L.P. for $150,000,000 of newly issued cumulative convertible perpetual preferred stock. The deal creates a new series of preferred shares with a $0.001 par value, subject to specified closing conditions.
How large is the preferred stock investment in FS KKR Capital Corp. (FSK)?
The Purchaser agreed to buy $150,000,000 of FS KKR Capital’s cumulative convertible perpetual preferred stock. This entire amount represents newly issued preferred shares under a single purchase agreement dated May 10, 2026, between the company and KKR Alternative Assets L.P.
What conditions must be satisfied before FS KKR Capital (FSK) closes the preferred stock sale?
Closing requires expiration of the Purchaser’s third-party tender offer for up to $150,000,000 of FS KKR Capital common stock, satisfaction of other customary closing conditions, and expiration or termination of the Hart-Scott-Rodino antitrust waiting period applicable to the transaction.
How is the FS KKR Capital (FSK) preferred stock offering being registered or exempted?
The preferred shares are offered in reliance on Section 4(a)(2) of the Securities Act, meaning they are sold through a private placement. They have not been registered and cannot be offered or sold in the United States without registration or a valid exemption from registration.
Where can investors find more detail on FS KKR Capital’s (FSK) purchase agreement?
Key terms are summarized in Item 1.01 of a prior report, which is incorporated by reference. The full Purchase Agreement is filed as Exhibit 10.1 to this Form 8-K, with certain exhibits or schedules omitted but available to the SEC upon request.