FS KKR Capital (NYSE: FSK) completes $900,000,000 7.500% notes due 2031
Rhea-AI Filing Summary
FS KKR Capital Corp. completed issuance of $900,000,000 aggregate principal amount of 7.500% notes due 2031. These unsecured notes mature on August 1, 2031 and pay interest at 7.500% per year, with semi-annual payments each February 1 and August 1 starting February 1, 2027.
The notes are general unsecured obligations ranking senior to subordinated debt, pari passu with other unsecured unsubordinated debt, and effectively junior to secured and subsidiary indebtedness. Net proceeds were approximately $890.0 million after $9.0 million of underwriting discounts and $1.0 million of estimated offering expenses, and are earmarked for general corporate purposes, including potentially repaying credit facilities and certain notes.
The indenture includes asset coverage covenants referencing the Investment Company Act, ongoing financial reporting obligations, and a change of control repurchase provision requiring an offer to buy the notes at 100% of principal plus accrued interest upon a qualifying event.
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Insights
$900 million 7.500% notes add unsecured term funding through 2031.
FS KKR Capital Corp. issued $900,000,000 of 7.500% notes maturing in 2031, providing sizable fixed-rate funding. The notes are unsecured and sit alongside other unsecured unsubordinated debt, while remaining junior to secured borrowings and subsidiary-level obligations.
Net proceeds of about $890.0 million, after $10.0 million of fees and expenses, are intended for general corporate purposes, including potentially repaying existing credit facilities and notes. This suggests a refinancing and funding mix decision rather than a clearly expansionary move, with overall impact depending on how much higher-cost or shorter-term debt is repaid.
Key investor protections include asset coverage covenants tied to Investment Company Act requirements, ongoing financial information undertakings if exchange reporting ceases, and a change of control repurchase feature at 100% of principal plus accrued interest. These covenant terms frame noteholder risk under different corporate or regulatory scenarios.
8-K Event Classification
Key Figures
Key Terms
Sixteenth Supplemental Indenture financial
change of control repurchase event financial
asset coverage requirements financial
Registration Statement on Form N-2 regulatory
business development company (BDC) financial
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On June 8, 2026, FS KKR Capital Corp. (the “Company”) and U.S. Bank Trust Company, National Association (as successor-in-interest to U.S. Bank National Association) (the “Trustee”), entered into a Sixteenth Supplemental Indenture (the “Sixteenth Supplemental Indenture”) to the Indenture, dated July 14, 2014, between the Company and the Trustee (the “Base Indenture”; and together with the Sixteenth Supplemental Indenture, the “Indenture”). The Sixteenth Supplemental Indenture relates to the Company’s issuance of $900,000,000 aggregate principal amount of its 7.500% notes due 2031 (the “Notes”).
The Notes will mature on August 1, 2031 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The Notes bear interest at a rate of 7.500% per year payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2027. The Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
The Indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the Investment Company Act of 1940, as amended, whether or not it is subject to those requirements, and to provide financial information to the holders of the Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, on the occurrence of a “change of control repurchase event,” as defined in the Indenture, the Company will generally be required to make an offer to purchase the outstanding Notes at a price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest to the repurchase date.
The Notes were offered and sold in an offering registered under the Securities Act of 1933, as amended, pursuant to the Registration Statement on Form N-2 (File No. 333-282226) (the “Registration Statement”), the prospectus supplement dated June 1, 2026 and the pricing term sheet filed with the U.S. Securities and Exchange Commission on June 2, 2026. The transaction closed on June 8, 2026. The net proceeds to the Company were approximately $890.0 million, after deducting the underwriting discounts and commissions of $9.0 million payable by the Company and estimated offering expenses of approximately $1.0 million payable by the Company. The Company intends to use the net proceeds for general corporate purposes, including potentially repaying outstanding indebtedness under its credit facilities and certain notes.
The foregoing descriptions of the Sixteenth Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Sixteenth Supplemental Indenture and the Notes, respectively, each filed as exhibits hereto and incorporated by reference herein.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On June 8, 2026, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1 and the information set forth therein, is deemed to have been furnished to, and shall not be deemed to be “filed” with, the U.S. Securities and Exchange Commission.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
EXHIBIT |
DESCRIPTION | |
| 4.1 | Sixteenth Supplemental Indenture, dated as of June 8, 2026, relating to the 7.500% Notes due 2031, by and between the Company and U.S. Bank Trust Company National Association (as successor-in-interest to U.S. Bank National Association), as trustee. | |
| 4.2 | Form of 7.500% Notes due 2031. (Incorporated by reference to Exhibit 4.1 hereto.) | |
| 5.1 | Opinion of Dechert LLP. | |
| 5.2 | Opinion of Miles & Stockbridge P.C. | |
| 23.1 | Consent of Dechert LLP (included in Exhibit 5.1). | |
| 23.2 | Consent of Miles & Stockbridge P.C. (included in Exhibit 5.2). | |
| 99.1 | Press Release, dated June 8, 2026. |
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: June 8, 2026 | By: | /s/ Stephen Sypherd |
| Stephen Sypherd | ||
| General Counsel and Secretary | ||
Exhibit 99.1
FOR IMMEDIATE RELEASE
FSK Completes Public Offering of $900,000,000 7.500% Unsecured Notes Due 2031
PHILADELPHIA, PA and NEW YORK, NY – June 8, 2026 – FS KKR Capital Corp. (NYSE: FSK) today announced that it has completed its previously announced offering of $900,000,000 in aggregate principal amount of its 7.500% unsecured notes due 2031 (the “Notes”). BofA Securities, Inc., BMO Capital Markets Corp., J.P. Morgan Securities LLC, KKR Capital Markets LLC, RBC Capital Markets, LLC and SMBC Nikko Securities America, Inc. are acting as joint book-running managers for this offering. HSBC Securities (USA) Inc., ING Financial Markets LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc., TD Securities (USA) LLC, Truist Securities, Inc., Barclays Capital Inc., BNP Paribas Securities Corp., CIBC World Markets Corp., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, SG Americas Securities, LLC, UBS Securities LLC and Standard Chartered Bank are acting as joint lead managers for this offering. ICBC Standard Bank Plc, Keefe, Bruyette & Woods, Inc., Lucid Capital Markets, LLC, R. Seelaus & Co., LLC and U.S. Bancorp Investments, Inc. are acting as co-managers for this offering.
FSK intends to use the net proceeds of this offering for general corporate purposes, including potentially repaying outstanding indebtedness under credit facilities and certain notes.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy any of the Notes, nor shall there be any offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
About FS KKR Capital Corp.
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, subordinated loans and certain asset-based financing loans of private U.S. companies. FSK is advised by FS/KKR Advisor, LLC.
About FS/KKR Advisor, LLC
FS/KKR Advisor, LLC (FS/KKR) is a partnership between Future Standard and KKR Credit that serves as the investment adviser to FSK and other business development companies.
Future Standard is a global alternative asset manager serving institutional and private wealth clients, investing across private equity, credit and real estate. With a 30+ year track record of value creation and over $94 billion in assets under management, we back the business owners and financial sponsors that drive growth and innovation across the middle market, transforming untapped potential into durable value.(1)
KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries.
Forward-Looking Statements and Important Disclosure Notice
This announcement may contain certain forward-looking statements, including statements with regard to future events or future performance or operations of FSK. Words such as “believes,” “expects,” “projects,” and “future” or similar expressions are intended to identify forward-looking statements, although not all forward-looking statements include those words. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions, some of which are beyond FSK’s control and difficult to predict. 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, geo-political risks, natural disasters or pandemics, 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, including those factors set forth in “Item 1A. Risk Factors” in FSK’s Annual Report on Form 10-K. Except as required by the federal securities laws, FSK undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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.
| 1) | Total AUM estimated as of March 31, 2026. References to “assets under management” or “AUM” represent the assets managed by Future Standard or its strategic partners as to which Future Standard is entitled to receive a fee or carried interest (either currently or upon deployment of capital) and general partner capital. Future Standard calculates the amount of AUM as of any date as the sum of: (i) the fair value of the investments of Future Standard's investment funds; (ii) uncalled investor capital commitments to these funds, including uncalled investor capital commitments from which Future Standard is currently not earning management fees or carried interest; (iii) the value of outstanding CLOs; (iv) the fair value of FS KKR Capital Corp. joint venture (JV) assets and (v) the fair value of other assets managed by Future Standard. Future Standard's calculation of AUM may differ from the calculations of other asset managers and, as a result, Future Standard's measurements of its AUM may not be comparable to similar measures presented by other asset managers. Future Standard's definition of AUM is not based on any definition of AUM that may be set forth in agreements governing the investment funds, vehicles or accounts that it manages and is not calculated pursuant to any regulatory definitions. |
Contact Information:
Investor Relations Contact
Caitlin Welch
Caitlin.Welch@futurestandard.com
Future Standard Media Team
Marc Hazelton
Marc.Hazelton@futurestandard.com