UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. 3)
FS KKR Capital
Corp.
(Name of Subject Company)
FS KKR Capital
Corp.
(Names of Persons Filing Statement)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
302635 206
(CUSIP Number of Class of Securities)
Michael C. Forman
Chairman and Chief Executive Officer
FS KKR Capital Corp.
3025 JFK Boulevard, OFC 500
Philadelphia, PA 19104
(215) 495-1150
(Name, address, and telephone numbers of person
authorized to receive
notices and communications on behalf of the persons filing statement)
With copies to:
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Stephen S. Sypherd
General Counsel and Secretary
FS KKR Capital Corp.
3025 JFK Boulevard, OFC 500
Philadelphia, PA 19104
(215) 495-1150 |
Eric S. Siegel, Esq.
Clay Douglas, Esq.
Dechert LLP
Cira Centre
2929 Arch Street
Philadelphia, PA 19104
Tel: (215) 994-4000 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement
of a tender offer. |
This Amendment No. 3 (this “Amendment”)
amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by FS KKR Capital Corp. (the “Company”),
a Maryland corporation, with the Securities and Exchange Commission (the “SEC”) on May 12, 2026, as amended by
Amendment No. 1 filed with the SEC on May 22, 2026 and Amendment No. 2 filed with the SEC on June 2, 2026 (as amended,
the “Schedule 14D-9”), relating to the tender offer by KKR Alternative Assets L.P. (the “Purchaser”),
a Delaware limited partnership, to purchase up to $150,000,000 in aggregate amount of the Company’s common stock, par value $0.001
per share (the “Shares”), at a price equal to $11.00 per Share, less any applicable withholding taxes and without interest,
upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 12, 2026 (as amended or supplemented to
date, the “Offer to Purchase”), and in the related Letter of Transmittal (as amended or supplemented to date, the “Letter
of Transmittal”), which, together with any amendments or supplements thereto, collectively constitute the “Offer”.
The Offer is described in a Tender Offer Statement
filed under cover of Schedule TO with the SEC on May 12, 2026, by the Purchaser (as amended or supplemented from time to time).
This Amendment is being filed because, based on
information provided to the Company by the Purchaser, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, expired on June 4, 2026, at 11:59 p.m., New York City time. Accordingly, the Antitrust Condition to the Offer has been
satisfied, and the Company has been advised that the Purchaser is extending the Expiration Date of the Offer from 11:59 p.m., New York
City time, on June 9, 2026 to 11:59 p.m., New York City time, on June 11, 2026.
Except as otherwise set forth in this Amendment,
the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference to the extent relevant to the
items in this Amendment. This Amendment should be read together with the Schedule 14D-9. Capitalized terms used and not otherwise defined
in this Amendment shall have the meanings assigned to such terms in the Schedule 14D-9.
ITEMS 1 THROUGH 8.
Items 1 through 8 of the Schedule 14D-9 are hereby
amended as specifically set forth herein. This Amendment is being filed in part to update the Expiration Date of the Offer from 11:59
p.m., New York City time, on June 9, 2026 to 11:59 p.m., New York City time, on June 11, 2026. All references to the “Expiration
Date” shall be deemed to refer to 11:59 p.m., New York City time, on June 11, 2026, unless the Offer is further extended by
the Purchaser. The Company has also been advised by the Purchaser that the Offer to Purchase and the Letter of Transmittal have also been
amended to reflect the Expiration Date as so amended.
ITEM 8. ADDITIONAL INFORMATION
Item 8. “Additional Information” of
the Schedule 14D-9 is amended and supplemented by adding the following as the new first paragraph of such section:
“Based on information received from the
Purchaser, the Depositary has advised the Purchaser that, as of 5:00 p.m., New York City time, on June 4, 2026, an aggregate of approximately
413,270 Shares were validly tendered and received, and not properly withdrawn, pursuant to the Offer.”
Item 8. “Additional Information—Regulatory
Approvals” of the Schedule 14D-9 is amended and supplemented by adding the following to the end of the first paragraph of such sub-section:
“The Company has been advised by the Purchaser
that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired, effective June 4, 2026,
at 11:59 p.m., New York City time, and that the Offer is not subject to any clearances or authorizations required under the antitrust
laws of any other jurisdiction. Accordingly, the Company has been advised by the Purchaser that the Antitrust Condition to the Offer has
been satisfied.”
SIGNATURE
After due inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
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FS KKR Capital Corp. |
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By: |
/s/ Stephen Sypherd |
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Name: |
Stephen Sypherd |
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Title: |
General Counsel and Secretary |
Dated: June 5, 2026
