FS KKR amends Schedule 14D-9 for $150M tender offer

FS KKR Capital Corp. amended its Solicitation/Recommendation Statement to address the third‑party tender offer by KKR Alternative Assets L.P.

Rhea-AI Filing Summary

FS KKR Capital Corp. amended its Solicitation/Recommendation Statement to address the third‑party tender offer by KKR Alternative Assets L.P. The Purchaser proposes to buy up to $150,000,000 of common stock at $11.00 per share under the Offer dated May 12, 2026.

The Amendment states the Offer is "for the purpose of supporting the share price," is not conditioned on financing, and remains subject to an Antitrust Condition tied to Hart‑Scott‑Rodino and other jurisdictions. The filing also clarifies there is "no cap on such 1.00% per annum increases."

Insights

Corporate Counsel

Amendment narrows conditions and clarifies antitrust timing and financing status.

The Amendment explicitly states the Offer is aimed at "supporting the share price" and is not conditioned on financing arrangements, while preserving an Antitrust Condition tied to the Hart‑Scott‑Rodino process and other jurisdictional clearances. This clarifies the purchaser's funding stance and preserves regulatory gating language.

Watch for the Hart‑Scott‑Rodino clearance timing and any jurisdictional antitrust filings; subsequent disclosures will record satisfaction or waiver of those conditions.

Capital Markets Analyst

Amendment confirms offer economics and removes financing contingency, altering perceived deal certainty.

The purchaser proposes $150,000,000 at $11.00 per share as set out in the May 12, 2026 Offer. Removing a financing condition (while keeping antitrust clearances) increases the appearance of financing certainty for the tender offer.

Market impact depends on tender participation and timing of antitrust clearances; monitor future filings for acceptance levels and any waivers.

Key Figures

Aggregate offer amount: $150,000,000 Offer price: $11.00 per share Antitrust condition: Hart‑Scott‑Rodino waiting period +3 more

6 metrics

Aggregate offer amount $150,000,000 Offer to purchase (May 12, 2026)

Offer price $11.00 per share Offer to Purchase dated May 12, 2026

Antitrust condition Hart‑Scott‑Rodino waiting period Condition in Amendment (May 22, 2026)

Interest increase rate 1.00% per annum Purchase Agreement language added to Item 3

Offer date May 12, 2026 Offer to Purchase filing

Amendment date May 22, 2026 Date of Amendment No. 1 signature

Key Terms

Hart‑Scott‑Rodino Antitrust Improvements Act, Tender Offer, Schedule 14D-9, Antitrust Condition

4 terms

Hart‑Scott‑Rodino Antitrust Improvements Act regulatory

"subject to the expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act"

Tender Offer financial

"the Offer to Purchase dated May 12, 2026 (the "Offer to Purchase")"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

Schedule 14D-9 regulatory

"This Amendment amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9"

Schedule 14D-9 is a filing with the U.S. Securities and Exchange Commission in which a company publicly states its response and recommendation to an outside bid to buy its shares (a tender offer). Think of it as the company’s advisory note to shareholders explaining whether to sell, keep, or seek alternatives, and why, with facts and reasoning. Investors rely on it to gauge management’s view of the offer’s fairness and the likely impact on value and strategy.

Antitrust Condition regulatory

"obtaining all clearances and authorizations required under the antitrust laws of any other jurisdictions (the "Antitrust Condition")"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does FS KKR Capital Corp. (FSK) say the tender offer's purpose is?

The Amendment states the Offer is being made "for the purpose of supporting the share price." It clarifies this statement was provided by the Purchaser in the scheduling amendment and is part of Item 2's revised description of the Offer's intent.

How large is the tender offer for FSK and what is the per‑share price?

The Offer proposes to purchase up to $150,000,000 of common stock at $11.00 per share. These terms are set forth in the Offer to Purchase dated May 12, 2026 and restated in the Amendment.

Is the KKR offer subject to financing according to the Amendment?

The Amendment states the Offer "is not conditioned upon any financing arrangements." The filing retains other conditions, including required antitrust clearances under Hart‑Scott‑Rodino and other jurisdictions.

What antitrust condition is referenced in the Amendment?

The Amendment conditions the Offer on the expiration or termination of any waiting period under the Hart‑Scott‑Rodino Antitrust Improvements Act and, if applicable, obtaining clearances under other jurisdictions' antitrust laws.

What does the Amendment change about the purchase agreement's interest increases?

The Schedule 14D‑9 was supplemented to add the statement: "There is no cap on such 1.00% per annum increases." This language was appended to the Purchase Agreement subsection in Item 3.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/22/2026 - 05:03 PM Learn about SEC filing dates

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. 1)

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:

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. 1 (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 on May 12, 2026 (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 from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (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).

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.

ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON

Item 2 “Identity and Background of the Filing Person” of the Schedule 14D-9 is hereby amended by deleting the ninth paragraph of the section titled “(d) Tender Offer” and restating it as follows:

“Based on information provided to the Company by the Purchaser, the Offer is being made for the purpose of supporting the share price of the Company. The Offer is not conditioned upon any financing arrangements. The Offer, however, is subject to certain other conditions, including the expiration or termination of any waiting period (or any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the Offer and, to the extent applicable, obtaining all clearances and authorizations required under the antitrust laws of any other jurisdictions (the “Antitrust Condition”).”

ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

Item 3. “Past Contacts, Transactions, Negotiations and Agreements—Relationship with the Offeror Group and Certain of Their Affiliates—Purchase Agreement” of the Schedule 14D-9 is amended and supplemented by adding the following to the end of the first paragraph of such sub-section:

“There is no cap on such 1.00% per annum increases.”

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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.

	FS KKR Capital Corp.
	By:	/s/ Stephen Sypherd
	Name:	Stephen Sypherd
	Title:	General Counsel and Secretary

Dated: May 22, 2026

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