KKR plans $150M tender offer for FS KKR (FSK) at $11 per share

Rhea-AI Filing Summary

KKR Alternative Assets L.P. disclosed preliminary communications about a planned tender offer for FS KKR Capital Corp. to purchase up to $150,000,000 in aggregate of common stock at $11.00 per share. The filing states the Tender Offer has not commenced and the offer will be made pursuant to a Schedule TO upon commencement.

Insights

M&A / Capital Markets Analyst

Planned cash tender at $11.00 for up to $150M; timing not yet started.

The filing states the Purchaser proposes a cash Tender Offer to buy up to $150,000,000 of shares at $11.00 per share. The communication is described as preliminary and the Tender Offer "has not yet commenced."

Execution depends on the formal Schedule TO filing and related offer documents; further details will appear in the offer to purchase and the Company’s Schedule 14D-9. Subsequent filings will specify timing and settlement mechanics.

Key Figures

Aggregate tender amount: $150,000,000 Per-share price: $11.00 per share Press release date: May 11, 2026

3 metrics

Aggregate tender amount $150,000,000 aggregate amount of common stock proposed to be purchased

Per-share price $11.00 per share price offered per Share, less withholding taxes and without interest

Press release date May 11, 2026 Exhibit 99.1 press release issued by the Purchaser

Key Terms

Tender Offer, Schedule TO, Schedule 14D-9

3 terms

Tender Offer financial

"the Purchaser proposes a cash Tender Offer to purchase up to $150,000,000"

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 TO regulatory

"On the commencement date the Purchaser will file with the U.S. Securities and Exchange Commission a tender offer statement on Schedule TO"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

Schedule 14D-9 regulatory

"the related solicitation/recommendation statement on Schedule 14D-9 that will be filed by the Company"

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.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

FS KKR Capital Corp.

(Name of Subject Company (Issuer))

KKR Alternative Assets L.P.

KKR Alternative Assets Limited

(Name of Filing Persons (Offeror))

Common stock, par value $0.001 per share

(Title of Class of Securities)

302635206

(CUSIP Number of Class of Securities)

Noah Greenhill, Esq.

KKR Alternative Assets L.P.

30 Hudson Yards

New York, NY 10001

(212) 750-8300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Kenneth Wallach, Esq.

Lesley Peng, Esq.

Patrick Baron, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

(212) 455-2000 

 (Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

☒ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒ third-party tender offer subject to Rule 14d-1.

☐ issuer tender offer subject to Rule 13e-4.

☐ going private transaction subject to Rule 13e-3

☐ amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This filing relates solely to preliminary communications made before the commencement of a planned tender offer (the “Tender Offer”) by KKR Alternative Assets L.P. a Delaware limited partnership (the “Purchaser”), to purchase up to $150,000,000 in aggregate amount of shares of common stock, par value $0.001 per share (the “Shares”), of FS KKR Capital Corp., a Maryland corporation (the “Company”), at a price equal to $11.00 per Share, less any applicable withholding taxes and without interest.

KKR Alternative Assets Limited, the general partner of the Purchaser, is being named as a bidder herein because it is deemed to control the Purchaser, but otherwise is not participating in the Tender Offer.

The Tender Offer has not yet commenced, and these communications are neither an offer to purchase nor a solicitation of an offer to sell any Shares or any other securities. On the commencement date of the Tender Offer, the Purchaser will file with the U.S. Securities and Exchange Commission (“SEC”) a tender offer statement on Schedule TO. The Tender Offer will be made only pursuant to the offer to purchase, letter of transmittal and related tender offer documents filed as part of the Schedule TO with the SEC upon commencement of the Tender Offer. Investors and holders of Shares are strongly advised to read the tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) and the related solicitation/recommendation statement on Schedule 14D-9 that will be filed by the Company with the SEC, because they will contain important information. These documents will be available at no charge on the SEC’s website at www.sec.gov.

This filing contains certain forward-looking statements pertaining to the Purchaser. Forward-looking statements relate to expectations, estimates, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts, including with respect to the Purchaser’s proposed Tender Offer. You can identify these forward-looking statements by the use of words such as “opportunity,” “outlook,” “believe,” “think,” “expect,” “feel,” “potential,” “continue,” “may,” “should,” “seek,” “approximately,” “predict,” “intend,” “will,” “plan,” “estimate,” “anticipate,” “visibility,” “positioned,” “path to,” “conviction,” “enables,” the negative version of these words, other comparable words or other statements that do not relate strictly to historical or factual matters. These forward-looking statements are based on the Purchaser’s beliefs, assumptions and expectations, but these beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to the Purchaser or within its control. Due to various risks and uncertainties, actual events or results may differ materially from those reflected or contemplated in such forward-looking statements. Past performance is no guarantee of future results. All forward-looking statements speak only as of the date of this filing. The Purchaser does not undertake any obligation to update any forward-looking statements to reflect circumstances or events that occur after the date of this filing except as required by law.

Item 12. Exhibits.

Exhibit Number	Description
99.1	Press Release issued by the Purchaser on May 11, 2026.

FAQ

What is KKR proposing for FSK in this Schedule TO-C filing?

KKR proposes a cash tender offer to purchase up to $150,000,000 of FS KKR common stock at $11.00 per share. The filing characterizes these communications as preliminary and the Tender Offer has not commenced.

Has the tender offer for FS KKR (FSK) started?

No. The filing states the Tender Offer "has not yet commenced." The Purchaser intends to file a Schedule TO on the commencement date and will make the offer only pursuant to that Schedule TO filing.

Where will I find the official tender offer documents for FSK?

The official offer to purchase, letter of transmittal, and related tender documents will be filed with the SEC as part of the Schedule TO and will be available free on www.sec.gov. The Company will file a Schedule 14D-9 with its materials.

What price is being offered and how is it described?

The Purchaser proposes to pay $11.00 per share, "less any applicable withholding taxes and without interest," for up to $150,000,000 in aggregate amount of common stock, per the filing's explicit terms.

Who is named as the Purchaser and bidder in the filing?

The filing names KKR Alternative Assets L.P. as the Purchaser and also lists KKR Alternative Assets Limited as the general partner deemed to control the Purchaser; the filing says the latter is not otherwise participating.