KKR amends tender offer to buy $150M of FS KKR shares

Rhea-AI Filing Summary

KKR Alternative Assets L.P. amends its tender offer to purchase up to $150,000,000 in aggregate amount of shares of FS KKR Capital Corp. at a price equal to $11.00 per share, less any applicable withholding taxes, pursuant to the Offer to Purchase dated May 12, 2026 and earlier amendments. This filing, Amendment No. 5, supplements Item 11 of the Schedule TO and incorporates previously filed documents including the Offer to Purchase, Letter of Transmittal, press release, and related agreements referenced in the Schedule TO.

Insights

Tender Offer Structuring Expert

Amendment reiterates an existing $150M tender offer at $11.00 per share.

The amendment documents that the purchaser is continuing the previously disclosed offer to purchase up to $150,000,000 of common stock at $11.00 per share under the Offer to Purchase dated May 12, 2026. It names KKR Alternative Assets Limited as a bidder because it controls the purchaser.

Key dependencies are the Offer to Purchase, the Letter of Transmittal, and the incorporated purchase and underwriting agreements; timing and acceptance conditions follow the Offer to Purchase and related exhibits.

Corporate Finance Analyst

The filing records transaction documents and related exhibits tied to the tender offer.

The amendment lists material exhibits including the Purchase Agreement, Equity Distribution Agreement, and underwriting agreement incorporated by reference, which frame financing, distribution, and contractual obligations connected to the Offer.

Cash‑flow treatment for sellers is determined by the tender price of $11.00 per share; specific acceptance conditions remain those set in the Offer to Purchase.

Key Figures

Aggregate tender amount: $150,000,000 Purchase price per share: $11.00 per share Offer effective date (original): May 12, 2026 +2 more

5 metrics

Aggregate tender amount $150,000,000 aggregate amount of shares the Purchaser offers to purchase

Purchase price per share $11.00 per share price offered to sellers, less any applicable withholding taxes

Offer effective date (original) May 12, 2026 date of the Offer to Purchase incorporated by reference

Amendment date June 15, 2026 date shown on signature for Amendment No. 5

CUSIP 302635206 CUSIP number for FS KKR common stock

Key Terms

Schedule TO, Offer to Purchase, Letter of Transmittal, Purchase Agreement

4 terms

Schedule TO regulatory

"This Amendment amends and supplements the Tender Offer Statement on Schedule TO originally filed by Purchaser on May 12, 2026"

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.

Offer to Purchase financial

"pursuant to the Offer to Purchase dated May 12, 2026, as amended"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

Letter of Transmittal financial

"in the related Letter of Transmittal, as amended by Amendment No. 3 to the Schedule TO"

A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.

Purchase Agreement legal

"Purchase Agreement, dated May 10, 2026, by and between the Purchaser and the Company"

A purchase agreement is a legally binding contract that spells out exactly what is being bought, for how much, and under what conditions, including timelines, seller and buyer promises, and protections if things go wrong. For investors it matters because the agreement fixes the deal’s price, risks and closing conditions—like a detailed receipt and return policy for a large transaction—so it helps determine whether the deal will complete and how it will affect the company’s value and cash flow.

FAQ

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

What does the Amendment No. 5 to the Schedule TO for FSK state?

It states that KKR Alternative Assets L.P. is amending and supplementing its Schedule TO in connection with its offer to purchase up to $150,000,000 of FS KKR common stock at $11.00 per share, and incorporates prior exhibits and agreements.

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

The tender offer is for up to an aggregate of $150,000,000 of common stock, with the purchase price set at $11.00 per share, less any applicable withholding taxes, per the Offer to Purchase dated May 12, 2026.

Which documents are incorporated by reference in this amendment to the Schedule TO?

This amendment incorporates the Offer to Purchase, the Letter of Transmittal, a press release, the May 10, 2026 Purchase Agreement, and related underwriting and advisory agreements cited in Item 11 of the Schedule TO.

Is KKR Alternative Assets Limited participating directly in the offer?

The filing names KKR Alternative Assets Limited as a bidder because it controls the Purchaser, but it states that KKR Alternative Assets Limited otherwise is not participating in the Offer; the Purchaser is KKR Alternative Assets L.P.

What filings and exhibits are referenced for FS KKR Capital Corp.'s tender offer?

Referenced items include the Offer to Purchase (Exhibit (a)(1)(A)), Letter of Transmittal (Exhibit (a)(1)(B)), press release (Exhibit 99.1), Purchase Agreement (Exhibit 10.1 on Form 8-K), and underwriting and distribution agreements from the company’s SEC filings.

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

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Accepted by SEC EDGAR 06/15/2026 - 09:01 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 5)

Tender Offer Statement Pursuant to 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 Person (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 Amendment No. 5 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed by KKR Alternative Assets L.P., a Delaware limited partnership (the “Purchaser”), on May 12, 2026, as amended by Amendment No. 1 filed on May 22, 2026, Amendment No. 2 filed on June 2, 2026, Amendment No. 3 filed on June 5, 2026 and Amendment No. 4 filed on June 12, 2026 (as amended, the “Schedule TO”) in connection with the Purchaser’s offer 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, 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 by Amendment No. 1 to the Schedule TO, Amendment No. 2 to the Schedule TO and Amendment No. 3 to the Schedule TO (the “Offer to Purchase”), which was previously filed with the Schedule TO as Exhibit (a)(1)(A), and in the related Letter of Transmittal, as amended by Amendment No. 3 to the Schedule TO (the “Letter of Transmittal”), which was previously filed with the Schedule TO as Exhibit (a)(1)(B), which, together with Amendment No. 1 to the Schedule TO, Amendment No. 2 to the Schedule TO, Amendment No. 3 to the Schedule TO, Amendment No. 4 to the Schedule TO and this Amendment collectively constitute the “Offer.”

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

Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO 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 TO. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Schedule TO and the Offer to Purchase.

Item 11.
Additional Information.

The disclosure in Item 11 of the Schedule TO is hereby amended and supplemented as follows:

• The Purchaser has received the final results of the Offer, which expired at 11:59 p.m., New York City time, on June 11, 2026 (the “Expiration Date”).

• The Purchaser has accepted for purchase 13,636,363 Shares validly tendered and received, and not properly withdrawn at or before the Expiration Date, at a purchase price of $11.00 per Share for an aggregate purchase price of $149,999,993, excluding fees and expenses relating to the Offer.

• Since the Offer was oversubscribed, the Purchaser accepted the Shares on a pro rata basis and has been informed by the Depositary that the final proration factor for the Offer is 75.779%.

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Item 12.
Exhibits.

(a)(1)(A)			Offer to Purchase (incorporated by reference to Exhibit (a)(1)(A) to the Schedule TO-T filed by the Purchaser on May 12, 2026).
(a)(1)(B)			Letter of Transmittal (including Internal Revenue Service Form W-9) (incorporated by reference to Exhibit (a)(1)(B) to the Schedule TO-T filed by the Purchaser on May 12, 2026).
(a)(1)(C)			Press Release issued by the Purchaser on May 11, 2026 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by the Purchaser on May 11, 2026).
(a)(1)(D)			Summary Advertisement as published in The Wall Street Journal on May 12, 2026 (incorporated by reference to Exhibit (a)(1)(D) to the Schedule TO-T filed by the Purchaser on May 12, 2026).
(b)			None.
(d)(1)			Purchase Agreement, dated May 10, 2026, by and between the Purchaser and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 11, 2026).
(d)(2)			Form of Equity Distribution Agreement (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed on February 25, 2026).
(d)(3)			Amended and Restated Investment Advisory Agreement, dated as of June 16, 2021, by and between the Company and the Adviser (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed on February 25, 2026).
(d)(4)			Administration Agreement, dated as of April 9, 2018, by and between the Company and the Adviser (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed on February 25, 2026).
(d)(5)			Amendment No. 1 to Third Amended and Restated Senior Secured Revolving Credit Agreement, dated as of May 8, 2026, by and among the Company, JPMorgan Chase Bank, N.A. and each of the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed on May 11, 2026).
(d)(6)			Underwriting Agreement, dated June 1, 2026, by and among the Company, the Adviser and 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., as representatives of the underwriters named in Schedule A thereto (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on June 2, 2026).
(g)			None.
(h)			None.

2

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.

Date: June 15, 2026

KKR Alternative Assets L.P.
By: KKR Alternative Assets Limited, its general partner
By:			/s/ Noah Greenhill
			Name:			Noah Greenhill
			Title:			Authorized Signatory
KKR Alternative Assets Limited
By:			/s/ Noah Greenhill
			Name:			Noah Greenhill
			Title:			Authorized Signatory

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