KKR offers $150M tender for FS KKR Capital (NYSE: FSK) at $11

Rhea-AI Filing Summary

FS KKR Capital Corp. is the subject of a tender offer by KKR Alternative Assets L.P. to purchase up to $150,000,000 in aggregate amount of common stock at a purchase price of $11.00 per share, as set forth in the Offer to Purchase dated May 12, 2026. The Offer is governed by the terms in the Offer to Purchase and the related Letter of Transmittal, and names KKR Alternative Assets Limited as general partner of the purchaser; the general partner is identified as a bidder but is not otherwise participating in the Offer.

Insights

M&A/Tender Offer Counsel

KKR proposes a fixed-price cash tender for up to $150M of FSK stock at $11.00 per share.

The statement incorporates the Offer to Purchase dated May 12, 2026 and a Letter of Transmittal, establishing a cash offer at a stated price of $11.00 per share for an aggregate target of $150,000,000. The filing identifies customary sections covering acceptance, withdrawal rights, conditions and sources of funds.

Timing and completion conditions are governed by the terms "as set forth" in the Offer to Purchase; the filing references a Purchase Agreement dated May 10, 2026 and other agreements. Cash‑flow treatment and closing conditions are contained in the incorporated Offer to Purchase.

Corporate Finance

Transaction is a defined, fixed-price repurchase-style offer rather than a registered shelf sale.

The purchaser proposes to buy Shares for cash at a fixed $11.00 per share up to an aggregate of $150,000,000; the Schedule TO incorporates Section 12 on Source and Amount of Funds. The filing also references an amended credit agreement dated May 8, 2026 and an equity distribution agreement, which appear in the exhibit list.

Completion depends on the Offer's conditions and the terms in the Purchase Agreement; specific acceptance mechanics, withdrawal rights, and tax consequences are in the incorporated Offer to Purchase and Letter of Transmittal.

Key Figures

Aggregate offer size: $150,000,000 Purchase price: $11.00 per share Offer to Purchase date: May 12, 2026 +3 more

6 metrics

Aggregate offer size $150,000,000 aggregate amount of Shares to be purchased

Purchase price $11.00 per share fixed cash price in the Offer to Purchase dated May 12, 2026

Offer to Purchase date May 12, 2026 date of the Offer to Purchase incorporated into this Schedule TO

Purchase Agreement date May 10, 2026 Purchase Agreement between the Purchaser and the Company referenced as an exhibit

Revolving credit amendment May 8, 2026 Amendment No.1 to Senior Secured Revolving Credit Agreement referenced in exhibits

CUSIP 302635206 CUSIP Number of the class of securities (common stock)

Key Terms

Tender Offer, Offer to Purchase, Letter of Transmittal, Purchase Agreement, +1 more

5 terms

Tender Offer financial

"This Schedule TO relates to the offer (the “Offer”) by KKR Alternative Assets L.P."

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.

Offer to Purchase regulatory

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

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

"related Letter of Transmittal (the “Letter of Transmittal”)"

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.

Equity Distribution Agreement financial

"Form of Equity Distribution Agreement (incorporated by reference)"

An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

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 Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this “Schedule TO”) relates to the offer (the “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 (the “Purchase Price”), 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 (the “Offer to Purchase”), which is filed with this Schedule TO as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the “Letter of Transmittal”), which is filed with this Schedule TO as Exhibit (a)(1)(B), which, together with any amendments or supplements thereto, collectively constitute the “Offer.”

KKR Alternative Assets Limited, the general partner of the Purchaser (the “General Partner”), is being named as a bidder in in this Schedule TO because it is deemed to control the Purchaser, but otherwise is not participating in the Offer.

Item 1.
Summary Term Sheet.

Reference is made to the section entitled “Summary Term Sheet” of the Offer to Purchase that is attached hereto as Exhibit (a)(1)(A) and is hereby incorporated by reference.

Item 2.
Subject Company Information.

(a)
The name of the subject company and the issuer of the securities to which this Schedule TO relates is FS KKR Capital Corp., a Maryland corporation. The Company’s principal executive offices are located at 3025 JFK Boulevard, OFC 500, Philadelphia, PA 19104. The Company’s telephone number at such principal executive offices is (215) 495-1150.

(b)
This Schedule TO relates to the issued and outstanding Shares of the Company. According to the Company, as of May 6, 2026, there were an aggregate of 280,066,433 Shares issued and outstanding. Subject to the conditions set forth in the Offer to Purchase, the Purchaser will purchase up to $150,000,000 in aggregate amount of the Shares that are tendered by holders of the Shares and not withdrawn as described in the Offer to Purchase.

(c)
The information set forth in Section 6 — “Net Asset Value of Shares; Dividends” in the Offer to Purchase is incorporated herein by reference.

Item 3.
Identity and Background of Filing Person.

This Schedule TO is being filed by the Purchaser and the General Partner. The information set forth in Section 9 — “Certain Information Concerning the Purchaser” in the Offer to Purchase and in Schedule A of the Offer to Purchase is incorporated herein by reference.

Item 4.
Terms of the Transaction.

The information set forth in the section entitled “Summary Term Sheet,” Section 2 — “Acceptance for Payment and Payment of Shares,” Section 3 — “Procedures for Tendering Shares,” Section 4 — “Withdrawal Rights,” Section 5 — “Material United States Federal Income Tax Consequences of the Offer” and Section 13 — “Conditions of the Offer” of the Offer to Purchase is incorporated herein by reference.

Item 5.
Past Contacts, Transactions, Negotiations and Agreements.

The information set forth in the section entitled “Summary Term Sheet,” Section 10 — “Background of the Offer; Past Contacts, Transactions, Negotiations and Agreements” and Section 11 — “Purpose of the Offer and Plans for the Company” of the Offer to Purchase is incorporated herein by reference.

Item 6.
Purposes of the Transaction and Plans or Proposals.

The information set forth in the section entitled “Summary Term Sheet,” Section 7 — “Possible Effects of the Offer; Listing; Exchange Act Registration” and Section 11 — “Purpose of the Offer and Plans for the Company” of the Offer to Purchase is incorporated herein by reference.

1

Item 7.
Source and Amount of Funds or Other Consideration.

The information set forth in the section entitled “Summary Term Sheet” and Section 12 — “Source and Amount of Funds” of the Offer to Purchase is incorporated herein by reference.

Item 8.
Interest in Securities of the Subject Company.

The information set forth in Section 8 — “Certain Information Concerning the Company” and Section 9 — “Certain Information Concerning the Purchaser” of the Offer to Purchase is incorporated herein by reference.

Item 9.
Persons/Assets Retained, Employed, Compensated or Used.

The information set forth in Section 16 — “Fees and Expenses” of the Offer to Purchase is incorporated herein by reference.

Item 10.
Financial Statements.

The information set forth in Section 9 — “Certain Information Concerning the Purchaser” of the Offer to Purchase is incorporated herein by reference.

Item 11.
Additional Information.

(a)(1)			The information set forth in Section 10 — “Background of the Offer; Past Contacts, Transactions, Negotiations and Agreements” of the Offer to Purchase is incorporated herein by reference.
(a)(2)			The information set forth in Section 14 — “Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase is incorporated herein by reference.
(a)(3)			The information set forth in Section 13 — “Conditions of the Offer” and Section 14 — “Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase is incorporated herein by reference.
(a)(4)			Not applicable.
(a)(5)			None.
(c)			The information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference.

2

Item 12.
Exhibits.

(a)(1)(A)*			Offer to Purchase, dated May 12, 2026.
(a)(1)(B)*			Letter of Transmittal (including Internal Revenue Service Form W-9).
(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.
(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).
(g)			None.
(h)			None.
107*			Calculation of Filing Fee Table.

*
Filed herewith.

Item 13.
Information Required by Schedule 13E-3.

Not applicable.

3

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: May 12, 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

4

FAQ

What is the size and price of the tender offer for FS KKR Capital (FSK)?

The offer is for up to $150,000,000 aggregate amount of shares at $11.00 per share. The terms are set forth in the Offer to Purchase dated May 12, 2026 and the related Letter of Transmittal.

Who is making the tender offer for FSK and who is named as bidder?

The purchaser is KKR Alternative Assets L.P.; KKR Alternative Assets Limited is named as the general partner and bidder but is not otherwise participating in the Offer. The Schedule TO is filed by both entities.

Where are the Offer mechanics and conditions described for the FSK tender?

Procedures, acceptance, withdrawal rights and conditions are incorporated from the Offer to Purchase, including sections titled "Acceptance for Payment and Payment of Shares" and "Conditions of the Offer." Refer to the Offer to Purchase dated May 12, 2026.

Are related agreements referenced in the Schedule TO for the FSK offer?

Yes. The filing references a Purchase Agreement dated May 10, 2026, an Equity Distribution Agreement, and an amended Senior Secured Revolving Credit Agreement dated May 8, 2026 in the exhibit list.