Form 8-K
8-K — FS KKR Capital Corp
Accession: 0001104659-26-058250
Filed: 2026-05-11
Period: 2026-05-10
CIK: 0001422183
Item: Entry into a Material Definitive Agreement
Item: Results of Operations and Financial Condition
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — tm2614112d1_8k.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (tm2614112d1_ex10-1.htm)
EX-99.1 — EXHIBIT 99.1 (tm2614112d1_ex99-1.htm)
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8-K — FORM 8-K
8-K (Primary)
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0001422183
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2026-05-10
2026-05-10
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 10, 2026
FS KKR Capital Corp.
(Exact name of Registrant as specified in its
charter)
Maryland
814-00757
26-1630040
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
3025 JFK Boulevard, OFC 500
Philadelphia, Pennsylvania
19104
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code: (215) 495-1150
None
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
Trading Symbol(s)
Name of each exchange
on which registered
Common stock
FSK
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
¨ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Item 1.01.
Entry into a Material Definitive Agreement.
Purchase Agreement
On
May 10, 2026, FS KKR Capital Corp. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”)
with KKR Alternative Assets L.P., a Delaware limited partnership (the “Purchaser”), pursuant to which the Purchaser has
agreed to purchase $150,000,000 in newly issued shares of the Company’s cumulative convertible perpetual preferred stock (the
“Convertible Preferred Stock”). The Convertible Preferred Stock will be a series of the Company’s preferred stock, par
value $0.001 per share. The Purchaser is an affiliate of KKR & Co. Inc. (“KKR”). The Company’s investment adviser,
FS/KKR Advisor, LLC (the “Adviser”), is jointly operated by KKR Credit Advisors (US) LLC (“KKR Credit”), which
is also an affiliate of KKR, and FSJV Holdco, LLC, an affiliate of Franklin Square Holdings L.P. (which does business as Future Standard).
The
closing of the purchase is subject to the expiration of the Purchaser’s concurrently announced third-party tender offer (the
“Tender Offer”) for up to $150 million in aggregate amount of shares of the Company’s common stock, par value $0.001
per share (the “Common Stock”), and other customary closing conditions and the expiration or termination of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and is expected to occur on the 11th business
day following the expiration of the Tender Offer.
The Company intends to use the proceeds from the
sale of Convertible Preferred Stock for general corporate purposes including, without limitation, funding any Common Stock repurchase
program or debt repayment. The Convertible Preferred Stock will rank senior to the Common Stock with respect to all liquidation, winding
up, dissolution, dividend and distribution rights. The Convertible Preferred Stock will have a liquidation preference equal to $25.00
per share (the “Liquidation Preference”), plus an amount equal to all accrued but unpaid dividends, if any, accumulated to
(but excluding) the date fixed for distribution or payment, whether or not earned or declared by the Company, but excluding interest on
any such distribution or payment. Dividends on the Convertible Preferred Stock will be payable on a quarterly basis in an initial amount
equal to 5.00% per annum of the Liquidation Preference per share, payable in cash or, at the Company's option, 7.00% per annum of the
Liquidation Preference per share payable in additional shares of Convertible Preferred Stock; provided that the Company shall be prohibited
from paying dividends in additional shares of Convertible Preferred Stock if the conversion feature at the time of issuance of such additional
shares is equal to or greater than 10.00% of the value of the Convertible Preferred Stock. After the 5.5-year anniversary of the issue
date, the dividend rate will increase annually by 1.00% per annum.
After the 6-month anniversary of the issue date,
the Convertible Preferred Stock will be convertible into (i) the number of shares of Common Stock equal to the quotient of (a) the Liquidation
Preference, plus an amount equal to accumulated but unpaid dividends, if any, on such shares (whether or not earned or declared, but excluding
interest on such dividends) to, but excluding, the date fixed for such conversion and (b) the conversion price as of the applicable conversion
date (which shall not be less than the NYSE Minimum Price (as defined below)), plus (ii) cash in lieu of fractional shares. The initial
conversion price will equal $18.83; provided, however, that in no event shall the conversion price be less than the NYSE Minimum Price.
At
any time, upon approval by the Company’s board of directors (the “Board”), including a majority of the independent
directors, the Company may, at its election, redeem all or any part of the then-outstanding shares of Convertible Preferred Stock in
cash at a price per share equal to the Liquidation Preference, plus an amount equal to all accumulated but unpaid dividends, if any,
accumulated to (but excluding) the date fixed for redemption, whether or not earned or declared by the Company, but excluding
interest on any such distribution or payment. The Purchaser will have the right to convert any shares of the Convertible Preferred
Stock prior to the date fixed for such redemption. At any time on or after the thirty-six month anniversary of the issue
date, upon approval by the Board, including a majority of the independent directors, so long as the volume weighted average price of
the Company’s Shares on the NYSE for the 30 consecutive trading days ending on (and including) the trading day immediately
preceding the date on which the Company delivers notice of redemption equals or exceeds the conversion price then in effect, the
Company may, at its election, may redeem all or any part of the then-outstanding shares of Convertible Preferred Stock by delivering
Shares in lieu of cash, at a redemption price equal to the Liquidation Preference, plus an amount equal to all accumulated but
unpaid dividends, if any, accumulated to (but excluding) the date fixed for redemption, whether or not earned or declared by the
Company, but excluding interest on any such distribution or payment. The Purchaser will have the right to convert any shares of the
Convertible Preferred Stock prior to the date fixed for such redemption.
At any time after the 6-year anniversary of the
issue date, upon 90 days’ notice, the Purchaser will have the option, at its election, to require the Company to redeem any or all
of the then-outstanding shares of Convertible Preferred Stock for cash consideration equal to the Liquidation Preference of the shares
of Convertible Preferred Stock to be redeemed, plus an amount equal to accumulated but unpaid dividends, if any, on such shares (whether
or not earned or declared, but excluding interest on such dividends) to, but excluding, the date fixed for such redemption. The Purchaser
will have the right to convert any shares of Convertible Preferred Stock prior to the date fixed for any such redemption.
Upon
the occurrence of a Change of Control of the Company (as defined in the articles supplementary that will establish the Convertible Preferred
Stock), the Purchaser will have the option to require the Company to immediately redeem all then-outstanding shares of Convertible
Preferred Stock for cash consideration equal to the Liquidation Preference thereof, plus an amount equal to all accumulated but unpaid
dividends thereon to, but excluding, the redemption date (whether or not earned or declared, but excluding interest). The Purchaser will
have the right to convert any shares of Convertible Preferred Stock prior to the date fixed for such Change of Control redemption.
Pursuant to the Purchase Agreement, the Purchaser
has agreed that, for a period of one year following the issuance of the Convertible Preferred Stock (the “Restriction Date”),
it will not, directly or indirectly, sell, pledge, transfer, dispose of, or enter into any swap or other arrangement that transfers any
of the economic consequences of ownership of the Convertible Preferred Stock or the shares of Common Stock into which it is convertible,
subject to exceptions for (i) redemption of Convertible Preferred Stock by the Company and (ii) the Purchaser’s exercise of its
conversion right. Following the Restriction Date, the Purchaser will be required to notify the Board of any transfer substantially concurrently
therewith.
Each holder of Convertible Preferred Stock will
be entitled to vote on an as-converted basis on each matter submitted to a vote of stockholders of the Company. In addition, for so long
as the Company is subject to the Investment Company Act of 1940, as amended (the “1940 Act”), the holders of Convertible Preferred
Stock, voting separately as a single class, shall have the right to elect two (2) members of the Board at all times (initially expected
to be James H. Kropp and Elizabeth J. Sandler), and the balance of the directors shall be elected by the holders of shares of Common
Stock and the Convertible Preferred Stock voting together; provided, however, if the Adviser is the Company’s investment adviser
and the Purchaser or its affiliates beneficially own greater than 50% of the outstanding Convertible Preferred Stock, the independent
directors of the Company selected by the Purchaser or its affiliates shall be eligible to serve as directors elected separately by the
holders of Convertible Preferred Stock. If, at any time, accumulated dividends on the outstanding shares of Convertible Preferred Stock
equal to at least two full years’ dividends shall be due and unpaid, or if holders of any other preferred stock become entitled
to elect a majority of directors of the Company under the 1940 Act, then the number of directors constituting the Board shall automatically
increase by the smallest number that, when added to the two directors elected exclusively by holders of the Convertible Preferred Stock,
would constitute a majority of the Board. During any such period, the holders of the Convertible Preferred Stock and any other preferred
stock shall have the power to elect such additional directors, voting separately as a class.
“NYSE
Minimum Price” means the lower of (x) the official closing price of the shares of Common Stock on the New York Stock Exchange
(“NYSE”) immediately preceding the signing of the Purchase Agreement and (y) the average official closing price of the shares
of Common Stock on the NYSE for the five trading days immediately preceding the signing of the Purchase Agreement, in each case, as adjusted
pursuant to certain anti-dilution adjustments.
The shares of Convertible Preferred Stock were
offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). These securities
have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered
or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the Securities Act, as applicable.
Registration Rights Agreement
Concurrently with the issuance of the Convertible
Preferred Stock, the Company and the Purchaser expect to enter into a Registration Rights Agreement (the “Registration Rights Agreement”),
pursuant to which the Purchaser (and certain permitted transferees) will have the right to require the Company to register for resale
under the Securities Act shares of Common Stock issued upon conversion of the Convertible Preferred Stock and certain other shares of
Common Stock held by the Purchaser and its affiliates as of the closing date of the Convertible Preferred Stock offering (collectively,
the “Registrable Securities”). The Purchaser will have demand registration rights (not to exceed three Demand Requests (as
defined in the Registration Rights Agreement) in any 365-day period), customary piggyback registration rights in connection with Company-initiated
registrations, and the right to require the Company to use commercially reasonable efforts to maintain a continuously effective shelf
registration statement on Form N-2 covering the Registrable Securities from and after the Registration Date until the Purchaser has sold
all Registrable Securities. The Company Registration Rights Agreement will include customary indemnification and contribution provisions,
which survive termination of the Registration Rights Agreement.
The descriptions above are only summaries of the
material provisions of the Purchase Agreement and the Registration Rights Agreement and are qualified in their entirety by reference to
the copies of the Purchase Agreement and the form of Registration Rights Agreement, which are filed as Exhibit 10.1 and included in Exhibit
10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The Purchase Agreement and Registration Rights
Agreement contain representations, warranties and covenants made by the respective parties to each other as of specified dates. The representations
and warranties in such agreements were made solely for the benefit of the other parties thereto and may be subject to limitations agreed
upon by the contracting parties. Investors should not rely on such representations, warranties and covenants as characterizations of the
actual state of facts or circumstances at the time they were made or at any other time.
Item 2.02.
Results of Operations and Financial Condition.
On May 11, 2026, the Company issued a press release
(the “Press Release”) providing an overview of its results for the quarter ended March 31, 2026, recently implemented or approved
stockholder support measures, and related matters. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
The information in this Item 2.02, including Exhibit
99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference
into any filing under the Securities Act or the Exchange Act, unless it is specifically incorporated by reference therein.
Item 7.01.
Regulation FD Disclosure.
In the Press Release, the Company announced a cash
distribution on the Common Stock totaling $0.42 per share, which will be paid on or about July 2, 2026 to stockholders of record as of
the close of business on June 17, 2026.
The Company will make available under the “Events
& Presentations” page within the “For Investors” section of the Company’s website (www.fskkrcapitalcorp.com)
a presentation containing financial and operating information in advance of its previously announced May 11, 2026 conference call.
The information furnished in this Item 7.01 shall
not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that
section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.
Forward-Looking Statements
This Current Report on Form 8-K may contain certain
forward-looking statements, including statements with regard to future events or the future performance or operation of the Company. Words
such as “believes,” “expects,” “projects” and “future” or similar expressions are intended
to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future
results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking
statements. Factors that could cause actual results to differ materially include changes in the economy, risks associated with possible
disruption in the Company’s operations or the economy generally due to terrorism, geo-political risks, natural disasters or pandemics,
future changes in laws or regulations and conditions in the Company’s operating area, and the price at which shares of Common Stock
may trade on the New York Stock Exchange. Some of these factors are enumerated in the filings the Company makes with the Securities and
Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
EXHIBIT NUMBER
DESCRIPTION
10.1*
Purchase Agreement, dated as of May 10, 2026, by and between the Company and KKR Alternative Assets L.P.
99.1
Press Release, dated May 11, 2026 (furnished herewith).
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Exhibits and/or schedules to this Exhibit have been omitted in accordance with Item 601 of Regulation S-K. The registrant agrees to
furnish supplementally a copy of all omitted exhibits and/or schedules to the SEC upon its request.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
FS KKR Capital Corp.
Date: May 11, 2026
By:
/s/ Stephen Sypherd
Stephen Sypherd
General Counsel and Secretary
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2614112d1_ex10-1.htm · Sequence: 2
Exhibit 10.1
Execution
Version
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT
(this “Agreement”) is entered into as of May 10, 2026, by and among FS KKR Capital Corp., a Maryland corporation
(the “Company”), and KKR Alternative Assets L.P., a Delaware limited partnership (the “Purchaser”).
WHEREAS, subject to
the terms and conditions set forth in this Agreement, the Company desires to issue, and the Purchaser desires to purchase, shares of Cumulative
Convertible Perpetual Preferred Stock, liquidation preference $25.00 per share (the “Convertible Preferred Stock”),
a series of the Company’s preferred stock (the “Preferred Stock”), established by articles supplementary to the
charter of the Company reflecting the terms outlined in the term sheet attached hereto as Exhibit A, upon the terms and conditions
as more particularly provided herein; and
NOW, THEREFORE, in
consideration of the foregoing and of the mutual agreements hereinafter contained and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Company and each Purchaser hereby agree as follows:
ARTICLE I
PURCHASE AND SALE; CLOSINGS
1.1 Purchase
and Sale of the Purchased Shares. At the Closing (as defined in Section 1.2), the Company shall sell to the Purchaser, and the
Purchaser shall buy from the Company, upon the terms and conditions hereinafter set forth, 6,000,000 shares of Convertible Preferred Stock
(such Convertible Preferred Stock, the “Purchased Shares”), at the purchase price of $25.00 per share.
1.2 The
Closing. Upon the purchase and sale of the Purchased Shares (the “Closing”) (a) the purchase price for the
Purchased Shares being purchased by the Purchaser (the “Purchase Price”) shall be delivered by or on behalf of the
Purchaser to the Company as more particularly provided in Section 1.4 and (b) the Company shall deliver to the Purchaser the
number of Purchased Shares as more particularly provided in Section 1.5.
1.3 Notice of Closings.
The Company shall provide notice of the Closing to the Purchaser no fewer than six (6) business days prior to the Closing which shall
specify the time, date and location of the Closing.
1.4 Delivery
of the Purchase Price. At the Closing, the Purchaser shall remit by wire transfer the amount of funds equal to the Purchase Price
with respect to the Purchased Shares being purchased by it to the account designated by the Company in writing to the Purchaser.
1.5 Delivery
of the Purchased Shares. On the date of the Closing, the Company shall update, or cause its transfer agent to update, the share register
for the Convertible Preferred Stock to reflect the names and addresses of the Purchaser and the number of shares of each sub-series of
Convertible Preferred Stock held by the Purchaser. For the avoidance of doubt, the Purchased Shares shall initially be issued in uncertificated
form.
1
1.6 Conditions
to the Company’s Obligations. The Company’s obligation to sell and issue the Purchased Shares to the Purchaser will be
subject to the fulfillment, prior to or at the Closing, of the following conditions:
(a) The
Company shall have received the Purchase Price from the Purchaser as set forth in Section 1.4.
(b) The
representations and warranties made by the Purchaser in this Agreement shall be correct when made and at the Closing.
(c) The
Purchaser shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or
complied with by it prior to or at the Closing.
(d) The
tender offer by the Purchaser for shares of common stock of the Company, par value $0.001 per share (“Common Stock”),
shall have expired not fewer than eleven (11) business days prior to such Closing.
(e) No
consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory
authority shall be required for the execution, delivery and performance by the Company of the transactions contemplated by this Agreement,
the issuance and sale of the Purchased Shares (including the issuance of Common Stock upon conversion thereof) and the consummation of
the transactions contemplated by this Agreement (including, for the avoidance of doubt, 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 sale and issuance
of the Purchased Shares (the “HSR Waiting Period”)) except for such consents, approvals, authorizations, orders and
registrations or qualifications (i) as will have been obtained or made on or prior to Closing and (ii) the failure of which
to obtain or make would not, individually or in the aggregate, reasonably be expected to have a material adverse effect.
1.7 Conditions
to Purchaser’s Obligations. The Purchaser’s obligation to purchase the Purchased Shares to be purchased by it hereunder
is subject to the fulfillment, prior to or at the Closing, of the following conditions:
(a) The
representations and warranties of the Company in this Agreement shall be correct when made and at the Closing.
(b) The
Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied
with by it prior to or at the Closing.
(c) The
Company shall have delivered to the Purchaser an officer’s certificate from the Company’s Chief Executive Officer, Chief Financial
Officer, President, or other senior officer, dated the date of the Closing, certifying, on behalf of the Company and not in any personal
capacity, that the conditions specified in Sections 1.7(a) and 1.7(b) have been fulfilled.
(d) The
Company shall have delivered to the Purchaser a certificate of its Secretary, dated the date of the Closing, certifying as to (i) the
resolutions attached thereto and other proceedings relating to the authorization, issuance and sale of the Purchased Shares and the authorization,
execution and delivery of this Agreement and (ii) the Company’s organizational documents as then in effect.
(e) The
Company shall have delivered its counterpart signature to a registration rights agreement in substantially the form attached hereto as
Exhibit B.
2
(f) No
judgment, injunction, decree or other legal restraint (each, an “Order”) prohibiting the consummation of the transactions
contemplated by this Agreement shall have been issued by any foreign, federal, state, commonwealth, provincial, local or other court,
governmental authority, tribunal, commission or regulatory body or self-regulatory body (including any securities exchange), or any political
or other subdivision, department, agency or branch of any of the foregoing (each, a “Governmental Body”) and be continuing
in effect, there shall be no pending claim, action, demand, suit, proceeding, binding mediation or arbitration, demand, charge, subpoena,
complaint or indictment, including before any Governmental Body or authorized arbitrator (a “Proceeding”) commenced
by a Governmental Body seeking an Order that would prohibit the transactions contemplated by this Agreement, and the consummation of the
transactions contemplated by this Agreement shall not have been prohibited or rendered illegal under any applicable law.
(g) No
consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory
authority shall be required for the execution, delivery and performance by the Company of the transactions contemplated by this Agreement,
the issuance and sale of the Purchased Shares (including the issuance of Common Stock upon conversion thereof) and the consummation of
the transactions contemplated by this Agreement (including, for the avoidance of doubt, the expiration or termination of the HSR Waiting
Period) except for such consents, approvals, authorizations, orders and registrations or qualifications (i) as will have been obtained
or made on or prior to Closing and (ii) the failure of which to obtain or make would not, individually or in the aggregate, reasonably
be expected to have a material adverse effect.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1 Purchaser
Representations and Warranties. In connection with the purchase and sale of the Purchased Shares, the Purchaser represents and warrants
to the Company that:
(a) The
Purchaser understands that the Purchased Shares are “restricted securities” and have not been registered under the Securities
Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws and the Purchaser is acquiring
the Purchased Shares as principal for its own account and not with a view to or for the purpose of distributing or reselling such securities
or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing
any of such Purchased Shares in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement
or understandings with any other persons to distribute or regarding the distribution of such Purchased Shares in violation of the Securities
Act or any applicable state securities law.
(b) The
Purchaser represents that it (i) is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated
under the Securities Act, (ii) either alone or together with its representatives has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest, and
has so evaluated the risks and merits of such investment and made such informed decision to so invest, (iii) has the ability to bear
the economic risks of this investment and can afford a complete loss of such investment, (iv) understands the terms of and risks
associated with the purchase of the Purchased Shares, including a lack of liquidity, pricing availability and risks associated with the
industry in which the Company operates, (v) has had the opportunity to review such disclosure regarding the Company, its business
and its financial condition as the Purchaser has determined to be necessary or relevant in connection with the purchase of the Purchased
Shares, and has carefully reviewed such disclosure and (vi) has had a full opportunity to ask such questions and make such inquiries
concerning the Company, its business and its financial condition as the Purchaser has deemed appropriate in connection with such purchase
and to receive satisfactory answers to such questions and inquiries.
3
(c) The
Purchaser has full limited partnership power or other right, power, authority and capacity to enter into this Agreement and to consummate
the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement.
This Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Purchaser. Assuming due authorization,
execution and delivery by or on behalf of the Company, this Agreement constitutes a legal, valid and binding obligation of such Purchaser
enforceable against the Purchaser in accordance with its terms, subject to the qualification that the enforceability of the Purchaser's
obligations thereunder may be limited by U.S. bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws
affecting creditors' rights generally, whether statutory or decisional, and to general equitable principles (regardless of whether enforcement
is sought in a proceeding in equity or at law), and except as enforcement of rights to indemnity or contribution thereunder may be limited
by federal or state securities laws.
(d) The
Purchaser understands that nothing in this Agreement or any other materials presented to Purchaser by or on behalf of the Company in connection
with the purchase and sale of the Purchased Shares constitutes legal, tax or investment advice. The Purchaser has consulted such legal,
tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of Purchased
Shares.
(e) The
Purchaser is not (i) currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury
Department (“OFAC”), the European Union, the United Kingdom, or the United Nations or any other relevant sanctions
authority or (ii) located, organized or resident in a country or territory that is subject to sanctions by OFAC or any other relevant
sanctions authority; and the Purchaser will not knowingly use funds from any payment made pursuant to the terms of the Purchased Shares,
or lend, contribute or otherwise make available such funds to any subsidiary, joint venture partner or other person or entity, for the
purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC or any other relevant sanctions
authority.
2.2 Company
Representations and Warranties. In connection with the purchase and sale of the Purchased Shares, the Company represents and warrants
to the Purchaser that:
(a) The
Company (i) has been duly formed and has legal existence as a Maryland corporation and is in good standing under the laws of the
State of Maryland; and (ii) has full corporate power and authority to own, lease and operate its properties and assets, and conduct
its business as currently conducted.
(b) The
Company has full corporate power and authority to enter into this Agreement and to perform all of the terms and provisions hereof to be
carried out by it. This Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Company. Assuming
due authorization, execution and delivery by the other parties thereto, this Agreement constitutes a legal, valid and binding obligation
of the Company enforceable in accordance with its terms, subject to the qualification that the enforceability of the Company’s obligations
thereunder may be limited by U.S. bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting
creditors’ rights generally, whether statutory or decisional, and to general equitable principles (regardless of whether enforcement
is sought in a proceeding in equity or at law), and except as enforcement of rights to indemnity or contribution thereunder may be limited
by federal or state securities laws.
4
(c) The
Purchased Shares to be issued and delivered to and paid for by the Purchaser in accordance with this Agreement have been duly authorized
and when issued and delivered to the Purchaser against payment therefor as provided by this Agreement will have been validly issued and
will be fully paid and nonassessable. The shares of Common Stock issuable upon conversion of the Purchased Shares have been duly authorized
and when issued and delivered to the Purchaser pursuant to the terms of the Purchased Shares will be validly issued, fully paid and nonassessable.
(d) The
execution and delivery by the Company of this Agreement and the issuance and sale of the Purchased Shares do not and will not as of Closing
(i) conflict with or result in a breach of the terms, conditions or provisions of the charter or the bylaws of the Company (in effect
on the date hereof or as may be amended prior to Closing), (ii) conflict with or result in a breach or violation of any of the terms
or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property
or assets of the Company pursuant to, any indenture, mortgage, deed of trust, loan agreement or other material contract to which the Company
is a party, or (iii) result in a violation of any material law, statute, rule, regulation, agreement, order, judgment or decree to
which the Company is subject.
(e) Assuming
the accuracy of the representations made by Purchaser in this Agreement, no consent, approval, order or authorization of, or registration,
qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of
the Company or its stockholders in connection with the consummation of the transactions contemplated by this Agreement except for filings
pursuant to applicable federal or state securities laws, if any.
(f) The
Company is not (i) currently subject to any sanctions administered by OFAC, the European Union, the United Kingdom, or the United
Nations or any other relevant sanctions authority or (ii) located, organized or resident in a country or territory that is subject
to sanctions by OFAC or any other relevant sanctions authority; and the Company will not knowingly use funds from any payment made pursuant
to the terms of the Purchased Shares, or lend, contribute or otherwise make available such funds to any subsidiary, joint venture partner
or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered
by OFAC or any other relevant sanctions authority.
(g) Neither
the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement)
that would give rise to a valid claim against any of them or the Purchaser for a brokerage commission, finder’s fee or like payment
in connection with the issuance and sale of the Purchased Shares, except the Company’s financial advisor.
ARTICLE III
OTHER AGREEMENTS OF THE PARTIES
3.1 Restrictions
on Transfer. Prior to the date that is one year following the issuance of the Purchased Shares (the “Restriction Date”),
the Purchaser shall not, sell, offer, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, lend, otherwise transfer or dispose of or enter into any swap or other agreement, arrangement,
hedge or transaction that transfers into another, in whole or in part, directly or indirectly, any of the economic consequences of ownership
of, any Convertible Preferred Stock or shares of Common Stock into which the Convertible Preferred Stock has been or may be converted
(any such transfer, disposal or similar arrangement, a “Transfer”); provided, that the foregoing shall in no way restrict
(i) the redemption of Preferred Stock by the Company pursuant to the Articles Supplementary or (ii) the exercise of the Purchaser’s
option to convert the Purchased Shares into Common Stock pursuant to the terms of the Articles Supplementary. Following the Restriction
Date the Purchaser shall notify the Board of Directors of the Company of any Transfer, substantially concurrently therewith.
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3.2 Tax Information.
On the date of the Closing, the Purchaser shall deliver to the Company a valid and properly completed and executed IRS Form W-8IMY
and underlying withholding certificates certifying the status of Purchaser’s regarded parent (for U.S. federal income tax purposes)
as a “nonwithholding foreign partnership” the partners of which are all either “United States persons” or “withholding
foreign partnerships” for U.S. federal income tax purposes. The Purchaser shall update or replace such form from time to time upon
any subsequent inaccuracy and otherwise upon the Company’s reasonable request.
3.3 Listing
of Common Stock. The Company covenants and agrees that the Company shall have listed, on the date of Closing, and will keep listed,
so long as the Common Stock shall be so listed on such exchange or automated quotation system, any Common Stock issuable upon conversion
of the Purchased Shares.
ARTICLE IV
GENERAL PROVISIONS
4.1 Survival
of Representations, Warranties and Agreements. Notwithstanding any investigation made by any party to this Agreement, all covenants,
agreements, representations and warranties made by the Company and the Purchaser hereby will survive the execution of this Agreement,
the delivery to the Purchaser of the Purchased Shares and the payment by the Purchaser of the Purchase Price therefor for a period of
one year.
4.2 Entire
Agreement. This Agreement represents the entire agreement among the parties with respect to the transactions contemplated herein and
supersedes all prior agreements, written or oral, with respect thereto.
4.3 Amendment
and Waiver. The provisions of this Agreement may be amended only with the prior written consent of the Company and the Purchaser.
The failure of any party to insist upon strict adherence to any one or more of the covenants and restrictions in this Agreement, on one
or more occasion, shall not be construed as a waiver, nor deprive such party of the right to require strict compliance thereafter with
respect to the same. All waivers must be in writing and signed by the waiving party.
4.4 Expenses.
Except as otherwise agreed among the parties hereto and the Members of FS/KKR Advisor, LLC (the “Advisor”), the Advisor
agrees to pay all reasonable and documented out-of-pocket expenses, including reasonable fees and expenses of counsel and a financial
advisor, incurred by the Company in connection with the negotiation and execution of this Agreement, the performance of its obligations
hereunder, and the consummation of the transactions contemplated by this Agreement.
4.5 Successors
and Assigns. This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns; provided, however, that neither this Agreement nor any of the rights, interests or
obligations hereunder may be assigned by any party without the prior written consent of each other party.
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4.6 Governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect
to the choice of law principles thereof.
4.7 Exclusive
Jurisdiction. Each of the parties (i) consents to submit itself to the exclusive jurisdiction of the courts of the State of New
York located in the city and county of New York in any Proceeding arising out of or relating to this Agreement or any of the transactions
contemplated hereby or if the subject matter jurisdiction over such Proceeding is vested exclusively in the federal courts of the United
States of America, the federal courts of the United States of America located in the city and county of New York, (ii) agrees that
all claims in respect of any such Proceeding may be heard and determined in any such court, (iii) agrees that it shall not attempt
to deny or defeat such jurisdiction by motion or other request for leave from any such court, (iv) agrees not to bring any Proceeding
arising out of or relating to this Agreement or any of the transactions contemplated hereby (whether in contract, tort, common or statutory
law, equity or otherwise) in any other court and (v) agrees that a final, non-appealable judgment in any such Proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Each
of the parties waives any defense of inconvenient forum to the maintenance of any Proceeding brought in accordance with this Section 4.7.
4.8 EACH
PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (i) CERTIFIES THAT NO REPRESENTATIVE
OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER, (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.8, (iii) UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS
OF THIS WAIVER AND (iv) MAKES THIS WAIVER VOLUNTARILY.
4.9 Counterparts.
This Agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute a single agreement.
Delivery of an executed signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery
of a manually executed counterpart hereof.
4.10 Severability.
The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person
or entity or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor
in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the
remainder of this Agreement and the application of such provision to other persons, entities or circumstances shall not be affected by
such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision,
or the application thereof, in any other jurisdiction.
4.11 Construction.
The construction of this Agreement shall not be affected by which party drafted this Agreement.
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4.12 Headings.
The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction
of any provision of this Agreement.
4.13 Further
Assurances. In connection with this Agreement and the transactions contemplated herein, each party to this Agreement shall execute
and deliver any additional documents and instruments and perform any additional acts reasonably requested by the other party that may
be necessary or appropriate to effectuate and perform the provisions of this Agreement and such transactions.
4.14 Notices.
All notices and other communications in connection with this Agreement among the parties hereto shall be in writing and shall be deemed
to have been duly given or made on the date of delivery to the recipient thereof if received prior to 5:00 p.m. in the place of delivery
and such date is a business day (or otherwise on the next succeeding business day) if (i) served by personal delivery or by an internationally
recognized overnight courier to the person or entity for whom it is intended, (ii) delivered by registered or certified mail, return
receipt requested, or (iii) sent by email (unless the sender receives a non-delivery message or automatically generated response),
as provided in this Section 4.14:
If to the Company, to:
FS KKR Capital Corp.
3025 JFK Boulevard, Suite 500
Philadelphia, PA 19104
Attention: Sypherd, Stephen; Allison Gunther
Email: *****@*****; *****@*****
With a copy to (which shall not constitute notice):
Dechert LLP
2929 Arch Street
Philadelphia, PA 19104
Attention: Eric Siegel; Clay Douglas
Email: *****@*****; *****@*****
If to the Purchaser, to:
KKR Alternative Assets L.P.
30 Hudson Yards
New York, NY 10001
With a copy to (which shall not constitute notice):
Simpson, Thacher & Bartlett LLP
425 Lexington Ave
New York, NY 10017
Attention: Kenneth Wallach; Lesley Peng; Patrick Baron
Email: *****@*****; *****@*****; *****@*****
[signature page follows]
8
IN WITNESS WHEREOF, the parties hereto have executed
this Purchase Agreement on the date first written above.
FS KKR CAPITAL CORP.
/s/ Stephen S. Sypherd
Name: Stephen S. Sypherd
Title: General Counsel and Secretary
PURCHASER:
KKR Alternative
Assets L.P.
By: KKR Alternative Assets Limited,
its general partner
/s/ Robert Lewin
Name: Robert Lewin
Title: Director
Exhibit A
Term Sheet
[Intentionally Omitted]
Exhibit B
Form of Registration
Rights Agreement
(Attached)
Agreed
Form
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of June [●], 2026, is entered into by and between FS KKR Capital Corp., a Maryland
corporation (including its successors, the “Corporation”), and KKR Alternative Assets L.P., a Delaware limited partnership
(the “Holder”).
ARTICLE I
DEFINITIONS
Section 1.1 Definitions.
The following terms shall have the meanings set forth in this Section 1.1:
“Closing”
shall have the meaning ascribed to such term in the Purchase Agreement.
“Common Stock”
means the Corporation’s common stock, par value $0.001 per share.
“Exchange Act”
means the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations promulgated
by the SEC thereunder.
“Excluded Registration”
means a registration under the Securities Act of (i) securities pursuant to one or more Demand Registrations pursuant to Section 2.1
hereof, (ii) securities registered on Form S-8 or any similar or successor form, (iii) securities registered to effect
the acquisition of, or combination with, another Person and (iv) securities in connection with an exchange offer or dividend reinvestment
plan.
“Investment Company
Act” means the Investment Company Act of 1940, as amended, and the rules and regulations promulgated by the SEC thereunder.
“Person”
or “person” means any individual, corporation, partnership, limited liability corporation, joint venture, association,
joint-stock corporation, trust, unincorporated organization or government or other agency or political subdivision thereof.
“Preferred Stock”
shall mean the Corporation’s Cumulative Convertible Perpetual Preferred Stock, par value $0.001 per share, convertible into Common
Stock.
“Purchase Agreement”
means that certain purchase agreement, dated May 10, 2026, by and among the Corporation and the Holder.
“register,”
“registered” and “registration” refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.
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“Registrable Securities”
means the shares of the Corporation’s Common Stock issuable upon conversion of the Preferred Stock by the Holder and all other shares
of the Corporation’s Common Stock held by the Holder and its affiliates as of the Closing. As to any particular Registrable Securities,
such Common Stock shall cease to be Registrable Securities when: (a) a registration statement with respect to the sale of such Common
Stock shall have become effective under the Securities Act and such Common Stock shall have been disposed of in accordance with such registration
statement; (b) such Common Stock shall have been sold to the public pursuant to Rule 144 under the Securities Act (or any successor
provision); or (c) such Common Stock shall have ceased to be outstanding. Registrable Securities shall not include any shares of
the Corporation’s Common Stock that have previously been registered for so long as such shares of Common Stock remain subject to
a currently effective registration statement (including a Shelf Registration). In addition, such shares of Common Stock shall cease to
be Registrable Securities if the market value of such shares is in the aggregate less than $25 million and such shares may be sold without
restriction pursuant to Rule 144.
“SEC” means
the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.
“Securities Act”
means the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations promulgated by the SEC
thereunder.
Section 1.2 Other
Terms. For purposes of this Agreement, the following terms have the meanings set forth in the section or agreement indicated.
Term
Section
Advice
Section 2.5
Agreement
Introductory Paragraph
Blackout Period
Section 2.1.5
Corporation
Introductory Paragraph
Demand Registration
Section 2.1.1(i)
Demand Request
Section 2.1.1(i)
FINRA
Section 2.6.1
Form N-2 Shelf
Section 2.3
Holder
Introductory Paragraph
Inspectors
Section 2.4(xiii)
New York Courts
Section 3.3.2
Permitted Transferee
Section 2.8
Piggyback Registration
Section 2.2.1
Required Filing Date
Section 2.1.1(ii)
Shelf Notice
Section 2.3
Shelf Registration
Section 2.3
Sunset Date
Section 2.11.1
Suspension Notice
Section 2.5
Suspension Period
Section 2.5
Section 1.3 Rules of
Construction. Unless the context otherwise requires
(1) a term has the meaning assigned to it;
2
(2) words in the singular include the plural, and words in the plural include the singular; and
(3) “herein,” “hereof” and other words of similar import refer to this Agreement as
a whole and not to any particular Article, Section or other subdivision.
ARTICLE II
REGISTRATION RIGHTS
Section 2.1 Demand
Registration.
Section 2.1.1 Request
for Registration.
(i) From
and after the date that is six months after the Closing (the “Registration Date”), the Holder shall have the right
to require the Corporation to file a registration statement on Form N-2 (or any similar or successor form) under the Securities Act
for a public offering of all or part of the Registrable Securities (a “Demand Registration”), by delivering to the
Corporation written notice stating that such right is being exercised by the Holder, specifying the number of the Holder’s Registrable
Securities to be included in such registration and, subject to Section 2.1.3 hereof, describing the intended method of distribution
thereof (a “Demand Request”); provided that a Demand Request may be provided prior to the Registration Date but the
Corporation shall not be obligated to effect a Demand Registration (i) with respect to the Preferred Stock or any shares of Common
Stock issued upon conversion thereof, until the date that is six months after the Registration Date, or (ii) with respect to other
Registrable Securities, until the later of (x) the Registration Date and (y) the date on which the Company’s stock repurchase
program implemented on or around the Closing has been terminated in accordance with its terms. The Holder may exercise its respective
rights under this Section 2.1 in the Holder’s sole discretion. The Corporation shall not be obligated to effect more
than three Demand Requests in any 365-day period.
(ii) Each
Demand Request shall specify the aggregate number of Registrable Securities proposed to be sold. Subject to Section 2.1.5,
the Corporation shall use commercially reasonable efforts to file the registration
statement in respect of a Demand Registration within 45 days after receiving a Demand Request (the “Required Filing Date”)
and shall use commercially reasonable efforts to cause the same to be declared effective by the SEC as promptly as practicable after such
filing; provided, however, that the Corporation
shall not be obligated to file or cause a registration statement with respect to a Demand Registration to be declared effective pursuant
to this Section 2.1.1 within 90 days after the effective date of a previous Demand Registration, other than a Shelf Registration
pursuant to this Article 2;
(iii) The
Corporation shall not be obligated to cause a registration statement with respect to a Demand Registration to be declared effective pursuant
to Section 2.1.1(ii) unless the Demand Request is for a number of Registrable Securities with a market value that is
equal to at least $15 million as of the date of such Demand Request; provided, however,
that this Section 2.1.1(iii) shall not apply if the applicable Demand Request is for all of the Registrable Securities
as of the date of such Demand Request;
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(iv) The
Holder shall have the right to withdraw a Demand Request at any time prior to the relevant registration statement being filed with the
SEC in which event such withdrawn request shall not count as a Demand Request under this Section 2.1.
Section 2.1.2 Priority
on Demand Registrations. The Corporation shall include in a Demand Registration only the Registrable Securities requested by the
Holder to be included therein.
Section 2.1.3 Selection
of Underwriters; Plan of Distribution. The Holder (i) may request that the offering of Registrable Securities pursuant to a
Demand Registration be in the form of a “firm commitment” underwritten offering or any other plan of distribution as specified
by the Holder and (ii) may, in consultation with the Corporation, select the investment banking firm or firms to manage the underwritten
offering. Notwithstanding the foregoing, the Holder may not require an underwritten offering with respect to a number of Registrable
Securities reasonably expected to result in net proceeds of less than $25 million to the Holder participating in such offering.
Section 2.1.4 Representations,
Warranties and Indemnification. The Holder may not participate in any registration pursuant to Section 2.1 unless the
Holder (x) agrees to sell its Registrable Securities on the basis provided in the underwriting arrangements with respect to such
offering and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents
and delivers all opinions, each in customary form, reasonably required under the terms of such underwriting arrangements; provided,
however, that the Holder shall not be required to make any representations or warranties in connection with any such registration
other than representations and warranties as to (i) the Holder’s ownership of its Registrable Securities to be sold or transferred
free and clear of all encumbrances, (ii) the Holder’s power and authority to effect such transfer, and (iii) such matters
pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the
obligation of the Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among any
of the other parties to such underwriting arrangements, and the liability of the Holder will be in proportion thereto, and provided,
further, that so long as the Holder is not the investment adviser to the Corporation, under the terms of any such agreement such
liability will be limited to the net amount received by the Holder from the sale of its Registrable Securities pursuant to such registration;
and provided, further, that so long as the Holder is not the investment adviser to the Corporation, any such indemnification
provided by the Holder shall be limited under the terms of any such agreement to indemnification for information provided by the Holder
relating to it specifically for inclusion in the registration statement.
Section 2.1.5 Deferral
of Filing. During any calendar year, the Corporation may defer the filing (but not the preparation) of a registration statement required
by this Section 2.1 to after the Required Filing Date if at the time the Corporation receives the Demand Request, the Corporation
or any of its subsidiaries are engaged in confidential negotiations or other confidential business activities or actively considering
a securities offering by the Corporation or another material transaction, disclosure of which would be required in such registration
statement (but would not be required on or before the Required Filing Date if such registration statement were not filed), and the board
of directors of the Corporation or a committee of the board of directors of the Corporation reasonably determines
in good faith that such disclosure would have a material adverse effect on the Corporation or its security holders (any such period during
which such filing is deferred pursuant to this Section 2.1.5, a “Blackout Period”). The Corporation may
only exercise its right to defer a registration statement pursuant to this Section 2.1.5 twice in any calendar year and for
no more than 90 calendar days in the aggregate during such calendar year. A deferral of the filing of a registration statement pursuant
to Section 2.1.5 shall be lifted, and the requested registration statement shall be filed forthwith, if the negotiations
or other activities are disclosed or terminated. In order to defer the filing of a registration statement pursuant to this Section 2.1.5,
the Corporation shall within 10 days of receipt of the Demand Request, deliver
to the Holder a certificate signed by an executive officer of the Corporation stating that
the Corporation is deferring such filing pursuant to this Section 2.1.5 (subject to execution of a confidentiality agreement
if required by law or contract) and a general statement of the reason for such deferral and an approximation of the anticipated delay.
Within 20 days after receiving such certificate, the Holder may withdraw such Demand Request by giving notice to the Corporation; if
withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement.
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Section 2.2 Piggyback
Registrations.
Section 2.2.1 Right
to Piggyback. Each time the Corporation proposes to register any of its equity securities (other than pursuant to an Excluded
Registration) under the Securities Act for sale to the public (whether for the account of the Corporation or the account of any
security holder of the Corporation other than the Holder) (a “Piggyback Registration”), if any Registrable Securities
are outstanding at such time the Corporation shall give prompt written notice to the Holder (which notice shall be given not less than
20 days prior to the anticipated filing date of the first preliminary prospectus related to such registration of equity securities),
which notice shall offer the Holder the opportunity to include any or all of its Registrable Securities in such registration statement,
subject to the limitations contained in Section 2.2.2 hereof. If the Holder desires to have its Registrable Securities included
in such registration statement, it shall so advise the Corporation in writing (stating the number of shares desired to be registered)
within 7 days after the date of such notice from the Corporation. The Holder shall have the right to withdraw its request for inclusion
of Registrable Securities in any registration statement pursuant to this Section 2.2.1 by giving written notice to the Corporation
of such withdrawal. The Corporation shall include in such registration statement all such Registrable Securities so requested to be included
therein; provided, however, that the Corporation may at any time withdraw or cease proceeding with any such registration
if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to
be registered.
Section 2.2.2 Priority
on Piggyback Registrations.
(i) If
a Piggyback Registration relates to an underwritten offering and was initiated by the Corporation, the Corporation shall include in such
registration statement (a) first, the securities the Corporation proposes to sell, (b) second,
if and to the extent the managing underwriter or underwriters advise the Corporation that the inclusion thereof will not prevent the sale
of the securities described in clause (a) in an orderly manner at a price acceptable to the Corporation, the Registrable Securities
requested to be included in such registration pursuant to Section 2.2.1, and (c) third, if and to the extent the managing
underwriter or underwriters advise the Corporation that the inclusion thereof will not prevent the sale of the securities described in
clause (a) in an orderly manner at a price acceptable to the Corporation, any other securities.
5
(ii) If
a Piggyback Registration relates to an underwritten offering and was initiated by a security holder of the Corporation other than the
Holder, the Corporation shall include in such registration statement (a) first, the securities requested to be included therein by
the security holders requesting such registration, and (b) second, if and to the extent the managing underwriter or underwriters
advise the Corporation that the inclusion thereof will not prevent the sale of the securities described in clause (a) in an orderly
manner at a price acceptable to the holders of those securities, any Registrable Securities requested to be included in such registration
pursuant to Section 2.2.1.
(iii) The
Holder may not participate in any Piggyback Registration hereunder unless it (x) agrees to sell the
Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by
the Corporation and (y) completes and executes all questionnaires, powers
of attorney, indemnities, underwriting agreements and other documents and delivers all opinions, each in customary form, reasonably required
under the terms of such underwriting arrangements; provided, however, that the Holder shall not be required to make any
representations or warranties in connection with any such registration other than representations and warranties as to (a) the Holder’s
ownership of its Registrable Securities to be sold or transferred free and clear of all encumbrances, (b) the Holder’s power
and authority to effect such transfer, and (c) such matters
pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the
obligation of the Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several,
among any of the other parties to such underwriting arrangements, and the liability of the Holder
will be in proportion thereto, and provided, further, that under the terms of any such agreement such liability will be
limited to the net amount received by the Holder from the sale of its Registrable Securities pursuant to such registration; and provided,
further, that any such indemnification provided by the Holder shall be limited under the terms
of any such agreement to indemnification for information provided by the Holder relating to it specifically for inclusion in the registration
statement.
Section 2.2.3 Selection
of Underwriters. In respect of any Piggyback Registration, the Corporation may select the investment banking firm or firms that will
manage the offering and that will participate in any underwriting syndicate.
Section 2.3 Shelf
Registration. From and after the Registration Date, the Corporation shall use commercially reasonable efforts to become and remain
eligible to use a “shelf” registration statement on Form N-2 pursuant to Rule 415 under the Securities Act (or any
successor form, “Form N-2 Shelf”) pertaining to the resale of any shares of Common Stock issued upon conversion
of the Preferred Stock and all other shares of the Corporation’s Common Stock held by the Holder and its affiliates as of the Closing,
and to keep such registration statement continuously effective until the date on which the Holder has sold all Registrable Securities
covered thereby. Once the Corporation becomes eligible to use a Form N-2 Shelf (or any successor form), then the Holder may require
the Corporation to cause Demand Registrations to be filed on a Form N-2 Shelf (a “Shelf Registration”). If the
Corporation is not then eligible under the Securities Act to use a Form N-2 Shelf, Demand Registrations
shall be filed on the form for which the Corporation then qualifies. The Holder shall use reasonable efforts to deliver to the Corporation
written notice (a “Shelf Notice”) that it intends to effect a sale pursuant to a Shelf Registration stating the number
of shares it proposes to sell, the intended sale date and, if applicable, the names of any proposed
underwriters, not less than 10 days prior to the proposed date of sale.
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Section 2.4 Registration
Procedures. Whenever the Holder has requested that any Registrable Securities be registered pursuant to this Agreement, the Corporation
will use commercially reasonable efforts to complete the registration and the sale of such Registrable Securities in accordance with the
intended method of disposition thereof within the time periods set forth in this Agreement, and pursuant thereto the Corporation will
as promptly as reasonably practicable:
(i) prepare
and file with the SEC with respect to any Demand Registration, a registration statement on any appropriate form under the Securities Act
with respect to such Registrable Securities and use commercially reasonable efforts to cause such registration statement to become effective,
provided that as far in advance as practicable before filing such registration statement or any amendment
thereto, the Corporation will furnish to the Holder copies of reasonably complete drafts of all such documents prepared to be filed (including
exhibits), and the Holder shall have the opportunity to discuss any information contained therein with the Corporation and the Corporation
will consider all corrections reasonably requested by the Holder with respect to such information prior to filing any such registration
statement or amendment;
(ii) except
in the case of a Shelf Registration, prepare and file with the SEC such amendments, post-effective
amendments, and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep
such registration statement effective for a period of not less than 180 days (or such lesser period as is necessary for the underwriters
in an underwritten offering to sell unsold allotments) and comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by
the sellers thereof set forth in such registration statement;
(iii) in
the case of a Shelf Registration, prepare and file with the SEC such amendments and supplements to such registration statement and the
prospectus used in connection therewith as may be necessary to keep such registration statement continuously effective and to comply with
the provisions of the Securities Act with respect to the disposition of all Registrable Securities subject thereto for a period ending
on the earlier of the date on which all the Registrable Securities subject thereto have been sold pursuant to such registration statement
and the date of expiration of such Shelf Registration;
(iv) furnish
to the Holder and the underwriters of the securities being registered such number of copies of such registration statement, each amendment
and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), any issuer free
writing prospectus, any documents incorporated by reference therein and such other documents as such seller or underwriters may reasonably
request in order to facilitate the disposition of the Registrable Securities owned by such seller or the sale of such securities by such
underwriters (it being understood that, subject to Section 2.5 and the requirements of the Securities Act and applicable state
securities laws, the Corporation consents to the use of the prospectus, any amendment or supplement thereto and any issuer free writing
prospectus by the Holder and the underwriters in connection with the offering and sale of the Registrable Securities covered by the registration
statement of which such prospectus, amendment or supplement is a part);
7
(v) use
commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or “blue sky”
laws of such jurisdictions as the managing underwriter reasonably requests (or, in the event the registration statement does not relate
to an underwritten offering, as the Holder may reasonably request); use commercially reasonable efforts to keep each such registration
or qualification (or exemption therefrom) effective during the period in which such registration statement is required to be kept effective;
and do any and all other acts and things which may be reasonably necessary or advisable to enable the Holder to consummate the disposition
of the Registrable Securities owned by such seller in such jurisdictions (provided, however, that the Corporation will not
be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for
this subparagraph, (B) consent to general service of process in any such jurisdiction), (C) subject itself to taxation in any
such jurisdiction or (D) register as a foreign corporation in any such jurisdiction;
(vi) promptly
notify the Holder and each underwriter and (if requested by any such Person) confirm such notice in writing (A) when any such registration
statement or any issuer free writing prospectus used in connection therewith, or any related prospectus or any prospectus supplement or
post-effective amendment has been filed and, with respect to any such registration statement or any post-effective amendment, when the
same has become effective, (B) of the issuance by any state securities or other regulatory authority of any order suspending the
qualification or exemption from qualification of any of the Registrable Securities under state securities or “blue sky” laws
or the initiation of any proceedings for that purpose, and (C) at any time when a registration statement pursuant to a Demand Registration
(other than a Shelf Registration) is effective or during any period covered by a Shelf Notice of the happening of any event which makes
any statement made in any such registration statement or related prospectus or issuer free writing prospectus untrue or which requires
the making of any changes in such registration statement, prospectus, issuer free writing prospectus or documents so that they will not
contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make
the statements therein not misleading, and, subject to the Corporation’s right to issue a Suspension Notice, as promptly as practicable
thereafter following the expiration of any applicable Suspension Period, prepare and file with the SEC and furnish a supplement or amendment
to such prospectus or additional issuer free writing prospectus so that, as thereafter deliverable to the purchasers of such Registrable
Securities, such prospectus will not contain any untrue statement of a material fact or omit a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading;
(vii) permit
the Holder to participate in the preparation of such registration or comparable statement and to consider the insertion therein of material,
furnished to the Corporation in writing, which in the reasonable judgment of the Holder and its counsel should be included;
(viii) use
commercially reasonable efforts to make reasonably available members of management of the Corporation, as selected by the Holder, for
such assistance in the selling effort relating to the Registrable Securities covered by such registration as may be reasonably requested
by the Holder, including, but not limited to, the participation of such members of the Corporation’s management in live or recorded
road show presentations;
8
(ix) otherwise
use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, including the Securities Act
and the Exchange Act and the rules and regulations promulgated thereunder, and make generally available to the Corporation’s
security holders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act no later than 90 days
after the end of the 12 month period beginning with the first day of the Corporation’s first fiscal quarter commencing after the
effective date of a registration statement, which earnings statement shall cover said 12 month period, and which requirement will be deemed
to be satisfied if the Corporation timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act and
otherwise complies with Rule 158 under the Securities Act;
(x) if
reasonably requested by the managing underwriter or the Holder, promptly incorporate in a prospectus supplement or post-effective amendment
or prepare an issuer free writing prospectus including such information as the managing underwriter or any seller reasonably requests
to be included therein, including, without limitation, with respect to the Registrable Securities being sold by such seller, the purchase
price being paid therefor by the underwriters and with respect to any other terms of the underwritten offering of the Registrable Securities
to be sold in such offering, and promptly make all required filings of such prospectus supplement or post-effective amendment or issuer
free writing prospectus;
(xi) as
promptly as practicable after filing with the SEC of any document which is incorporated by reference into a registration statement (in
the form in which it was incorporated), deliver a copy of each such document to the Holder unless available on the SEC’s Electronic
Data Gathering and Retrieval System (EDGAR) or any successor system;
(xii) cooperate
with the sellers and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear
any restrictive legends unless required under applicable law) representing securities sold under any registration statement, and enable
such securities to be in such denominations and registered in such names as the managing underwriter or such sellers may request and keep
available and make available to the Corporation’s transfer agent prior to the effectiveness of such registration statement a supply
of such certificates;
(xiii) promptly
make available for inspection by any seller, any underwriter participating in any disposition pursuant to any registration statement,
and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, the “Inspectors”),
all financial and other records, pertinent corporate documents and properties of the Corporation,
as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Corporation’s officers,
directors and employees to supply all information requested by any such Inspector in connection with such registration statement;
(xiv) furnish
to the Holder and underwriter a signed counterpart of (A) an opinion or opinions of counsel to the Corporation, and (B) a comfort
letter or comfort letters from the Corporation’s independent registered public accountants, each in customary form and covering
such matters of the type customarily covered by opinions or comfort letters, as the case may be, as
the sellers or managing underwriter reasonably requests (each such opinion and comfort letter to be addressed to both the seller and underwriter,
if reasonably possible);
9
(xv) use
commercially reasonable efforts to cause the Registrable Securities included in any registration statement to be listed on each securities
exchange, if any, on which similar securities issued by the Corporation are then listed;
(xvi) provide
a transfer agent and registrar for all Registrable Securities registered hereunder;
(xvii) cooperate
with the Holder and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection
with any filings required to be made with the Financial Industry Regulatory Authority;
(xviii) during
the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed
with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;
(xix) notify
the Holder promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional
information;
(xx) enter
into such agreements (including underwriting agreements in the managing underwriter’s customary form) as are customary in connection
with an underwritten registration;
(xxi) advise
the Holder, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of
any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding
for such purpose and promptly use commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal
at the earliest possible moment if such stop order should be issued; and
(xxii) use
commercially reasonable efforts to take all other steps necessary to effect the registration of the Registrable Securities covered by
the registration statement.
Section 2.5 Suspension
of Dispositions. The Holder agrees by acquisition of any Registrable Securities that, upon receipt of any notice (a “Suspension
Notice”) from the Corporation of the happening of any event of the kind described in Section 2.4(vi) (C),
the Holder will forthwith discontinue disposition of Registrable Securities until the Holder’s receipt of the copies of the supplemented
or amended prospectus, or until it is advised in writing (the “Advice”) by the Corporation that the use of the prospectus
may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus,
and, if so directed by the Corporation, the Holder will deliver to the Corporation all copies, other
than permanent file copies then in the Holder’s possession, of the prospectus covering such Registrable Securities current at the
time of receipt of such notice (any such period during which disposition of Registrable Securities is suspended, a “Suspension
Period”). In the event the Corporation shall give any such notice, the time period referred to in Section 2.4(ii) shall
be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including
the date when the Holder covered by such registration statement shall have received the copies of the supplemented or amended prospectus
or the Advice. The Corporation shall use commercially reasonable efforts and take such actions as are reasonably necessary to render the
Advice as promptly as practicable.
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Section 2.6 Registration
Expenses.
Section 2.6.1 Demand
Registrations. All reasonable, out-of-pocket fees and expenses incident to any Demand Registration
including, without limitation, the Corporation’s performance of or compliance with this Article 2, all registration
and filing fees, all fees and expenses associated with filings required to be made with the Financial Industry Regulatory Authority (“FINRA”),
as may be required by the rules and regulations of the FINRA, fees and expenses of compliance with securities or “blue sky”
laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the Registrable
Securities), rating agency fees, printing expenses (including expenses of printing certificates for the Registrable Securities in a form
eligible for deposit with the Depository Trust Corporation and of printing prospectuses if the printing of prospectuses is requested
by the Holder), messenger and delivery expenses, the fees and expenses incurred in connection with any listing or quotation of the Registrable
Securities, fees and expenses of counsel for the Corporation and its independent certified public accountants (including the
expenses of any special audit or “cold comfort” letters required by or incident to such performance), the fees and expenses
of any special experts retained by the Corporation in connection with such registration, and any underwriting discounts, commissions
or fees attributable to the sale of the Registrable Securities will be borne by the Holder (except as otherwise agreed among the parties
hereto and the members of FS/KKR Advisor, LLC).
Section 2.6.2 Piggyback
Registrations. All fees and expenses incident to any Piggyback Registration including, without limitation, the Corporation’s
performance of or compliance with this Article 2, all registration and filing fees, all fees and expenses associated with
filings required to be made with the FINRA, as may be required by the rules and regulations of the FINRA, fees and expenses of compliance
with securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue
sky” qualifications of the Registrable Securities), rating agency fees, printing expenses (including expenses of printing certificates
for the Registrable Securities in a form eligible for deposit with the Depository Trust Corporation and of printing prospectuses), messenger
and delivery expenses, the fees and expenses incurred in connection with any listing or quotation of the Registrable Securities, fees
and expenses of counsel for the Corporation and its independent certified public accountants (including the expenses of any special audit
or “cold comfort” letters required by or incident to such performance), the fees and expenses of any special experts retained
by the Corporation in connection with such registration, and any underwriting discounts, commissions or fees attributable to the sale
of the Registrable Securities will be borne by the selling stockholders in the Piggyback Registration (and the Corporation, if it is
selling any shares in in such Piggyback Registration) pro rata on the basis of the number of shares sought to be sold by each such selling
stockholder (and the Corporation, if applicable) in the Piggyback Registration (except as otherwise agreed among the parties hereto and
the members of FS/KKR Advisor, LLC).
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Section 2.7 Indemnification.
Section 2.7.1 The
Corporation will indemnify and hold harmless the Holder and, in the case of an underwritten offering, each underwriter, their respective
partners, members, directors, officers, affiliates and each person, if any, who controls such seller or underwriter, as applicable, within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities,
joint or several, to which such seller may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in any registration statement, prospectus, preliminary prospectus or any issuer free writing prospectus, or arise
out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse such
seller for any legal or other expenses reasonably incurred by such seller in connection with investigating or defending any loss, claim,
damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such seller is a party thereto), whether
threatened or commenced, and in connection with the enforcement of this provision with respect to any of the above as such expenses are
incurred; provided, however, that the Corporation will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission
from any of such documents in reliance upon and in conformity with written information furnished to the Corporation by the Holder relating
to it specifically for use therein; provided, the liability of the Holder will be in proportion to, and will be limited to, the
net amount received by the Holder from the sale of Registrable Securities pursuant to such registration statement; provided, however,
that the Holder shall not be liable in any such case to the extent that prior to the filing of any such registration statement or prospectus
or amendment thereof or supplement thereto, the Holder has furnished in writing to the Corporation information expressly for use in such
registration statement or prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information
previously furnished to the Corporation. Any indemnification by the Corporation pursuant to this Agreement shall be subject to the requirements
and limitations of Section 17(i) of the Investment Company Act.
Section 2.7.2 The
Holder will indemnify and hold harmless the Corporation, each of its directors and each of its officers who signs a registration statement
and each person, if any, who controls the Corporation within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act against any losses, claims, damages or liabilities to which such indemnified party may become subject, under the
Securities Act, the Exchange Act, or other federal or state statutory law or regulation or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any registration statement, prospectus, preliminary prospectus or any
issuer free writing prospectus or arise out of or are based upon the omission or the alleged omission of a material fact required to
be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written
information furnished to the Corporation by the Holder relating to it specifically for use therein, and will reimburse any legal or other
expenses reasonably incurred by such indemnified party in connection with investigating or defending against any such loss, claim, damage,
liability, action, litigation, investigation or proceeding whatsoever (whether or not such indemnified party is a party thereto), whether
threatened or commenced, based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses
are incurred.
12
Section 2.7.3 Promptly after receipt by an indemnified party under this Section 2.7
of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying
party under Section 2.7.1 or Section 2.7.2, notify the indemnifying party of the commencement thereof; but the
failure to notify the indemnifying party shall not relieve it from any liability that it may have under Section 2.7.1
or Section 2.7.2 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights
or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from
any liability that it may have to an indemnified party otherwise than under Section 2.7.1
or Section 2.7.2. In case any such action is brought against any indemnified party and it notifies an indemnifying party
of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from
the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this Section 2.7 for any legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified
party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes
an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does
not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an indemnified party.
Section 2.7.4 If
the indemnification provided for in this Section 2.7 is unavailable or insufficient to hold harmless an indemnified party
under Section 2.7.1 or Section 2.7.2 although applicable in accordance with its terms, then each indemnifying
party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities
referred to in Section 2.7.1 or Section 2.7.2 (i) in such proportion as is appropriate to reflect the relative
fault of the indemnifying party on the one hand and the indemnified party on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not only the relative faults referred to in clause (i) above
but also the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other as well as any
other relevant equitable considerations. In connection with any registration statement filed with the SEC by the Corporation, the relative
fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or indemnified party
and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or
omission. The relative benefits received by the indemnifying party on the one hand and the indemnified party on the other shall be deemed
to be in the same proportion as the total net proceeds from the offering of securities registered thereunder (before deducting expenses)
received by the indemnifying party bear to the aggregate public offering price of the securities registered thereunder. The amount paid
by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this Section 2.7.4
shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating
or defending any action or claim which is the subject of this Section 2.7.4. Notwithstanding the provisions of this Section 2.7.4,
the Holder shall not be required to contribute an amount greater than the dollar amount by which the net proceeds received by the Holder
with respect to the sale of any Registrable Securities exceeds the amount of damages which the Holder has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
13
If indemnification is available
under this Section 2.7, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 2.7.1
and Section 2.7.2 without regard to the relative fault of said indemnifying party or indemnified party or any other equitable
consideration provided for in this Section 2.7.4 subject, in the case of the Holder, to the limited dollar amounts set forth
in Section 2.7.2.
Section 2.7.5
The indemnification and contribution provided for under this Agreement
will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director,
or controlling Person of such indemnified party and will survive the transfer of securities. Notwithstanding anything to the contrary
in the Purchase Agreement (including Section 4.1 thereof), the indemnification and contribution obligations set forth in
this Section 2.7 shall not be subject to any time limitation and shall survive indefinitely, including after any termination
of this Agreement pursuant to Section 2.11.
Section 2.8 Transfer
of Registration Rights. Any of the rights of the Holder under this Agreement may be assigned, in the discretion of the Holder, without
the prior consent of the Corporation, to any Person who (i) is a Permitted Transferee (as defined below) of the Holder and (ii) agrees
in writing to be bound by all terms and conditions of this Agreement. No such assignment will relieve the assigning Holder of liability
based on any action or occurrence prior to such assignment. Prior to or concurrently with any such assignment, the assigning Holder shall
provide written notice to the Corporation identifying the transferee and the number of Registrable Securities transferred. For purposes
of this Agreement, “Permitted Transferee” means (A) any affiliate of the assigning Holder, (B) any fund, investment
vehicle, or managed account under common management or control with the assigning Holder, or (C) any other transferee approved in
writing by the Corporation (such approval not to be unreasonably withheld, conditioned, or delayed).
Section 2.9 Rule 144.
The Corporation will use commercially reasonable efforts to file the reports required to be filed by it under the Securities Act and the
Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Corporation is not required to file such reports,
will, upon the request of the Holder, make publicly available other information) and will take such further action as the Holder may reasonably
request, all to the extent required from time to time to enable the Holder to sell the Registrable Securities without registration under
the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such rule may
be amended from time to time or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the reasonable written
request of the Holder, the Corporation will deliver to such parties a written statement as to whether it has complied with such requirements
and will, at its expense, forthwith upon the request of the Holder, deliver to the Holder a certificate, signed by the Corporation’s
principal financial officer, stating (a) the Corporation’s name, address and telephone number (including area code), (b) the
Corporation’s Internal Revenue Service identification number, (c) the Corporation’s SEC file number, (d) the
number of shares of each class of capital stock outstanding as shown by the most recent report or statement published by the Corporation,
and (e) whether the Corporation has filed the reports required to be filed under the Exchange Act for a period of at least 90 days
prior to the date of such certificate and in addition has filed the most recent annual report required to be filed thereunder.
14
Section 2.10 Preservation
of Rights. The Corporation will not (i) grant any registration rights to third parties which are more favorable than or inconsistent
with the rights granted hereunder or (ii) enter into any agreement, take any action, or permit any change to occur, with respect
to its securities that violates or subordinates the rights expressly granted to the Holder in this Agreement.
Section 2.11 Sunset.
Section 2.11.1
Except as set forth in Section 2.11.2 below, all registration rights and related
obligations of the Corporation set forth in this Agreement (including, without limitation, the demand registration rights in Section 2.1,
the piggyback registration rights in Section 2.2, and the shelf registration obligation in Section 2.3)
shall terminate automatically and without further action of any party on the date (the “Sunset Date”) that is the
date on which the Holder does not hold Registrable Securities.
Section 2.11.2
The following provisions shall survive the Sunset Date and shall
remain in full force and effect after such date:
(i) Any
registration statement that has been filed and declared effective pursuant to this Agreement prior to the Sunset Date shall remain effective
and continue to be governed by this Agreement until the earlier of (A) the sale of all Registrable Securities covered thereby, or
(B) the withdrawal or deregistration of such registration statement;
(ii) The
indemnification and contribution provisions set forth in Section 2.7 shall survive the Sunset Date indefinitely and shall
not be subject to any termination;
(iii) The
Corporation's obligations under Section 2.9 shall survive until the date on which all Registrable Securities are no longer
outstanding or have been freely sold by the Holder; and
(iv) Any
liability or obligation that has accrued under this Agreement prior to the Sunset Date shall survive the Sunset Date and remain enforceable
in accordance with its terms.
15
ARTICLE III
MISCELLANEOUS
Section 3.1 Notices.
Any notice, instruction, direction or demand required under the terms of this Agreement shall be in writing and shall be deemed to have
been duly given or made on the date of delivery to the recipient thereof if received prior to 5:00 p.m. in the place of delivery
and such date is a business day (or otherwise on the next succeeding business day) if (i) served by personal delivery or by an internationally
recognized overnight courier to the person or entity for whom it is intended, (ii) delivered by registered or certified mail, return
receipt requested, or (iii) sent by email (unless the sender receives a non-delivery message or automatically generated response),
to the following addresses:
If to the Corporation, to:
FS KKR Capital Corp.
3025 JFK Boulevard, Suite 500
Philadelphia, PA 19104
Attention: Sypherd, Stephen; Allison Gunther
Email: *****@*****; *****@*****
With a copy to (which shall not constitute notice):
Dechert LLP
2929 Arch Street
Philadelphia, PA 19104
Attention: Eric Siegel; Clay Douglas
Email: *****@*****; *****@*****
or to such other addresses or telecopy numbers as may be specified
by like notice to the other parties.
If to the Holder, to:
KKR Alternative Assets L.P.
30 Hudson Yards
New York, NY 10001
With a copy to (which shall not constitute notice):
Simpson, Thacher & Bartlett LLP
425 Lexington Ave
New York, NY 10017
Attention: Kenneth Wallach; Lesley Peng; Patrick Baron
Email: *****@*****; *****@*****; *****@*****
or to such
other addresses or telecopy numbers as
may be specified by like notice
to the other parties.
Failure
to mail a notice or communication to the Holder or any defect in it shall not affect
its sufficiency with respect to the Holder. If a notice or communication is mailed in the manner provided above, it is duly given,
whether or not the addressee receives it.
Section 3.2 Authority.
Each of the parties hereto represents on behalf of itself as follows: (i) it has the requisite corporate or other power and
authority and has taken all corporate or other action necessary
in order to execute, deliver and perform this Agreement
and to consummate the transactions contemplated hereby, (ii) this Agreement
has been duly executed and delivered by it and constitutes a
valid and binding agreement of it enforceable in accordance with the terms hereof.
16
Section 3.3 Governing
Law.
Section 3.3.1 This
Agreement is to be construed in accordance with and governed by the internal laws of the State of
New York without giving effect to any choice of law rule that would cause the application of
the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties
of the parties.
Section 3.3.2 Each party hereby irrevocably and unconditionally consents
to submit to the sole and exclusive jurisdiction of the United States District Court for the Southern District of New York or, if such
court does not have jurisdiction, the Supreme Court of the State of New York sitting in New York County (the “New York Courts”)
for any legal action or other legal proceeding arising out of or relating to this Agreement, or the negotiation, validity or performance
of this Agreement, or the transactions contemplated thereby (and agrees not to commence any legal action or other legal proceeding relating
thereto except in such courts), including to enforce any settlement, order or award. Each party hereto:
(i) consents
to service of process in any such proceeding in any manner permitted by the laws of the State of New York, and agrees that service of
process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 3.1 is reasonably
calculated to give actual notice;
(ii) agrees
that the New York Courts shall be deemed to be a convenient forum; and
(iii) waives
and agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding commenced in the New York Courts
that such party is not subject personally to the jurisdiction of such court, that such legal proceeding has been brought in an inconvenient
forum, that the venue of such proceeding is improper or that this Agreement or the subject matter hereof or thereof may not be enforced
in or by such court.
Section 3.3.3 In the event of any action or other proceeding relating to
this Agreement or the enforcement of any provision of this Agreement, the prevailing party (as determined by the court) shall be entitled
to payment by the non-prevailing party of all costs and expenses (including reasonable attorneys’ fees) incurred by the prevailing
party, including any costs and expenses incurred in connection with any challenge to the jurisdiction or the convenience or propriety
of venue of proceedings before the New York Courts.
Section 3.3.4
Each of the parties hereto hereby waives to the fullest extent permitted
by applicable law any right it may have to a trial by jury with respect to any legal action or other legal proceeding directly or indirectly
arising out of, under or in connection with this Agreement or the transactions contemplated hereby. Each of the parties hereto (a) certifies
that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not,
in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other parties hereto have
been induced to enter into this Agreement and the transactions contemplated by this Agreement, as applicable, by, among other things,
the mutual waivers set forth in this Section 3.3.4.
17
Section 3.4 Remedies.
The Holder, in addition to being entitled to exercise all rights provided to it herein or granted by law, including recovery of damages,
will be entitled to specific performance of its rights under this Agreement. The Corporation agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive
in any action for specific performance the defense that a remedy at law would be adequate.
Section 3.5 Successors
and Assigns. Except as otherwise expressly provided herein, this Agreement shall be binding upon and benefit the Corporation, the
Holder, and their respective successors and assigns.
Section 3.6 Severability.
Any term or provision hereof that is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable
in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and provisions hereof or the
validity or enforceability of the invalid, void or unenforceable term or provision in any other situation or in any other jurisdiction.
If the final judgment of a court of competent jurisdiction or other authority declares any term or provision hereof invalid, void or unenforceable,
the court or other authority making such determination will have the power to and will, subject to the discretion of such body, reduce
the scope, duration, area or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, void
or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention
of the invalid or unenforceable term or provision.
Section 3.7 Waivers.
A provision of this Agreement may be waived only by a writing signed by the party or parties intended to be bound by the waiver. A party
is not prevented from enforcing any right, remedy or condition in the party’s favor because of any failure or delay in exercising
any right or remedy or in requiring satisfaction of any condition, except to the extent that the party specifically waives the same in
writing. A written waiver given for one matter or occasion is effective only in that instance and only for the purpose stated. A waiver
once given is not to be construed as a waiver for any other matter or occasion. Any enumeration of a party’s rights and remedies
in this Agreement is not intended to be exclusive, and a party’s rights and remedies are intended to be cumulative to the extent
permitted by law and include any rights and remedies authorized in law or in equity.
Section 3.8 Amendment.
This Agreement may not be amended or modified in any respect except by a written agreement signed by the Corporation and the Holder.
Section 3.9 Entire
Agreement. This Agreement contains the entire agreement of the parties and supersedes all prior and contemporaneous agreements,
negotiations, arrangements, representations and understandings, written, oral or otherwise, between the parties with respect to
the subject matter hereof.
Section 3.10 Counterparts.
This Agreement may be executed in one or more counterparts (whether delivered by electronic copy or otherwise), each of which will be
considered one and the same agreement and will become effective when counterparts have been signed by each of the parties and delivered
to the other party. Each party need not sign the same counterpart.
18
Section 3.11 Construction
and Interpretation. When a reference is made in this Agreement to a section or article, such reference will be to a section or article
of this Agreement, unless otherwise clearly indicated to the contrary. Whenever the words “include,” “includes”
or “including” are used in this Agreement they will be deemed to be followed by the words “without limitation”.
The words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated,
be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article and section references
are references to the articles and sections of this Agreement, unless otherwise specified. The plural of any defined term will have a
meaning correlative to such defined term and words denoting any gender will include all genders and the neuter. Where a word or phrase
is defined herein, each of its other grammatical forms will have a corresponding meaning. A reference to any legislation or to any provision
of any legislation will include any modification, amendment, re-enactment thereof, any legislative
provision substituted therefore and all rules, regulations and statutory instruments issued or related to such legislation. If any ambiguity
or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption
or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. No prior
draft of this Agreement will be used in the interpretation or construction of this Agreement. The parties intend that each provision of
this Agreement will be given full separate and independent effect. Although the same or similar subject matters may be addressed in different
provisions of this Agreement, the parties intend that, except as expressly provided herein, each such
provision will be read separately, be given independent significance and not be construed as limiting any other provision of this Agreement
(whether or not more general or more specific in scope, substance or content). Headings are used for convenience only and will not in
any way affect the construction or interpretation of this Agreement. References to documents includes electronic communications.
[THE REMAINDER OF THIS PAGE IS
INTENTIONALLY LEFT BLANK]
19
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first written above.
CORPORATION:
FS KKR CAPITAL CORP.
By:
Name:
Stephen S. Sypherd
Title:
General Counsel and Secretary
HOLDER:
KKR Alternative Assets L.P.
By: KKR Alternative Assets Limited, its general partner
By:
Name:
Robert Lewin
Title:
Director
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2614112d1_ex99-1.htm · Sequence: 3
Exhibit 99.1
FS KKR Capital Corp. Announces First Quarter
2026 Results and Strategic Value Enhancement Actions
Declares Second Quarter 2026 Distribution of
$0.42 per share
PHILADELPHIA, PA AND NEW YORK, NY – May 11, 2026 –
FS KKR Capital Corp. (NYSE: FSK), or the Company, today announced its financial and operating results for the quarter ended March 31,
2026 and announced certain strategic value enhancement actions, as further outlined below. Additionally, the Company announced that its
board of directors has declared a second quarter 2026 distribution of $0.42 per share.
Financial and Operating Highlights for the Quarter Ended March 31,
2026(1)
· Net investment income of $0.42 per share, compared to $0.48 per share for the quarter ended December 31, 2025
· Adjusted net investment income(2) of $0.41 per share, compared to $0.52 per share for the quarter ended December 31,
2025
· Net asset value of $18.83 per share, compared to $20.89 per share as of December 31, 2025
· Total net realized and unrealized loss of $2.00 per share, compared to a total net realized and unrealized loss of $0.89 per share
for the quarter ended December 31, 2025
· Adjusted net realized and unrealized loss(2) of $1.99 per share, compared to adjusted net realized and unrealized
loss of $0.88 per share for the quarter ended December 31, 2025
· Earnings (Loss) per share of ($1.57), compared to Earnings (Loss) per share of ($0.41) for the quarter ended December 31, 2025
· Total purchases of $499 million versus $710 million of sales and repayments
· Net debt to equity ratio(3) as of March 31, 2026 was 131%, compared to 122% as of December 31, 2025
· Paid distributions to stockholders totaling $0.48 per share(4)
Strategic Value Enhancement Actions
· $150 million Cumulative Convertible Perpetual Preferred. A subsidiary of KKR has agreed to invest $150 million in cumulative
convertible perpetual preferred stock (the “Preferred Stock”). This investment will close as soon as practicable following
the consummation of the tender offer (described below), subject to regulatory approval, including the expiration or termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The
Preferred Stock contains a current dividend rate of 5.00% per annum in cash, or, at the Company’s option, 7.00% per annum in PIK
dividends. The Preferred Stock will rank junior to all existing indebtedness of the Company and senior to the Company’s common stock.
The Preferred Stock may be redeemed by the Company at any time in cash and, after three years, if the Company’s common stock is
trading equal to or above the conversion price, will be convertible by the Company into the Company’s common stock at the conversion
price then in effect. Initially, the conversion price is $18.83 (the Company’s net asset value per share as of March 31, 2026)
per share. The conversion price will be subject to customary adjustments, including certain anti-dilution protections. At the option of
the holders of the Preferred Stock, after six months, the Preferred Stock may be converted into the Company’s common stock at the
conversion price then in effect and, after six years, the Preferred Stock may be redeemable in cash. The proceeds of the Preferred Stock
are expected to be used for general corporate purposes, including funding any Company common stock repurchase program or debt repayment.
· $150 million Tender Offer. As separately announced, a subsidiary of KKR intends to commence a fixed price tender offer
for up to $150 million aggregate amount of shares of FSK’s common stock (the “Tender”). The Tender was announced at
a price of $11.00 per share. The Tender will be available to all stockholders of FSK, is expected to commence on or around May 12,
2026 and is expected to remain open for 20 business days, subject to customary closing conditions and the expiration or termination of
the applicable waiting period under the HSR Act. KKR believes the intrinsic value of FSK’s common stock is in excess of the Tender
price of $11.00 per share.
1
· $300 million Share Repurchase Program. The Company’s board of directors has authorized a $300 million stock repurchase
program, which will be implemented as soon as practicable following the expiration of the Tender. The Company expects to repurchase shares
of its common stock in the open market, by tender offer or in privately negotiated purchases in compliance with applicable law, while
simultaneously being mindful of net repayment levels and the Company’s total leverage level. During the stock repurchase period,
the Company’s new investment originations may be reduced as the Company will focus on supporting existing portfolio companies, reducing
leverage, and repurchasing stock. The board-authorized stock repurchase program is scheduled to expire on June 1, 2027, unless extended,
or until the aggregate repurchase amount that has been approved by the FSK board of directors has been expended.
· 50% Subordinated Income Incentive Fee Waiver. Beginning with the second quarter of 2026, KKR has agreed to waive 100%
of its portion of the subordinated income incentive fee (the “Incentive Fee Waiver”). The Incentive Fee Waiver applies
to 50% of the total subordinated income incentive fee that would otherwise be paid by FSK. The Incentive Fee Waiver will continue for
four consecutive quarters, after which time the Company’s board of directors will review the overall fee construct, consistent with
its obligations under the Investment Company Act of 1940, as amended. The Incentive Fee Waiver is expected to support the Company’s
level of net investment income and, accordingly, support the Company’s quarterly distribution level.
In a joint statement, Michael C. Forman, Chief Executive Officer and
Chairman, and Daniel R. Pietrzak, President and Chief Investment Officer for FSK and Partner and Global Head of Private Credit at KKR,
stated, “Our first quarter decline in net asset value was driven by investments which have impacted prior quarters, certain new
non-accrual assets, and the impact of market-driven spread widening in certain segments of our portfolio. As we continue to address investments
that have had an outsized impact on NAV, we are taking several strategic steps in an effort to improve the financial position of FSK and
to enhance shareholder value. We believe FSK’s current stock price underappreciates the long-term value associated with FSK’s
investment portfolio and the KKR Credit platform. The four strategic actions announced this morning underscore our confidence in FSK and
align that level of confidence with shareholders.”
Subsequent Events
On May 8, 2026, the Company entered into an amendment to its Senior
Secured Revolving Credit Agreement, by and among the Company, as borrower, each of the lenders party thereto, JPMorgan Chase Bank, N.A.,
as administrative agent, and ING Capital LLC, as collateral agent. The amendment provides for, among other things, (i) a reduction
of the total commitments to approximately $4,051.7 million from $4,700.0 million, (ii) an increase to the applicable margin, with
respect to extending lenders only, with the margin increasing to a range of 0.775% to 1.9% per annum from the existing range of 0.65%
to 1.775%, depending on the type of loan and (iii) a reset of the minimum Shareholders’ Equity (as defined in the agreement)
floor to $3,750.0 million from approximately $5,048.6 million.
Declaration of Distribution for Second Quarter 2026
On May 6, 2026, FSK’s board of directors declared a distribution
for the second quarter of $0.42 per share, which will be paid on or about July 2, 2026 to stockholders of record as of the close
of business on June 17, 2026.
2
Portfolio Highlights as of March 31, 2026
· Total fair value of investments was $12.3 billion of which 63.7% was invested in senior secured securities.
· Weighted average annual yield on accruing debt investments(5) was 9.9%, compared to 10.1% as of December 31,
2025. Excluding the impact of merger accounting, weighted average annual yield on accruing debt investments was 9.7%, compared to 10.0%
as of December 31, 2025.
· Weighted average annual yield on all debt investments(5) was 8.7%, compared to 9.3% as of December 31, 2025.
Excluding the impact of merger accounting, weighted average annual yield on all debt investments was 8.6%, compared to 9.2% as of December 31,
2025.
· Exposure to the top ten largest portfolio companies by fair value was 20%, compared to 19% as of December 31, 2025.
· As of March 31, 2026, investments on non-accrual status represented 4.2% and 8.1% of the total investment portfolio at fair value
and amortized cost, respectively, compared to 3.4% and 5.5% as of December 31, 2025.
Portfolio Data
As of March 31, 2026
As of December 31, 2025
Total fair value of investments (in millions)
$ 12,269
$ 13,009
Asset Class (based on fair value)
Senior Secured Loans — First Lien
59.6 %
57.8 %
Senior Secured Loans — Second Lien
3.8 %
4.2 %
Other Senior Secured Debt
0.3 %
0.4 %
Subordinated Debt
0.8 %
1.0 %
Asset Based Finance
13.5 %
13.0 %
Credit Opportunities Partners JV, LLC
13.9 %
15.1 %
Equity/Other
8.1 %
8.5 %
Interest Rate Type (based on fair value)
% Variable Rate Debt Investments
61.2 %
60.9 %
% Fixed Rate Debt Investments
7.9 %
8.2 %
% Other Income Producing Investments
20.3 %
21.4 %
% Non-Income Producing Investments(7)
6.4 %
6.1 %
% of Investments on Non-Accrual(6)
4.2 %
3.4 %
Leverage and Liquidity as of March 31, 2026
· Net debt to equity ratio(3) of 131%, based on $7.3 billion in total debt outstanding, $133 million of cash, cash equivalents,
restricted cash(8) and foreign currency and $261 million of net receivable for investments sold and repaid and stockholders’
equity of $5.3 billion. FSK’s weighted average effective interest rate (including the effect of non-usage fees) was 5.27%.
· Cash, cash equivalents, restricted cash and foreign currency of $133 million and availability under the Company’s financing
arrangements of $2.6 billion, subject to borrowing base and other limitations.
· As of March 31, 2026, 51% of the Company’s $7.3 billion of total debt outstanding was in unsecured debt and 49% in secured
debt.
3
This communication is neither an offer to purchase nor a solicitation
of an offer to sell any shares of common stock of the Company or any other securities. On the commencement date of the Tender, KKR 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.
Conference Call Information
FSK will host its first quarter 2026 results conference call via live
webcast on Monday, May 11, 2026 at 9:00 a.m. (Eastern Time). All interested parties are welcome to participate and can access
the live webcast from the For Investors section of FSK’s website at www.fskkrcapitalcorp.com under Events &
Presentations or through the following URL: https://edge.media-server.com/mmc/p/ysenbwyi.
Research analysts who wish to participate in the conference call are
requested to register a day in advance or at a minimum 15 minutes before the start of the call using the following URL: https://register-conf.media-server.com/register/BI86a0953ea3aa44758a814b6928917e4c.
Upon registration, all telephone participants will receive a confirmation email detailing how to join the conference call, including
the dial-in number along with a unique PIN number that can be used to access the call.
An investor presentation of financial information will be available
by visiting the For Investors section of FSK’s website at www.fskkrcapitalcorp.com, under Events & Presentations,
before the market open on Monday, May 11, 2026.
A replay of the call will be available beginning shortly after the
end of the call by visiting the For Investors section of FSK’s website, under Events & Presentations.
About FS KKR Capital Corp.
FSK is a leading publicly traded business development company (BDC)
focused on providing customized credit solutions to private middle market U.S. companies. FSK seeks to invest primarily in the senior
secured debt and, to a lesser extent, subordinated loans and certain asset-based financing loans of private U.S. companies. FSK is advised
by FS/KKR Advisor, LLC. For more information, please visit www.fskkrcapitalcorp.com.
About FS/KKR Advisor, LLC
FS/KKR Advisor, LLC (FS/KKR) is a partnership between Future Standard
and KKR Credit that serves as the investment adviser to FSK and other business development companies.
Future Standard is a global alternative asset manager serving institutional
and private wealth clients, investing across private equity, credit and real estate. With a 30+ year track record of value creation and
over $93 billion in assets under management, we back the business owners and financial sponsors that drive growth and innovation across
the middle market, transforming untapped potential into durable value(9).
KKR is a leading global investment firm that offers alternative asset
management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient
and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities.
KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds.
KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial
Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional
information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com. For additional information
about Global Atlantic Financial Group, please visit Global Atlantic Financial Group’s website at www.globalatlantic.com.
4
Forward-Looking Statements and Important Disclosure Notice
This announcement and our quarterly earnings call contain certain forward-looking
statements that are not historical facts, including, without limitation, statements with regard to future events or our future performance
or financial condition, and statements regarding share repurchase activity, distribution levels and frequency, expectations regarding
settlement of the Preferred Stock offering and FSK’s intended use of proceeds, expectations for net investment income levels in
future quarters, and the financial position, business strategy and plans and objectives of management for FSK’s future operations.
Words such as “anticipate,” “believe,” “expect,” and “intend” indicate
a forward-looking statement, although not all forward-looking statements include these words. These forward-looking statements
are not guarantees of performance and are subject to risks, uncertainties and other factors, some
of which are beyond our control and difficult to predict and could cause our actual results to differ materially from those expressed
or forecasted in the forward-looking statements for any reason, including those factors set forth in “Item 1A. Risk Factors”
in our Annual Report on Form 10-K. These forward-looking statements are subject to the inherent uncertainties in predicting
future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking
statements. Factors that could cause actual results to differ materially include, without limitation, changes in the economy, geo-political
risks, risks associated with possible disruption in FSK’s operations or the economy generally due to terrorism, natural disasters
or pandemics, future changes in laws or regulations and conditions in FSK’s operating area and the price at which shares of FSK’s
common stock trade on the New York Stock Exchange. Some of these factors are enumerated in the filings FSK makes with the SEC. In addition,
the FSK board-authorized share repurchase program does not require FSK to repurchase any specific number of shares of the FSK common stock.
There is no assurance that FSK or any of its affiliates will purchase shares of its common stock at any specific discount levels or in
any specific amounts or that the market price of FSK’s common stock, either absolutely or relative to net asset value, will increase
as a result of any share repurchases, or that any repurchase plan will enhance stockholder value over the long term. These forward-looking
statements are based on information available as of the date hereof and current expectations, forecasts and assumptions, and involve a
number of judgments, risks and uncertainties. FSK has based the forward-looking statements included in this press release on information
available to FSK on the date of this press release. Except as required by the federal securities laws, FSK undertakes no obligation to
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place
undue reliance on these forward-looking statements.
The press release above contains summaries of certain financial and
statistical information about FSK. The information contained in this press release is summary information that is intended to be considered
in the context of FSK’s SEC filings and other public announcements that FSK may make, by press release or otherwise, from time to
time. FSK undertakes no duty or obligation to update or revise the information contained in this press release. In addition, information
related to past performance, while helpful as an evaluative tool, is not necessarily indicative of future results, the achievement of
which cannot be assured. Investors should not view the past performance of FSK, or information about the market, as indicative of FSK’s
future results.
Other Information
The information in this press release is summary information only
and should be read in conjunction with FSK’s quarterly report on Form 10-Q for the quarter ended March 31, 2026, which
FSK filed with the SEC on May 11, 2026, as well as FSK’s other reports filed with the SEC. A copy of FSK’s quarterly
report on Form 10-Q for the quarter ended March 31, 2026 and FSK’s other reports filed with the SEC can be found on FSK’s
website at www.fskkrcapitalcorp.com and the SEC’s website at www.sec.gov.
Certain Information About Distributions
The determination of the tax attributes of FSK’s distributions
is made annually as of the end of its fiscal year based upon its taxable income and distributions paid, in each case, for the full year.
Therefore, a determination as to the tax attributes of the distributions made on a quarterly basis may not be representative of the actual
tax attributes for a full year. FSK intends to update stockholders quarterly with an estimated percentage of its distributions that resulted
from taxable ordinary income. The actual tax characteristics of distributions to stockholders will be reported to stockholders annually
on Form 1099-DIV.
The timing and amount of any future distributions on FSK’s shares
of common stock are subject to applicable legal restrictions and the sole discretion of its board of directors. There can be no assurance
as to the amount or timing of any such future distributions.
FSK may fund its distributions to stockholders from any sources of
funds legally available to it, including net investment income from operations, capital gains proceeds from the sale of assets, non-capital
gains proceeds from the sale of assets, dividends or other distributions paid to it on account of preferred and common equity investments
in portfolio companies, proceeds from the sale of shares of FSK’s common stock and borrowings. FSK has not established limits on
the amount of funds it may use from available sources to make distributions. There can be no assurance that FSK will be able to pay distributions
at a specific rate or at all.
5
Unaudited Consolidated Statements of Operations
(dollar amounts in millions, except per share
amounts, unless otherwise noted)
Three Months Ended
March 31,
2026
2025
Investment income
From non-controlled/unaffiliated investments:
Interest income
$ 177
$ 217
Paid-in-kind interest income
6
16
Fee income
2
14
Dividend and other income
9
12
From non-controlled/affiliated investments:
Interest income
1
8
Paid-in-kind interest income
12
18
Fee income
—
3
Dividend and other income
2
9
From controlled/affiliated investments:
Interest income
8
15
Paid-in-kind interest income
20
28
Fee income
—
—
Dividend and other income
67
60
Total investment income
304
400
Operating expenses
Management fees
48
52
Subordinated income incentive fees
25
39
Administrative services expenses
2
3
Accounting and administrative fees
1
1
Interest expense
105
113
Other general and administrative expenses
6
5
Total operating expenses
187
213
Net investment income
117
187
Realized and unrealized gain/loss
Net realized gain (loss) on investments:
Non-controlled/unaffiliated investments
(41 )
(40 )
Non-controlled/affiliated investments
(98 )
9
Controlled/affiliated investments
(56 )
13
Net realized gain (loss) on foreign currency forward contracts
(4 )
0
Net realized gain (loss) on foreign currency
(5 )
1
Net change in unrealized appreciation (depreciation) on investments:
Non-controlled/unaffiliated investments
(239 )
58
Non-controlled/affiliated investments
10
(20 )
Controlled/affiliated investments
(148 )
(52 )
Net change in unrealized appreciation (depreciation) on foreign currency forward contracts
9
(10 )
Net change in unrealized gain (loss) on foreign currency
14
(26 )
Total net realized and unrealized gain (loss)
(558 )
(67 )
Net increase (decrease) in net assets resulting from operations
$ (441 )
$ 120
Per share information—basic and diluted
Net increase (decrease) in net assets resulting from operations (Earnings (Losses) per Share)
$ (1.57 )
$ 0.43
Weighted average shares outstanding
280,066,433
280,066,433
6
Consolidated Balance Sheets
(dollar amounts in millions, except per share
amounts, unless otherwise noted)
March 31, 2026
(Unaudited)
December 31, 2025
Assets
Investments, at fair value
Non-controlled/unaffiliated investments (amortized cost—$8,238 and $8,406, respectively)
$ 7,757
$ 8,164
Non-controlled/affiliated investments (amortized cost—$739 and $929, respectively)
674
855
Controlled/affiliated investments (amortized cost—$4,401 and $4,406, respectively)
3,838
3,990
Total investments, at fair value (amortized cost—$13,378 and $13,741, respectively)
12,269
13,009
Cash and cash equivalents
124
181
Restricted cash
4
—
Foreign currency, at fair value (cost—$5 and $27, respectively)
5
27
Receivable for investments sold and repaid
263
313
Income receivable
98
98
Unrealized appreciation on foreign currency forward contracts
2
—
Deferred financing costs
30
32
Prepaid expenses and other assets
30
69
Total assets
$ 12,825
$ 13,729
Liabilities
Payable for investments purchased
$ 2
$ 8
Debt (net of deferred financing costs and discount of $42 and $45, respectively)
7,271
7,634
Unrealized depreciation on foreign currency forward contracts
3
10
Stockholder distributions payable
134
—
Management fees payable
48
50
Subordinated income incentive fees payable
25
28
Administrative services expense payable
2
1
Interest payable
56
77
Other accrued expenses and liabilities
10
72
Total
liabilities
7,551
7,880
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.001 par value, 50,000,000 shares authorized, none issued and outstanding
—
—
Common stock, $0.001 par value, 750,000,000 shares authorized, 280,066,433 and 280,066,433 shares issued and outstanding, respectively
0
0
Capital in excess of par value
9,199
9,199
Retained earnings (accumulated deficit)
(3,925 )
(3,350 )
Total
stockholders’ equity
5,274
5,849
Total
liabilities and stockholders’ equity
$ 12,825
$ 13,729
Net asset value per share of common stock at period end
$ 18.83
$ 20.89
7
Non-GAAP Financial Measures
This press release contains certain financial measures that have
not been prepared in accordance with generally accepted accounting principles in the United States (GAAP). FSK uses these non-GAAP
financial measures internally in analyzing financial results and believes that the use of these non-GAAP financial measures is
useful to investors as an additional tool to evaluate ongoing results and trends and in comparing FSK’s financial results with
other BDCs.
Non-GAAP financial measures are not meant to be considered in isolation
or as a substitute for comparable GAAP financial measures, and should be read only in conjunction with FSK’s consolidated financial
statements prepared in accordance with GAAP. A reconciliation of non-GAAP financial measures to the most directly comparable GAAP measures
has been provided in this press release, and investors are encouraged to review the reconciliation.
Reconciliation of Non-GAAP Financial Measures(1)
Three Months Ended
March 31, 2026
December 31, 2025
GAAP net investment income per share
$ 0.42
$ 0.48
Accretion resulting from merger accounting
$ (0.01 )
$ (0.01 )
Excise tax
$ 0.00
$ 0.05
Adjusted net investment income per share(2)
$ 0.41
$ 0.52
GAAP Net realized and unrealized gain (loss) per share
$ (2.00 )
$ (0.89 )
Unrealized appreciation from merger accounting
$ 0.01
$ 0.01
Adjusted net realized and unrealized gain (loss)(2)
$ (1.99 )
$ (0.88 )
1) Per share data was derived by using the weighted average shares of FSK’s common stock outstanding during the applicable period.
Per share numbers may not sum due to rounding.
2) Adjusted net investment income is a non-GAAP financial measure. Adjusted net investment income is presented for all periods as GAAP
net investment income excluding (i) the accrual for the capital gains incentive fee for realized and unrealized gains; (ii) excise
taxes (iii) the impact of accretion resulting from merger accounting; and (iv) certain non-recurring operating expenses that
are one-time in nature and are not representative of ongoing operating expenses incurred during FSK’s normal course of business.
FSK uses this non-GAAP financial measure internally in analyzing financial results and believes that the use of this non-GAAP financial
measure is useful to investors as an additional tool to evaluate ongoing results and trends and in comparing its financial results with
other business development companies. Adjusted net realized and unrealized gain is a non-GAAP financial measure. Adjusted net realized
and unrealized gain is presented for all periods as GAAP realized and unrealized gains to exclude the impact of the merger accounting.
The presentation of this additional information is not meant to be considered in isolation or as a substitute for financial results prepared
in accordance with GAAP. A reconciliation of GAAP net investment income to adjusted net investment income and GAAP net realized and unrealized
gain to adjusted net realized and unrealized gain can be found above.
3) Net debt to equity ratio is debt outstanding, net of cash and foreign currency and net payable/receivable for investments purchased/sold
and repaid, divided by net assets.
4) The per share data for distributions reflects the amount of distributions paid per share of our common stock to stockholders of record
during each applicable period.
5) See FSK’s quarterly report on Form 10-Q for the quarter ended March 31, 2026 for important information, including
information related to the calculation and definition of weighted average annual yield on accruing debt investments, weighted average
annual yield on all debt investments, variable rate debt investments, fixed rate debt investments, other income producing investments
and non-income producing investments.
6) Interest income is recorded on an accrual basis. See FSK’s quarterly report on Form 10-Q for the quarter ended March 31,
2026 for a description of FSK’s revenue recognition policy.
7) Does not include investments on non-accrual status.
8) Restricted cash is the cash collateral required to be posted
pursuant to the Company’s derivative contracts.
8
9) Total AUM estimated as of December 31, 2025. References to “assets under management” or “AUM” represent
the assets managed by Future Standard or its strategic partners as to which Future Standard is entitled to receive a fee or carried interest
(either currently or upon deployment of capital) and general partner capital. Future Standard calculates the amount of AUM as of any date
as the sum of: (i) the fair value of the investments of Future Standard’s investment funds; (ii) uncalled investor capital
commitments to these funds, including uncalled investor capital commitments from which Future Standard is currently not earning management
fees or carried interest; (iii) the value of outstanding CLOs (excluding CLOs wholly-owned by Future Standard); (iv) the fair
value of FS KKR Capital Corp. joint venture (JV) assets and (v) the fair value of other assets managed by Future Standard. Future
Standard’s calculation of AUM may differ from the calculations of other asset managers and, as a result, Future Standard’s
measurements of its AUM may not be comparable to similar measures presented by other asset managers. Future Standard’s definition
of AUM is not based on any definition of AUM that may be set forth in agreements governing the investment funds, vehicles or accounts
that it manages and is not calculated pursuant to any regulatory definitions.
Contact Information:
Investor Relations Contact
Caitlin Welch
Caitlin.Welch@futurestandard.com
Future Standard Media Team
Marc Hazelton
Marc.Hazelton@futurestandard.com
9
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