Item 1.01. Entry into a Material Definitive Agreement.
Amended and Restated Investment Advisory Agreement
At a special meeting of stockholders of
On
In connection with the entry into the Amended Advisory Agreement, the Advisor
has also agreed to waive income incentive fees in the amount of
Information regarding the material relationships between FSK and the Advisor is
set forth in "Part I-Item 1. Business-About the Advisor" and "Part III-Item 13.
Certain Relationships and Related Transactions, and Director Independence" in
FSK's Annual Report on Form 10-K for the fiscal year ended
The foregoing description of the Amended Advisory Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended Advisory Agreement, which is attached hereto as Exhibit 10.1 and is incorporated into this Current Report on Form 8-K by reference.
Second Supplemental Indenture
The information contained in Item 2.03 under the heading "Second Supplemental Indenture" is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On
Pursuant to the Merger Agreement, Merger Sub was first merged with and into FSKR, with FSKR continuing as the surviving company (the "First Merger"), and, immediately following the First Merger, FSKR was then merged with and into FSK, with FSK as the surviving company (together with the First Merger, the "Merger").
In the Merger, each share of FSKR common stock issued and outstanding immediately prior to the effective time of the First Merger was converted into 0.9498 shares of FSK common stock. The exchange ratio was determined based on the net asset value per share of FSKR common stock, divided by the net asset value per share of FSK common stock (determined, in each case, no earlier than 48 hours (excluding Sundays and holidays) prior to the closing date of the Merger). As a result of the Merger, FSK issued an aggregate of approximately 161,374,027 shares of FSK common stock to former FSKR stockholders. As part of the closing of the Merger, FSK will not be paying cash in lieu of fractional shares.
The foregoing description of the Merger and the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Merger Agreement, a copy of which was filed by FSK as Exhibit 2.1 to its Current
Report on Form 8-K filed on
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Second Supplemental Indenture
On
Pursuant to the Second Supplemental Indenture, FSK expressly assumed on behalf
of FSKR the due and punctual payment of the principal of (and premium, if any)
and interest on all the Notes outstanding, and the due and punctual performance
and observance of every covenant and every condition of the indenture, dated
The foregoing description of the Notes and the Second Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Base Indenture, the First Supplemental Indenture, providing for the issuance of the Notes, and the Second Supplemental Indenture, relating to FSK's assumption of the Notes, copies of which, including the form of Notes related thereto, are attached or incorporated by reference as Exhibits 4.1 through 4.4 to this Current Report on Form 8-K, respectively, and are incorporated into this Current Report on Form 8-K by reference.
Credit Facilities
On
Item 7.01 Regulation FD.
On
The information in Item 7.01 and Exhibit 99.1 attached hereto 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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Forward-Looking Statements
Statements included herein may constitute "forward-looking" statements as that term is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act, as amended by the Private Securities Litigation Reform Act of 1995, including statements with regard to future events or the future performance or operations of the Funds. 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
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economy, risks associated with possible disruption to a Fund's operations or the
economy generally due to terrorism, natural disasters or pandemics such
as COVID-19, future changes in laws or regulations and conditions in a Fund's
operating area, the price at which shares of FSK's common stock trade on the
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Fund Acquired.
The information required by Item 9.01(a) of Form 8-K, including the financial
statements required pursuant to Rule 6-11 of Regulation S-X, was previously
included or incorporated by reference in (i) the Company's preliminary
prospectus supplement, dated
(d) Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as ofNovember 23, 2020 , by and amongFS KKR Capital Corp. , FS KKR Capital Corp. II,Rocky Merger Sub, Inc. , andFS/KKR Advisor, LLC (incorporated by reference to Exhibit 2.1 to FSK's Current Report on Form 8-K filed onNovember 24, 2020 ). 4.1 Indenture, dated as ofFebruary 14, 2020 , by and between FS KKR Capital Corp.II andU.S. Bank National Association , as trustee (incorporated by reference to Exhibit 4.1 to the FSKR's Current Report on Form 8-K filed onFebruary 14, 2020 ) . 4.2 First Supplemental Indenture, dated as ofFebruary 14, 2020 , relating to the 4.250% Notes due 2025, by and between FS KKR Capital Corp.II andU.S. Bank National Association , as trustee (incorporated by reference to Exhibit 4.2 to FSKR's Current Report on Form 8-K filed onFebruary 14, 2020 ). 4.3 Second Supplemental Indenture, dated as ofJune 16, 2021 , relating to the 4.250% Notes due 2025, by and betweenFS KKR Capital Corp. andU.S. Bank National Association , as trustee. 4.4 Form of 4.250% Notes due 2025 (included as Exhibit A to Exhibit 4.2 hereto) (incorporated by reference to Exhibit 4.2 to FSKR' s Current Report on Form 8-K filed onFebruary 14, 2020 ). 10.1 Amended and Restated Investment Advisory Agreement, dated as ofJune 16, 2021 , by and betweenFS KKR Capital Corp. andFS/KKR Advisor, LLC . 99.1 Press Release, datedJune 16, 2021 (furnished herewith). 4
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