Item 8.01. Other Events.
On
On
FSKR, the individual defendants and FSK believe that FSKR and FSK have previously disclosed all information required to be disclosed to ensure that their respective stockholders can make an informed vote at the Special Meeting (as defined below) and that the additional disclosures requested by the plaintiff and the requesting stockholders are immaterial. Accordingly, FSKR, the individual defendants and FSK believe these claims are without merit. However, in order to reduce the costs, risks and uncertainties inherent in litigation, FSKR and FSK have determined to voluntarily supplement the Proxy Statement as described in this Current Report on Form 8-K (the "Report"). Nothing in this Report shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, FSKR, the FSKR Board, FSK and the Board of Directors of FSK specifically deny all allegations in the Merger Filing and the stockholder requests that any additional disclosure was or is required.
The FSKR Board, including all of the independent directors, continues to unanimously recommend that FSKR stockholders entitled to vote at the Special Meeting vote "FOR" the FSKR Merger Proposal (as defined in the Proxy Statement).
These supplemental disclosures will not affect the merger consideration to be
issued by FSK in connection with the Merger or the timing of FSKR's Special
Meeting of Stockholders scheduled for
If you are an FSKR stockholder, you can contact Broadridge Financial Solutions, Inc. at the below contact information with any questions regarding the Special Meeting:
Broadridge Financial Solutions, Inc.
51 Mercedes Way Edgewood, New York 11717 1-833-868-3374 Supplemental Disclosures.
The following disclosures supplement the disclosures contained in the Proxy Statement and should be read in conjunction with the disclosures contained in the Proxy Statement, which should be read in its entirety. To the extent
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that the information set forth herein differs from or updates information contained in the Proxy Statement, the information set forth herein shall supersede or supplement the information in the Proxy Statement. All page references are to pages in the Proxy Statement, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement. For clarity, new text within restated disclosure from the Proxy Statement is presented in bold text.
The first sentence of the first paragraph on page 43 of the Proxy Statement is supplemented as follows:
On
The first sentence of the second paragraph on page 64 of the Proxy Statement is supplemented as follows:
Based on the results of this analysis, the consensus Price/NAV multiple and 2021E dividend yield for FSKR of 0.63x and 14.1%, respectively, as published by Factset Research Systems, and on other factors J.P. Morgan considered appropriate, J.P. Morgan selected a range of Price/NAV multiples from 0.60x to 1.00x.
The second bullet point in the fifth paragraph on page 64 of the Proxy Statement is supplemented as follows:
a range for cost of equity of 11.0% to 12.0%, which range was chosen by J.P. Morgan taking into account macroeconomic assumptions, estimates of risk and other appropriate factors based on its professional experience and judgment;
The third paragraph on page 65 of the Proxy Statement is supplemented as follows:
For reference only and not as a component of its fairness analysis, J.P. Morgan
reviewed the six publicly available equity research analyst price target for
FSKR Common Stock and noted that the range of such price targets was
The first sentence of the first paragraph on page 66 of the Proxy Statement is supplemented as follows:
Based on the results of this analysis, the consensus Price/NAV multiple and 2021E dividend yield for FSK of 0.68x and 14.3%, respectively, as published by Factset Research Systems, and on other factors J.P. Morgan considered appropriate, J.P. Morgan selected a range of Price/NAV multiples from 0.60x to 1.00x.
The second bullet in the fifth paragraph on page 66 of the Proxy Statement is supplemented as follows:
a range for cost of equity of 11.0% to 12.0%, which range was chosen by J.P. Morgan taking into account macroeconomic assumptions, estimates of risk and other appropriate factors based on its professional experience and judgment;
The eighth paragraph on page 66 of the Proxy Statement is supplemented as follows:
For reference only and not as a component of its fairness analysis, J.P. Morgan
reviewed the nine publicly available equity research analyst price targets for
FSK Common Stock and noted that the range of such price targets was
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The third sentence of the second paragraph on page 54 of the Proxy Statement is supplemented as follows:
In this analysis, RBCCM compared, among other things, (1) multiple of price per share of common stock to Book Value and (2) 2021E Dividend Yield, in each case as published by Factset Research Systems.
The first sentence of the third paragraph on page 55 of the Proxy Statement is supplemented as follows:
RBCCM used discount rates ranging from 10.0% to 12.0%, which range was selected
by RBCCM in its professional judgment, based on an estimated cost of equity
using CAPM, as well as applying a size premium, and a terminal value at the end
of the forecast period, using terminal multiples ranging from 0.60x to 1.00x
based on estimated Book Value per share of common stock as of
The third sentence of the fourth paragraph on page 55 of the Proxy Statement is supplemented as follows:
In this analysis, RBCCM compared, among other things, (a) multiple of price per share of common stock to Book Value and (b) 2021E Dividend Yield, in each case as published by Factset Research Systems.
The first sentence of the third paragraph on page 56 of the Proxy Statement is supplemented as follows:
RBCCM used discount rates ranging from 10.0% to 12.0%, which range was selected
by RBCCM in its professional judgment, based on an estimated cost of equity
using CAPM, as well as applying a size premium, and a terminal value at the end
of the forecast period, using terminal multiples ranging from 0.60x to 1.00x
based on estimated Book Value per share of common stock as of
FORWARD-LOOKING STATEMENTS
Statements included herein may constitute "forward-looking" statements as that
term is defined in Section 27A of the Securities Act of 1933, as amended (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 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, failure to obtain requisite stockholder approval for
the Proposals (as defined below) set forth in the Proxy Statement, failure to
consummate the business combination transaction involving the Funds, the price
at which shares of FSK's and FSKR's common stock trade on the
Additional Information and Where to Find It
This communication relates to a proposed business combination involving the
Funds, along with related proposals for which stockholder approval will be
sought (collectively, the "Proposals"). In connection with the Proposals, the
Funds have filed relevant materials with the
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AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE FUNDS, THE BUSINESS COMBINATION TRANSACTION INVOLVING THE
FUNDS AND THE PROPOSALS. Investors and security holders will be able to obtain
the documents filed with the
Participants in the Solicitation
The Funds and their respective directors, executive officers and certain other
members of management and employees, including employees of FS/KKR Advisor, FS
Investments,
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