PHILADELPHIA and NEW YORK, Dec. 19, 2018 /PRNewswire/
-- FS/KKR Advisor, LLC (FS/KKR), a partnership between FS
Investments and KKR Credit Advisors (US) LLC, today announced that
the merger of FS Investment Corporation (NYSE: FSIC) and Corporate
Capital Trust, Inc. (NYSE: CCT) has closed, creating the
second-largest publicly traded business development company. With
the closing of the merger, FS Investment Corporation has been
renamed FS KKR Capital Corp. (FSK) and will begin trading on the
New York Stock Exchange under the ticker symbol "FSK" on
December 20, 2018.
"Combining FSIC and CCT represents an important milestone for
our franchise in our quest to drive consistent and sustained value
for our investors," said Michael
Forman, Chief Executive Officer of FSK. "We believe the
business and operational synergies this merger is expected to
create – including lower administrative costs, a more diversified
investment portfolio and an optimized capital structure – position
us well to deliver on that objective."
Cash Distribution and Exchange Ratio
CCT's board of directors previously declared a conditional
special cash distribution of at least $0.402 per share, which will be paid on or about
December 27, 2018 to stockholders of
record as of the close of business on December 18, 2018. Prior to the closing of the
merger, CCT determined that the amount of such special cash
distribution will be $0.506 per
share.
Based on the final merger exchange ratio reported by FSK today,
CCT shareholders will receive 2.3552 FSK shares for each share of
CCT held, subject to payment of cash in lieu of fractional
shares.
Share Repurchase Program
Concurrent with today's closing announcement, FSK's board of
directors has authorized a share repurchase program. Under the
program, FSK may repurchase up to $200
million in the aggregate of its outstanding common stock in
the open market at prices below the current net asset value per
share.
The timing, manner, price and amount of any share repurchases
will be determined by FSK, based upon the evaluation of economic
and market conditions, FSK's stock price, applicable legal and
regulatory requirements and other factors. The program will be in
effect through December 19, 2019,
unless extended, or until the aggregate repurchase amount that has
been approved by FSK's board of directors has been expended. The
program may be suspended, extended, modified or discontinued at any
time.
FSK currently intends to release preliminary financial
information as of and for the year ended December 31, 2018 in mid-January 2019 to allow potential repurchases
to commence.
Todd Builione, President of FSK,
added, "We believe buying shares of FSK is a compelling
opportunity. Given current trading and dividend levels, investors
are able to earn a 13% annual dividend yield with the potential for
significant market price appreciation through convergence to
fundamental book value. Our board has authorized a $200 million share repurchase program, which
reflects our perspective on this buying opportunity and confidence
in our investment portfolio and broader franchise."
About FS KKR Capital Corp.
FS KKR Capital Corp. (NYSE:
FSK) is a publicly traded business development company 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, the subordinated debt of private middle
market U.S. companies to achieve the best risk-adjusted returns for
investors. FSK is advised by FS/KKR Advisor, LLC. For more
information, visit www.fskkrcapitalcorp.com.
About FS/KKR Advisor, LLC
FS/KKR Advisor, LLC is a
partnership between FS Investments and KKR Credit that serves as
the investment adviser to BDCs with approximately $17 billion in assets under management as of
September 30, 2018. The BDCs managed
by FS/KKR include FS KKR Capital Corp., FS Investment Corporation
II, FS Investment Corporation III, FS Investment Corporation IV and
Corporate Capital Trust II.
FS Investments is a leading asset manager dedicated to helping
individuals, financial professionals and institutions design better
portfolios. The firm provides access to alternative sources of
income and growth, and focuses on setting industry standards for
investor protection, education and transparency. FS Investments is
headquartered in Philadelphia, PA
with offices in New York, NY,
Orlando, FL and Washington, DC. Visit fsinvestments.com to
learn more.
KKR Credit is a subsidiary of KKR & Co. Inc., a leading
global investment firm that manages multiple alternative asset
classes, including private equity, energy, infrastructure, real
estate and credit, with strategic manager partnerships that manage
hedge funds. KKR aims to generate attractive investment returns for
its fund investors by following a patient and disciplined
investment approach, employing world-class people, and driving
growth and value creation with KKR portfolio companies. KKR invests
its own capital alongside the capital it manages for fund investors
and provides financing solutions and investment opportunities
through its capital markets business. References to KKR's
investments may include the activities of its sponsored funds. For
additional information about KKR & Co. Inc. (NYSE: KKR), please
visit KKR's website at www.kkr.com and on Twitter @KKR_Co.
Contact Information:
Institutional Investors (FS Investments)
Marc Yaklofsky or Robert
Paun
marc.yaklofsky@fsinvestments.com
215-309-6763
Financial Advisors and Retail Investors
877-628-8575
Institutional Investors (KKR)
Danny McMahon
CCT-IR@kkr.com
Media (FS Investments)
Marc
Yaklofsky or Melanie
Hemmert
media@fsinvestments.com
215-495-1174
Media (KKR)
Kristi Huller or Cara Kleiman Major
media@kkr.com
212-750-8300
Forward-Looking Statements and Important Disclosure
Notice
Statements included herein may constitute
"forward-looking" statements as that term is defined in Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, 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
FSK. 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 FSK's operations or the economy generally due to terrorism or
natural disasters, future changes in laws or regulations and
conditions in FSK's operating area, the price at which shares of
FSK's common stock trade on the New York Stock Exchange, unexpected
costs, charges or expenses resulting from the business combination
transaction involving FSK, and failure to realize the anticipated
benefits of the business combination transaction involving FSK.
Some of these factors are enumerated in the filings FSK made with
the Securities and Exchange Commission. The inclusion of
forward-looking statements should not be regarded as a
representation that any plans, estimates or expectations will be
achieved. Any forward-looking statements speak only as of the date
of this communication. Except as required by 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. Readers are cautioned not to place
undue reliance on any of these forward-looking statements.
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.
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SOURCE FS Investment Corporation
