PHILADELPHIA and NEW YORK, May 24,
2021 /PRNewswire/ -- FS/KKR Advisor, LLC (FS/KKR), a
partnership between FS Investments and KKR Credit Advisors (US),
today announced that the shareholders of each of FS KKR Capital
Corp. (NYSE: FSK) and FS KKR Capital Corp. II (NYSE: FSKR), two
publicly traded business development companies ("BDCs") advised by
FS/KKR, have voted to approve all necessary proposals related to
the merger of FSK and FSKR at each company's special meetings of
shareholders held on May 21,
2021.
Subject to the satisfaction of certain other closing conditions,
FS/KKR currently expects the merger to close on or around
June 16, 2021. FSK will be the
surviving entity and will continue to be managed by FS/KKR and
trade on the New York Stock Exchange under the ticker symbol
"FSK".
Michael Forman, Chairman and
Chief Executive Officer of FSK and FSKR, commented, "We are pleased
shareholders of both FSK and FSKR have voted in favor of the
proposed merger. The combination of FSK and FSKR represents an
important milestone in our long-term strategic plan as we create a
single company with approximately $15
billion in assets."
Dan Pietrzak, Chief Investment
Officer and Co-President of FSK and FSKR, said, "The merger of FSK
and FSKR represents a significant step forward for the FS KKR
franchise, as well as the collective BDC industry. The combined
company will operate with a diversified investment portfolio,
enhanced access to the capital markets, and will have over
$3 billion of available growth
capital to invest over the coming quarters."
Upon the closing of the merger, shareholders of FSKR will
receive a number of FSK shares with a net asset value (NAV) equal
to the NAV of the shares they hold in FSKR, with NAV determined
shortly before the closing. Shareholders of FSK and FSKR will be
paid their regular distribution, as well as any remaining
undistributed net investment income and capital gains in the case
of FSKR, on or around July 2, 2021.
For shareholders of FSKR, this will be an all-cash distribution
that is not eligible for reinvestment as FSKR's distribution
reinvestment plan has been suspended in preparation for the closing
of the merger. Post-merger, FSK intends to continue to pay
distributions on a quarterly basis, with the first distribution
payment expected to be declared in August
2021 and paid in early October
2021.
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, the subordinated debt
of private middle market companies. FSK is advised by FS/KKR
Advisor, LLC. For more information, please visit
www.fskkradvisor.com/fsk.
About FS KKR Capital Corp. II
FSKR is a leading publicly traded business development company
(BDC) focused on providing customized credit solutions to private
middle market U.S. companies. FSKR seeks to invest primarily in the
senior secured debt and, to a lesser extent, the subordinated debt
of private middle market companies. FSKR is advised by FS/KKR
Advisor, LLC. For more information, please visit
www.fskkradvisor.com/fskr.
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 $15 billion in assets
under management as of March 31,
2021. The BDCs managed by FS/KKR Advisor, LLC are FS KKR
Capital Corp. (NYSE: FSK) and FS KKR Capital Corp. II (NYSE:
FSKR).
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 Leawood, KS. Visit
www.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, credit and real assets, 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:
Investor Relations Contact
Robert Paun
robert.paun@fsinvestments.com
Media (FS Investments)
Melanie Hemmert
media@fsinvestments.com
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
FSK and FSKR (together, 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 consummate the business combination transaction
involving the Funds, the price at which shares of FSK's and FSKR's
common stock trade on the New York Stock Exchange, uncertainties as
to the timing of the consummation of the business combination
transaction involving the Funds, unexpected costs, charges or
expenses resulting from the business combination transaction
involving the Funds and failure to realize the anticipated benefits
of the business combination transaction involving the Funds. Some
of these factors are enumerated in the filings the Funds made with
the SEC and are also included in the Prospectus. 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, the Funds undertake 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.
Additional Information and Where to Find It
This communication relates to a proposed business combination
involving the Funds. In connection with the business combination,
the Funds have filed relevant materials with the SEC, including a
registration statement on Form N-14, which includes a joint proxy
statement of the Funds and a prospectus of FSK (the "Prospectus").
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. No offer of securities shall be made except
by means of a prospectus meeting the requirements of
Section 10 of the Securities Act. STOCKHOLDERS OF THE FUNDS
ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC,
INCLUDING THE PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
FUNDS, THE BUSINESS COMBINATION TRANSACTION INVOLVING THE FUNDS.
Investors and security holders will be able to obtain the documents
filed with the SEC free of charge at the SEC's web site,
http://www.sec.gov, FSK's website, https://www.fskkradvisor.com/fsk
or FSKR's website, https://www.fskkradvisor.com/fskr.
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SOURCE FS/KKR Advisor, LLC
