PHILADELPHIA and NEW YORK, June 16,
2021 /PRNewswire/ -- FS/KKR Advisor, LLC (FS/KKR), a
partnership between FS Investments and KKR Credit Advisors (US),
today announced the completion of the merger between FS KKR Capital
Corp. (NYSE: FSK) and FS KKR Capital Corp. II (NYSE:
FSKR). The combined company will operate as FS KKR Capital Corp.
and continue to trade on the New York Stock Exchange under the
ticker "FSK."
Michael Forman, Chairman and
Chief Executive Officer of FSK, commented, "We are excited to
complete this merger and operate a single BDC with the market reach
and balance sheet strength to be a leader in private credit
markets. This combination represents an important milestone for our
franchise in our plan to drive enhanced value to our
investors."
Based on the merger exchange ratio, FSKR shareholders are
receiving 0.9498 FSK shares for each share of FSKR held. The
exchange ratio was determined based on the closing net asset value
(NAV) per share of $26.77 and
$25.42 for FSK and FSKR, respectively
as of June 14, 2021, and ensures that
the NAV of shares investors will own in FSK will be equal to the
NAV of the shares they held in FSKR. As part of the closing, FSK
will not be paying cash in lieu of fractional shares.
Dan Pietrzak, Chief Investment
Officer and Co-President of FSK, said, "The combination creates a
premier BDC lending franchise with approximately $15 billion in assets. With our portfolio
diversification, enhanced access to capital markets, and over
$3 billion of available investment
capacity, we believe we are well-positioned as a leading lender to
upper middle market borrowers."
Share Repurchase Program
In addition, as previously announced, in connection with the
closing of the merger, the board of directors of FSK (the "Board")
has authorized a share repurchase program. Under the program, FSK
may repurchase up to $100 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 for one year from its effective date, unless extended, or
until the aggregate repurchase amount that has been approved by the
Board has been expended. The program may be suspended, extended,
modified or discontinued at any time.
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 FSK with
approximately $15 billion in assets
under management as of March 31,
2021.
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. 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,
natural disasters or pandemics such as COVID-19, future
changes in laws or regulations and conditions in FSK's operating
area, the price at which shares of common stock trade on the New
York Stock Exchange, costs, charges or expenses resulting from the
business combination transaction involving FSK and FSKR (together,
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.
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.
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