Filed Pursuant to Rule 497
File No. 333-231221
PROSPECTUS SUPPLEMENT
To the Prospectus dated May 3, 2019
$400,000,000
4.625% Notes due 2024
We are offering for sale $400,000,000 in aggregate principal amount of 4.625% Notes due 2024, which we refer to as the Notes. The Notes will mature on July 15, 2024. We will pay interest on the Notes
semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2020. We may redeem the Notes in whole or in part at any time, or from time to time, at the applicable redemption price discussed under the caption
Specific Terms of the Notes and the OfferingOptional Redemption in this prospectus supplement. In addition, holders of the Notes can require us to repurchase some or all of the Notes at a purchase price equal to 100% of their
principal amount, plus accrued and unpaid interest to, but not including, the repurchase date upon the occurrence of a Change of Control Repurchase Event (as defined herein). The Notes will be issued in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof.
The Notes will be our general unsecured obligations that rank senior in right of
payment to all of our existing and future indebtedness that is expressly subordinated in right of payment to the Notes, rank
pari passu
with all existing and future unsecured unsubordinated indebtedness issued by us, rank effectively junior
to any of our secured indebtedness (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade
payables) incurred by our subsidiaries, financing vehicles or similar facilities. None of our current indebtedness is subordinated to the Notes and we do not presently expect to issue any such subordinated debt.
We are a specialty finance company that invests primarily in the debt securities of private middle market U.S. companies. Our investment
objectives are to generate current income and, to a lesser extent, long-term capital appreciation.
We are an externally
managed,
non-diversified,
closed-end
management investment company that has elected to be regulated as a business development company, or BDC, under the Investment
Company Act of 1940, as amended, or the 1940 Act. Our investments and activities are managed by FS/KKR Advisor, LLC, or the Advisor, a registered investment adviser under the Investment Advisers Act of 1940, as amended, or the Advisers Act, that is
jointly operated by an affiliate of Franklin Square Holdings, L.P., or FS Investments, and by KKR Credit Advisors (US) LLC, or KKR Credit.
We invest in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Below investment grade securities, which are often
referred to as junk, have predominantly speculative characteristics with respect to the issuers capacity to pay interest and repay principal. They may also be difficult to value and illiquid.
Investing in our securities may be considered speculative and involves a high degree of risk, including the risk of a substantial loss
of investment. See
Risk Factors
beginning on page
S-18
of this prospectus supplement and page 9 of the accompanying prospectus, in our most recent Annual Report on
Form
10-K,
and in any of our other filings with the Securities and Exchange Commission, or SEC, incorporated by reference herein to read about the risks you should consider before buying our securities,
including the risk of leverage.
This prospectus supplement, the accompanying prospectus, and any related free writing
prospectus, and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, contain important information about us that a prospective investor should know before investing in our securities. Please read
this prospectus supplement, the accompanying prospectus, and any related free writing prospectus, and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, before investing and keep them for future
reference. We file annual, quarterly and current reports, proxy statements and other information about us with the SEC. This information is available free of charge by contacting us at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112, by
calling us collect at
(215) 495-1150
or by visiting our website at
www.fskkrcapitalcorp.com
. Information contained on our website is not incorporated by reference into this prospectus supplement or
the accompanying prospectus, and you should not consider that information to be part of this prospectus supplement or the accompanying prospectus. The contact information provided above may be used by you to make investor inquiries. The SEC also
maintains a website at
www.sec.gov
that contains such information.
Neither the SEC nor any state securities
commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
|
|
|
|
|
|
|
|
|
|
|
Per Note
|
|
|
Total
|
|
Public offering price
(1)
|
|
|
99.520
|
%
|
|
$
|
398,080,000
|
|
Underwriting discounts and commissions (sales load)
|
|
|
1.000
|
%
|
|
$
|
4,000,000
|
|
Proceeds to us before expenses
(2)
|
|
|
98.520
|
%
|
|
$
|
394,080,000
|
|
(1)
|
Plus accrued interest, if any, from July 15, 2019 if settlement occurs after that date.
|
(2)
|
Before deducting estimated offering expenses of $600,000 payable by us in connection with this offering. See Underwriting in this
prospectus supplement.
|
THE NOTES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
Delivery of the Notes in book-entry form through
The Depository Trust Company, or DTC, will be made on or about July 15, 2019.
Joint Book-Running Managers
|
|
|
|
|
|
|
|
|
J.P. Morgan
|
|
SunTrust Robinson Humphrey
|
|
BMO Capital Markets Corp.
|
|
SMBC Nikko
|
|
|
|
|
|
|
|
|
|
ING
|
|
Mizuho Securities
|
|
MUFG
|
|
RBC Capital Markets
|
|
KKR
|
Joint Lead Managers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BofA Merrill Lynch
|
|
|
|
Citigroup
|
|
|
|
Credit Suisse
|
|
|
|
Goldman Sachs & Co. LLC
|
|
|
|
HSBC
|
|
|
|
|
|
|
|
|
|
Barclays
|
|
|
|
Deutsche Bank Securities
|
|
|
|
Morgan Stanley
|
Co-Managers
|
|
|
|
|
ICBC Standard Bank
|
|
|
|
SOCIETE GENERALE
|
|
|
|
|
|
|
|
|
|
BNP PARIBAS
|
|
|
|
Keefe, Bruette & Woods
|
|
|
|
US Bancorp
|
A Stifel Company
The date of this prospectus supplement is July 8,
2019.