Filed Pursuant to Rule 497
File No. 333-231221
The information in this preliminary prospectus supplement is not
complete and may be changed. An effective registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to
sell these securities and are not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JULY 19, 2019
PRELIMINARY PROSPECTUS SUPPLEMENT
To the Prospectus dated May 3, 2019
$
4.750% Notes due 2022
We are offering for sale $ in aggregate principal amount of 4.750% Notes due 2022, which we refer to as the Notes. The Notes will mature on May 15,
2022. We will pay interest on the Notes semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2019. 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 are 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. The Notes offered hereby are a further issuance of the 4.750% Notes due 2022 that we issued on April 30, 2015 in the aggregate principal amount of $275,000,000, or the existing Notes. The Notes offered hereby will be treated
as a single series with the existing Notes under the indenture and are expected to be so treated for U.S. federal income tax purposes. The Notes offered hereby will have identical terms as the existing Notes, other than the issue date and offering
price. The Notes offered hereby will have the same CUSIP number as the existing Notes, will be fungible and rank equally with the existing Notes and will vote together with the existing Notes as a single class immediately upon issuance of the Notes
offered hereby. Upon the issuance of the Notes offered hereby, the outstanding aggregate principal amount of our 4.750% Notes due 2022 will be $ . Unless the context otherwise requires, references
herein to the Notes include the Notes offered hereby and the existing Notes.
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-8
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.
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Per Note
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Total
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Public offering price
(1)
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%
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$
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Underwriting discounts and commissions (sales load)
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%
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$
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Proceeds to us before expenses
(2)
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%
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$
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(1)
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The public offering price set forth above does not include accrued interest of $ in the
aggregate from May 15, 2019 up to, but not including, the date of delivery, which will be paid by the purchasers of the Notes offered hereby. On November 15, 2019, we will pay this
pre-issuance
accrued interest to the holders of the Notes offered hereby as of the applicable record date along with interest accrued on the Notes offered hereby from the date of delivery to such interest payment date.
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(2)
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Before deducting estimated offering expenses of $ payable by us in connection with this
offering. See Underwriting in this prospectus supplement.
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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 , 2019.
Joint
Book-Running Managers
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J.P. Morgan
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SunTrust Robinson Humphrey
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SMBC Nikko
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The date of this prospectus supplement
is , 2019.