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Item 5.02.
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Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
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Board of Directors
Effective October 30, 2019, the board of directors
(the “Board”) of FS KKR Capital Corp. (the “Company”) appointed Ms. Elizabeth Sandler as a new independent
member of the Board. Ms. Sandler was appointed as a Class A Director to serve for a term expiring at the Company’s 2020 annual
meeting of stockholders. Ms. Sandler has not been elected to serve as a member of the Board pursuant to any agreement or understanding
with the Company or any other person, and there are no related party transactions with regard to Ms. Sandler that are reportable
under Item 404(a) of Regulation S-K. Ms. Sandler will receive director fees in accordance with the director compensation arrangements
for FS KKR Capital Corp., FS Investment Corporation II, FS Investment Corporation III and FS Investment Corporation IV (the “Fund
Complex”), which includes an aggregate annual board retainer of $160,000 paid by the Fund Complex on a pro rata basis based
on assets under management.
Set forth below is biographical information pertaining to Ms.
Sandler:
Ms. Sandler is the Founder and has served as
the Chief Executive Officer of Echo Juliette, a consultant and adviser on workplace investments spanning executive coaching, employee
productivity and physical space, since January 2019. Prior to founding Echo Juliette, she served as Managing Director of The Blackstone
Group and Chief Operating Officer of its Blackstone Real Estate Debt Strategies business from September 2016 to August 2018. Prior
to joining The Blackstone Group, Ms. Sandler worked at Deutsche Bank from November 2000 to August 2016, including serving at different
times as a Managing Director and Global Chief Operating Officer of the Risk Division, Structured Finance business and Commercial
Real Estate business, among other roles. Prior to joining Deutsche Bank, she worked at a number of companies in the financial services
industry.
Ms. Sandler received a B.A. from Duke University
and an M.B.A. from The Wharton School of the University of Pennsylvania.
Officers of the Company
On October 30, 2019, the Board appointed Mr.
Brian Gerson and Mr. Daniel Pietrzak as Co-Presidents of the Company. Mr. Pietrzak will also continue to serve as the Company’s
Chief Investment Officer. In connection with the appointment of Messrs. Gerson and Pietrzak, Mr. Todd Builione resigned as President
of the Company. Mr. Builione will continue to serve as President of FS/KKR Advisor, LLC and as a Director of the Company. Messrs.
Gerson and Pietrzak have not been appointed to serve as a Co-Presidents pursuant to any agreement or understanding with the Company
or any other person. There is no family relationship between either Mr. Gerson or Mr. Pietrzak and any of the Company’s directors
or other executive officers, and there are no related party transactions with regard to either Mr. Gerson or Mr. Pietrzak that
are reportable under Item 404(a) of Regulation S-K.
On October
30, 2019, the Board appointed Mr. Steven Lilly as Chief Financial Officer of the Company, effective November 8, 2019. Effective
with Mr. Lilly’s appointment, the Company’s current Chief Financial Officer, Mr. William Goebel, will become the Company’s
Chief Accounting Officer. Messrs. Lilly and Goebel have not been appointed to serve as Chief Financial Officer and Chief
Accounting Officer, respectively, pursuant to any agreement or understanding with the Company or any other person. There is no
family relationship between either Mr. Lilly or Mr. Goebel and any of the Company’s directors or other executive officers,
and there are no related party transactions with regard to either Mr. Lilly or Mr. Goebel that are reportable under Item 404(a) of Regulation
S-K.
On October
30, 2019, the Board appointed Mr. Drew O’Toole and Mr. Ryan Wilson as Co-Chief Operating Officers of the Company.
Messrs. O’Toole and Wilson have not been appointed to serve as a Co-Chief Operating Officers pursuant to any agreement or
understanding with the Company or any other person. There is no family relationship between either Mr. O’Toole or Mr. Wilson
and any of the Company’s directors or other executive officers, and there are no related party transactions with regard to
either Mr. O’Toole or Mr. Wilson that are reportable under Item 404(a) of Regulation S-K.
None of Messrs. Gerson, Pietrzak, Lilly, Goebel,
O’Toole or Wilson will receive any direct compensation from the Company.
Set forth below is biographical information
pertaining to Messrs. Gerson, Pietrzak, Lilly, Goebel, O’Toole and Wilson:
Mr. Gerson,
age 52, joined FS Investments in November 2017 as its Head of Private Credit and has more than 20 years of experience in credit
investing and corporate lending, with specific expertise in lending through business development companies. Mr. Gerson has
served on FS/KKR Advisor, LLC’s investment committee since April 2018 and previously served as the Company’s President
from December 2017 to April 2018. Prior to joining FS Investments, he most recently served as Group Head and Managing
Director at LStar Capital, the credit affiliate of Lone Star Funds, from April 2015 to November 2017. At LStar, Mr. Gerson
developed and maintained deep relationships with the financial sponsor community and middle market intermediaries while significantly
expanding LStar’s corporate credit business. Prior to joining LStar, Mr. Gerson was a founding member of Solar Capital
Partners, which serves as investment adviser to two yield-oriented BDCs. At Solar Capital, he spent seven years from January 2007
to September 2014 in various credit, origination, management, and business development roles, most recently serving as Executive
Vice President of Solar Capital Limited. Prior to joining Solar Capital, Mr. Gerson spent 12 years in various positions, including
Managing Director at CIBC World Markets in its Leveraged Finance and Financial Sponsors Group. Mr. Gerson graduated summa
cum laude and Phi Beta Kappa from Tufts University where he earned a Bachelor of Arts in Mathematics.
Mr. Pietrzak,
age 44, has served as the Company’s Chief Investment Officer since April 2018. Mr. Pietrzak also currently serves as
the Chief Investment Officer of the other BDCs in the Fund Complex. Mr. Pietrzak joined KKR Credit in 2016 and is a Member
of KKR and the Co-Head of Private Credit. Mr. Pietrzak is a portfolio manager for KKR Credit’s private credit
funds and portfolios and a member of the Global Private Credit Investment Committee, Europe Direct Lending Investment Committee
and KKR Credit Portfolio Management Committee. Prior to joining KKR, Mr. Pietrzak was a Managing Director and the Co-Head of
Deutsche Bank’s Structured Finance business across the Americas and Europe. Previously, Mr. Pietrzak was based in New
York and held various roles in the structured finance and credit businesses of Société Générale and
CIBC World Markets. Mr. Pietrzak started his career at Price Waterhouse in New York and is a Certified Public Accountant.
Mr. Pietrzak holds an M.B.A. in Finance from The Wharton School of the University of Pennsylvania and a B.S. in Accounting
from Lehigh University.
Mr. Lilly,
age 50, joined FS Investments in October 2019 as a Managing Director. Mr. Lilly has a wealth of experience in the business development
company space and most recently served as Triangle Capital Corporation’s Chief Financial Officer, Secretary and member of
its Board of Directors from 2006 and Chief Compliance Officer from 2007, which was sold to Benefit Street Partners and Barings,
LLC in 2018. From 2005 to 2006, Mr. Lilly served as Chief Financial Officer of Triangle Capital Partners, LLC. At
Triangle, he built the company’s financial and operating infrastructure, oversaw listings on the Nasdaq and New York Stock
Exchange in 2007 and 2010, respectively, and led all corporate M&A and strategic processes. Prior to joining Triangle, Mr.
Lilly spent seven years as Senior Vice President of Finance & Treasurer at SpectraSite Communications, a publicly traded wireless
tower company, which was sold to American Tower Corporation in 2005. He began his career in
the media and communications capital markets group at First Union, now part of Wells Fargo. Mr. Lilly earned a B.A. in History
from Davidson College and completed the Executive Education Program at University of North Carolina at Chapel Hill. He currently
serves on the board of trustees of UNC/Rex Healthcare, Episcopal High School, Saint Mary’s School, and Historic Oakwood Cemetery
in Raleigh, NC. He is also a Director at America First Multifamily Investors, LP, a publicly traded mortgage REIT, where he serves
as Chairman of the Audit Committee.
Mr. Goebel, age
45, has served as the Company’s Chief Financial Officer since March 2011 and
its Treasurer since April 2018. Mr. Goebel also serves as Chief Financial Officer for the other BDCs in the Fund Complex and
certain of the other funds sponsored by FS Investments. Prior to joining FS Investments, Mr. Goebel held a senior manager
audit position with Ernst & Young LLP in the firm’s asset management practice from 2003 to January 2011, where he
was responsible for the audits of regulated investment companies, private investment partnerships, investment advisers and broker-dealers.
Mr. Goebel began his career at a regional public accounting firm, Tait, Weller and Baker LLP in 1997. Mr. Goebel received
a B.S. in Economics from the Wharton School of the University of Pennsylvania in 1997. He is a Certified Public Accountant and
holds the CFA Institute’s Chartered Financial Analyst designation.
Mr. O’Toole,
age 31, is an Executive Director of FS Investments, which he joined in April 2014. Previously, Mr. O’Toole was a Director
of Corporate Strategy at FS Investments. His responsibilities were primarily focused on the design, analysis and implementation
of key firm strategic initiatives. Prior to FS Investments, he worked in various roles at Cambridge Associates LLC, an institutional
investment advisory and consulting firm. Mr. O’Toole graduated summa cum laude from the University of Pittsburgh with
degrees in Finance and Business Management. He is also a CFA charterholder.
Mr. Wilson,
age 42, joined KKR Credit in 2006, and he is currently a Director of KKR and the Chief Operating Officer of KKR Private Credit.
Mr. Wilson served as Corporate Capital Trust, Inc.’s Chief Operating Officer prior to its merger with FS KKR Capital
Corp. and has held various roles across KKR Credit. Prior to joining KKR Credit, Mr. Wilson
was with PricewaterhouseCoopers, serving a variety of clients across industries. Mr. Wilson holds a B.A. in Economics with
honors from Wilfrid Laurier University and a MAcc in Accounting from the University of Waterloo. He also is a CFA charterholder,
Chartered Professional Accountant and a Chartered Accountant.
A copy of a press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.