PHILADELPHIA, Nov. 13, 2019 /PRNewswire/ -- FS KKR Capital
Corp. (NYSE: FSK) today announced that it has commenced a cash
tender offer (the "Tender Offer") for any and all of its
outstanding 2020 Notes. The Tender Offer is being made on the terms
and subject to the conditions set forth in the Offer to Purchase
dated November 13, 2019 (the "Offer
to Purchase") and the related notice of guaranteed delivery
(collectively, the "Offer Documents").
The Tender Offer will expire at 5:00
p.m., New York City time,
on November 19, 2019, unless extended
or earlier terminated as described in the Offer to Purchase (such
time and date, as they may be extended, the "Expiration Time").
Holders of the 2020 Notes ("Holders") may withdraw their validly
tendered 2020 Notes as described below. Holders are urged to read
the Offer Documents carefully before making any decision with
respect to the Tender Offer.
Certain information regarding the 2020 Notes and the Notes
Consideration is set forth in the table below.
Title of
Security
|
CUSIP / ISIN
Nos.
|
Principal
Amount
Outstanding
|
Notes
Consideration
|
4.250% Notes
due 2020
|
302635AB3 /
US302635AB34
|
$405,000,000
|
$1,001.50
|
The "Notes Consideration" for each $1,000 principal amount of the 2020 Notes validly
tendered and accepted for purchase pursuant to the Tender Offer
will be $1,001.50 per $1,000.00 principal amount of 2020 Notes. Holders
will also receive accrued and unpaid interest on the 2020 Notes
validly tendered and accepted for purchase from the July 15, 2019 interest payment date up to, but
not including, the date on which FSK makes payment for such 2020
Notes, which date is anticipated to be November 20, 2019.
Holders who validly tender (and do not validly withdraw) their
2020 Notes at or prior to the Expiration Time or pursuant to the
guaranteed delivery procedures described in the Offer Documents
will be eligible to receive in cash the Notes Consideration.
Holders who validly tender their 2020 Notes may validly withdraw
their tendered 2020 Notes at any time prior to the earlier of (i)
the Expiration Time and (ii) if the Tender Offer is extended, the
10th business day after commencement of the Tender Offer. Notes may
also be validly withdrawn at any time after the 60th business day
after commencement of the Tender Offer if for any reason the Tender
Offer has not been consummated by that date. The Tender Offer is
subject to the satisfaction or waiver of certain conditions,
including the successful completion by FSK of an offering (the
"Offering") of new senior notes on terms satisfactory to FSK in its
sole discretion, generating net proceeds in an amount that is
sufficient to effect the repurchase of the 2020 Notes validly
tendered and accepted for purchase pursuant to the Tender Offer and
the redemption, in accordance with the terms of the indenture
governing the 2020 Notes, of all 2020 Notes remaining outstanding
after the Tender Offer, including the payment of any accrued
interest and costs and expenses incurred in connection with the
foregoing. FSK reserves the right to amend or waive any of the
conditions of the Tender Offer, in whole or in part, at any time or
from time to time, in its sole discretion.
FSK today also issued a notice of redemption providing for the
redemption of the 2020 Notes in full. Any 2020 Notes not purchased
in the Tender Offer will be redeemed in connection with the
Redemption. The Redemption is not conditioned upon any other
circumstance or event. The redemption date for the 2020 Notes will
be December 16, 2019 (the "Redemption
Date"). The redemption price for the 2020 Notes will be 100% of the
aggregate principal amount of the 2020 Notes, plus the accrued and
unpaid interest through, but excluding, the Redemption Date.
FSK has engaged J.P. Morgan Securities LLC to act as dealer
manager (the "Dealer Manager") in connection with the Tender Offer
and has appointed D.F. King & Co., Inc. ("DF King") to serve as
the tender agent and information agent for the Tender Offer. Copies
of the Offer Documents are available via the Tender Offer website
at www.dfking.com/fsk or by contacting DF King in New York via email at fsk@dfking.com or via
telephone at (212) 269-5550 (banks and brokers) or (866) 796-1290
(all others). Questions regarding the terms of the Tender Offer
should be directed to J.P. Morgan Securities LLC at (212) 834-8553
(collect) or (866) 834-4666 (toll-free).
None of FSK, its board of directors, the Dealer Manager, DF King
or the trustee for the 2020 Notes, or any of their respective
affiliates, is making any recommendation as to whether Holders
should tender any 2020 Notes in response to the Tender Offer.
Holders must make their own decision as to whether to tender any of
their 2020 Notes and, if so, the principal amount of 2020 Notes to
tender.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any of the 2020 Notes, or an offer
to sell or a solicitation of an offer to purchase the new notes
offered pursuant to the Offering, nor is it a solicitation for
acceptance of the Tender Offer, nor shall it constitute a notice of
redemption under the indenture governing the 2020 Notes. FSK is
making the Tender Offer only by, and pursuant to the terms of, the
Offer Documents. The Tender Offer is not being made in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction.
About FS KKR Capital Corp.
FS KKR Capital Corp. (NYSE: FSK) is a 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 to
achieve the best risk-adjusted returns for its investors. FSK is
advised by FS/KKR Advisor, LLC.
About FS/KKR Advisor, LLC
FS/KKR Advisor, LLC (FS/KKR) is a partnership between FS
Investments and KKR Credit that serves as the investment adviser to
BDCs with approximately $17 billion
in assets under management as of June 30, 2019. The BDCs
managed by FS/KKR include FSK, FS Investment Corporation II, FS
Investment Corporation III, FS Investment Corporation IV and
Corporate Capital Trust II.
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 Washington, DC.
KKR Credit is a subsidiary of KKR & Co. Inc., a leading
global investment firm that manages multiple alternative asset
classes, including private equity, energy, infrastructure, real
estate and credit, 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.
Forward-Looking Statements and Important Disclosure
Notice
This announcement may contain certain forward-looking
statements, 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 in FSK's
operations or the economy generally due to terrorism or natural
disasters, future changes in laws or regulations and conditions in
FSK's operating area, and the price at which shares of FSK's common
stock trade on the New York Stock Exchange. Some of these factors
are enumerated in the filings FSK makes with the SEC. FSK
undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Contact Information:
Investor Relations Contact
Robert Paun
Robert.Paun@fsinvestments.com
Media Contact
Melanie
Hemmert
Melanie.Hemmert@fsinvestments.com
View original content to download
multimedia:http://www.prnewswire.com/news-releases/fsk-announces-commencement-of-tender-offer-for-and-notice-of-redemption-of-any-and-all-4-250-notes-due-2020--300957510.html
SOURCE FS KKR Capital Corp.