FS KKR Capital Corp美股招股说明书(2024-12-23版)

We are offering for sale $100,000,000 in aggregate principal amount of 6.125% Notes due 2030, which we refer to as the Notes. The Notes willmature on January 15, 2030. We will pay interest on the Notes semi-annually in arrears on January 15 and July 15 of each year, beginning onJuly 15, 2025. We may redeem the Notes in whole or in part at any time, or from time to time, at the applicable redemption price discussed underthe caption “Specific Terms of the Notes and the Offering—Optional Redemption” in this prospectus supplement. In addition, holders of theNotes 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 unpaidinterest to, but not including, the repurchase date upon the occurrence of a Change of Control Repurchase Event (as defined herein). The Noteswill 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 isexpressly subordinated in right of payment to the Notes, rankpari passuwith all existing and future unsecured unsubordinated indebtednessissued by us, rank effectively junior to any of our secured indebtedness (including unsecured indebtedness that we later secure) to the extent ofthe 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 notpresently expect to issue any such subordinated debt. The Notes offered hereby are a further issuance of the 6.125% Notes due 2030 that weissued on November 20, 2024 in the aggregate principal amount of $600.0 million (the “Existing 2030 Notes”). The Notes offered hereby will betreated as a single series with the Existing 2030 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 2030 Notes, other than the issue date and offering price. The Notes offeredhereby will have the same CUSIP number as the Existing 2030 Notes, will be fungible and rank equally with the Existing 2030 Notes and willvote together with the Existing 2030 Notes as a single class immediately upon issuance of the Notes offered hereby. Upon the issuance of theNotes offered hereby, the outstanding aggregate principal amount of our 6.125% Notes due 2030 will be $700.0 million. Unless the contextotherwise requires, references herein to the “Notes” include the Notes offered hereby and the Existing 2030 Notes. We are an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a businessdevelopment company, or BDC, under the Investment Company Act of 1940, as amended, or the 1940 Act. Our investment objectives are togenerate current income and, to a lesser extent, long-term capital appreciation. Our investments and activities are managed by FS/KKR Advisor,LLC, or the Adviser, a registered investment adviser under the Investment Advisers Act of 1940, as amended, or the Advisers Act, that is jointlyoperated 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 ifthey were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculativecharacteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be difficult to value andilliquid. Investing in our securities may be considered speculative and involves a high degree of risk, including the risk of a substantialloss of investment. See “Risk Factors” beginning on page S-8 of this prospectus supplement and page 14 of the accompanyingprospectus, in our most recent Annual Report on Form 10-K, and in any of our other filings with the Securities and ExchangeCommission, 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 referencein this prospectus supplement and the accompanying prospectus, contain important information about us that a prospective investor should knowbefore 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 forfuture reference. We file annual, quarterly and current report