FS KKR Capital Corp美股招股说明书(2025-05-09版)

FS KKR Capital Corp.(“we”, “our”, or “us”) has entered into separate equity distribution agreements, dated May 9, 2025 (the “Equity DistributionAgreements”), with each of Truist Securities, Inc., RBC Capital Markets, LLC, KKR Capital Markets LLC, and SMBC Nikko Securities America, Inc. (each, a“Sales Agent,” and collectively, the “Sales Agents”), relating to the shares of our common stock, par value $0.001 per share, pursuant to this prospectussupplement and the accompanying prospectus. The Equity Distribution Agreements provide that we may from time to time offer and sell shares of our commonstock having an aggregate offering price of up to $750 million. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in negotiated transactions ortransactions that are deemed to be “at the market,” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including salesmade directly on the New York Stock Exchange (the “NYSE”) or any similar securities exchange or sales made to or through a market maker other than on asecurities exchange, and by any other method permitted by law, including but not limited to privately negotiated transactions, which may include block trades, aswe and the Sales Agents may agree, at prices related to the prevailing market prices or at negotiated prices. See “Plan of Distribution.” We are an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a businessdevelopment company under the Investment Company Act of 1940, as amended (the “1940 Act”). Our investment objectives are to generate current income and,to a lesser extent, long-term capital appreciation. Our investments and activities are managed by FS/KKR Advisor, LLC (the “Adviser”), a registered investmentadviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), that is jointly operated by an affiliate of Franklin Square Holdings, L.P. (“FSInvestments”), and by KKR Credit Advisors (US) LLC (“KKR Credit”). Our common stock is traded on the NYSE under the symbol “FSK”. The last reported closing price for our common stock on the NYSE on May 7,2025 was $19.45per share. The net asset value (“NAV”) of our common stock as of March 31, 2025 (the last date prior to the date of this prospectus supplementon which we published NAV) was $23.37per share. Under the terms of the Equity Distribution Agreements, the Sales Agents will receive a commission from us of up to 1.5% of the gross sales price ofany shares of common stock sold through such Sales Agent under the Equity Distribution Agreements. The Sales Agents are not required to sell any specificnumber or dollar amount of common stock but will use their commercially reasonable efforts consistent with their respective sales and trading practices to sell theshares of our common stock offered by this prospectus supplement and the accompanying prospectus. We may also sell shares of common stock to a Sales Agent,as principal for its own account, at a price agreed upon at the time of sale. If we sell shares to a Sales Agent as principal, we will enter into a separate agreementwith such Sales Agent, setting forth the terms of such transaction, and we will describe such agreement in a separate prospectus supplement. See “Plan ofDistribution” in this prospectus supplement. The sales price per share of our common stock offered by this prospectus supplement and the accompanyingprospectus, less commissions payable under the Equity Distribution Agreements and discounts, if any, will not be less than the NAV per share of our commonstock at the time of such sale. The Adviser may, from time to time, in its sole discretion, pay some or all of the commissions payable under the Equity DistributionAgreements or make additional supplemental payments to ensure that the sales price per share of our common stock in connection with all of the offerings madehereunder will not be less than our current NAV per share. Any such payments made by the Adviser will not be subject to reimbursement by us. This prospectus supplement, the accompanying prospectus, and any related free writing prospectus, and the documents incorporated by reference inthis prospectus supplement and the accompanying prospectus, contain important information about us that a prospective investor should know before investing inour securities. Please read this prospectus supplement, the accompanying prospectus, and any related free writing prospectus, and the documents incorporated byreference in this prospectus supplement and the accompanying prospectus, before investing and keep them for future reference. We file annual, quarterly andcurrent reports, proxy statements and other information about us with the U.S. Securities and Exchange Commission (the “SEC”). This information is availablefree of charge by contacting us at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112, b