FS KKR Capital Corp

SC 14D9 1 tm2614184d1_sc14d9.htm SC 14D9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 FS KKR Capital Corp. (Name of Subject Company) FS KKR Capital Corp. (Names of Persons Filing Statement) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 302635 206 (CUSIP Number of Class of Securities) Michael C. Forman Chairman and Chief Executive Officer FS KKR Capital Corp. 3025 JFK Boulevard, OFC 500 Philadelphia, PA 19104 (215) 495-1150 (Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of the persons filing statement) With copies to: Stephen S. Sypherd General Counsel and Secretary FS KKR Capital Corp. 3025 JFK Boulevard, OFC 500 Philadelphia, PA 19104 (215) 495-1150 Eric S. Siegel, Esq. Clay Douglas, Esq. Dechert LLP Cira Centre 2929 Arch Street Philadelphia, PA 19104 Tel: (215) 994-4000 ¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. ITEM 1. SUBJECT COMPANY INFORMATION (a) Name and Address The name of the subject company to which this Solicitation/Recommendation Statement on Schedule 14D-9 (together with any exhibits and annexes attached hereto, this “ Schedule 14D-9 ”) relates is FS KKR Capital Corp., a Maryland corporation (the “ Company ,” “ we ” or “ us ”). The Company’s principal executive offices are located at 3025 JFK Boulevard, OFC 500, Philadelphia, Pennsylvania, 19104. The Company’s telephone number at such principal executive offices is (215) 495-1150. (b) Securities The title of the class of equity securities to which this Schedule 14D-9 relates is the Company’s common stock, par value $0.001 per share (each, a “ Share ”). As of May 8, 2026, there was an aggregate of 280,066,433 Shares issued and outstanding. ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON (a) Name and Address The filing person is the subject company. The name, business address and business telephone number of the Company are set forth above in “ Item 1. Subject Company Information—Name and Address. ” (d) Tender Offer This Schedule 14D-9 relates to the cash tender offer by KKR Alternative Assets L.P., a Delaware limited partnership (the “ Purchaser ”), as disclosed in a Tender Offer Statement on Schedule TO filed by the Purchaser with the Securities and Exchange Commission (the “ SEC ”) on May 12, 2026 (as amended or supplemented from time to time, and together with the exhibits thereto, the “ Schedule TO ”), for up to $150,000,000 in aggregate amount of Shares at a price equal to $11.00 per Share (the “ Purchase Price ”), less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 12, 2026 (as amended or supplemented from time to time, the “ Offer to Purchase ”), and in the related Letter of Transmittal (the “ Letter of Transmittal ”), which, together with any amendments or supplements thereto, collectively constitute the “ Offer ”. The Offer to Purchase and the Letter of Transmittal are being delivered to the Company’s stockholders together with this Schedule 14D-9 and are filed as Exhibits (a)(1)(i) and (a)(1)(ii) to this Schedule 14D-9, respectively, and are incorporated herein by reference. The Offer is being made in accordance with the terms of the Purchaser’s Agreement of Limited Partnership, dated as of July 29, 2014, by and between KKR Alternative Assets Limited, a Cayman Islands company (the “ General Partner ”) and KKR Group Assets Holdings II L.P., a Delaware limited partnership (“ Holdings ”). The period for the Offer will end at 11:59 P.M., New York City time, on June 9, 2026 (such time and date at which the Offer will expire, the “ Expiration Date ”) unless the Purchaser has extended the period of the Offer, in which event the term “ Expiration Date ” means the latest time and date at which the period of the Offer, as so extended by the Purchaser, will expire. The Schedule TO provides that the General Partner is being named as a bidder in the Schedule TO because it is deemed to control the Purchaser, but otherwise is not participating in the Offer. The Purchaser and the General Partner are collectively referred to herein as the “ Offeror Group .” The Schedule TO provides that the Purchaser is a Delaware limited partnership and is an indirect subsidiary of KKR & Co. Inc. (“ KKR & Co. ”, and together with its subsidiaries, “ KKR ”), a global investment firm. The principal executive office of the Purchaser is located at 30 Hudson Yards, New York, New York 10001. The telephone number at such principal executive office is (212) 750-8300. The Purchaser is principally engaged in the business of acquiring and managing the investments and certain other assets of KKR. 1 The Schedule TO provides that the General Partner is a Cayman Islands company. The principal executive office of the General Partner is located at 30 Hudson Yards, New York, New York 10001. The telephone number at such principal executive office is (212) 750-8300. The General Partner is principally engaged in the business of managing the Purchaser. The Schedule TO provides that Holdings is a Delaware limited partnership and is the sole shareholder of the General Partner. The principal executive office of Holdings is located at 30 Hudson Yards, New York, New York 10001. The telephone number at such principal executive office is (212) 750-8300. Holdings is principally engaged in the business of being a holding company for certain KKR subsidiaries. Based on information provided to the Company by the Purchaser, the Offer is being made for the purpose of providing support to the Company. The Offer is not conditioned upon any financing arrangements. The Offer, however, is subject to certain other conditions, including the expiration or termination of any waiting period (or any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the Offer and, to the extent applicable, obtaining all clearances and authorizations required under the antitrust laws of any other jurisdictions (the “ Antitrust Condition ”). The Purchaser intends to finance the acquisition of up to $150,000,000 in aggregate amount of Shares in the Offer with available cash. For the reasons described in more detail below, the Company’s board of directors (the “ Company Board ”) is supportive of the commencement of the Offer, but in consideration of its duties to all Company stockholders, the Company Board has determined to take no position and make no recommendation, and to express no opinion and to remain neutral, with respect to the Offer. The Company Board has determined that the decision of stockholders regarding whether or not to tender their Shares in the Offer is a personal investment decision based upon each individual stockholder’s particular circumstances. The Company Board urges each stockholder to make its own decision regarding the Offer based on all of the available information, including the adequacy of the Purchase Price in light of the Company’s net asset value per Share, the stockholder’s own investment objectives, the stockholder’s views as to the Company’s prospects and outlook, the factors considered by the Company Board, as described below, and any other factors that the stockholder deems relevant to its investment. On May 6, 2026, the Company Board declared a distribution for the second quarter of 2026 of $0.42 per share, which will be paid on or about July 2, 2026 to stockholders of record as of the close of business on June 17, 2026 (the “ Q2 2026 Dividend ”). Stockholders whose Shares are purchased by the Purchaser in the Offer will not be eligible to receive the Q2 2026 Dividend with respect to such Shares if the Expiration Date occurs prior to the June 17, 2026 record date for the Q2 2026