FS KKR Capital, FS KKR Capital Corp. II enter definitive merger agreement

FS/KKR Advisor, a partnership between FS Investments and KKR Credit Advisors, announced that FS KKR Capital (FSK) and FS KKR Capital Corp. II (FSKR), two publicly traded business development companies advised by FS/KKR, have entered into a definitive merger agreement. The merger of FSK and FSKR would create one of the largest BDCs in the U.S., with $14.9B in assets under management, $7.2B in net asset value and over $3B of committed capital available to new investment opportunities, each on a pro forma basis as of September 30. Under the terms of the agreement, shareholders of FSKR will receive a number of FSK shares with a NAV per share equal to the NAV of the FSKR shares they hold, as determined shortly before closing, subject to payment of cash in lieu of fractional shares at the election of FSK. FSK will be the surviving entity and will continue to be managed by FS/KKR and trade on the New York Stock Exchange under the ticker symbol (FSK). The board of directors of FS KKR Capital Corp. and FS KKR Capital Corp. II have unanimously approved the merger. The transaction is expected to close during the second or third quarter of 2021, subject to approval by FSK and FSKR shareholders and other customary closing conditions. Prior to the closing of the merger, FS/KKR currently expects FSK and FSKR each to continue to declare quarterly distributions in the normal course of business, subject to board approval. The combined company's investment strategy will continue to focus predominantly on senior secured debt investments. Based on publicly available information as of September 30, on a pro forma basis, approximately 72% of the combined company's investment portfolio will be comprised of senior secured debt investments. The combined company had, on a pro forma basis, $14.9B in assets as of September 30. The combined company's investment portfolio consisted of 216 investments across 23 industries, as of September 30. The merger is projected to generate approximately $5M in near term annual synergies by eliminating duplicative internal and external functions. In connection with the merger, the board of FSK has also approved an amended advisory agreement for the combined company. Upon the closing, the combined company will permanently reduce its income incentive fee to 17.5% from the existing level of 20%. The hurdle rate will remain at 7%. In conjunction with the permanent fee reduction, the look back provision in the existing FSK advisory agreement will be removed. At the closing of the merger, FS/KKR has agreed to waive $90M of incentive fees spread evenly over the first six quarters following the closing. This waiver equates to $15M per quarter.