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Item 9A. Controls and Procedures

2021-03-01 compared with 2020-02-27 · 145 added, 99 removed, 141 unchanged (63% of the section changed)

41 unchanged sentences

Other Information.

We will file a definitive Proxy Statement for our 2020 Annual Meeting of Stockholders with the SEC, pursuant to Regulation 14A promulgated under the Exchange Act, not later than 120 days after the end of

our fiscal year.

Accordingly, certain information required by Part III has been omitted under General Instruction G(3) to Form 10-K.

Only those sections of our definitive Proxy Statement that specifically

address the items set forth herein are incorporated by reference.

Directors, Executive Officers and Corporate Governance.

The information required by Item 10 is hereby incorporated by reference from the Companys definitive Proxy Statement relating

to the Companys 2020 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of our fiscal year.

Executive Compensation.

The information required by Item 11 is hereby incorporated by reference from the Companys definitive Proxy Statement relating to the Companys 2020 Annual Meeting of Stockholders, to be

The information required by Item 10 is hereby incorporated by reference from an amendment to this Annual Report on Form 10-K, to be

filed with the SEC within 120 days following the end of our fiscal year.

Executive Compensation.

The information required by Item 11 is hereby incorporated by reference from an amendment to this Annual Report on Form 10-K, to be filed with the SEC within 120 days following the end of our fiscal

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by Item 12 is hereby incorporated by reference from the Companys definitive Proxy Statement relating

to the Companys 2020 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of our fiscal year.

The information required by Item 12 is hereby incorporated by reference from an amendment to this Annual Report on Form 10-K, to be

filed with the SEC within 120 days following the end of our fiscal year.

Certain Relationships and Related Transactions, and Director Independence.

The information required by Item 13 is hereby incorporated by reference from the Companys definitive Proxy Statement relating

to the Companys 2020 Annual Meeting of Stockholders, to be filed with the SEC within 120 days following the end of our fiscal year.

Principal Accountant Fees and Services.

The information required by Item 14 is hereby incorporated by reference from the Companys definitive Proxy Statement relating to the Companys 2020 Annual Meeting of Stockholders, to be

The information required by Item 13 is hereby incorporated by reference from an amendment to this Annual Report on Form 10-K, to be

filed with the SEC within 120 days following the end of our fiscal year.

Principal Accountant Fees and Services.

The information required by Item 14 is hereby incorporated by reference from an amendment to this Annual Report on Form 10-K, to be filed with the SEC within 120 days following the end of our fiscal

Exhibits, Financial Statement Schedules.

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Notes to Consolidated Financial Statements

Please note that the agreements included as exhibits to this annual report on Form 10-K are included to provide information regarding their terms and are not

intended to provide any other factual or disclosure information about the Company or the other parties to the agreements.

The agreements contain representations and warranties by each of the parties to the applicable agreement that have been made

solely for the benefit of the other parties to the applicable agreement and may not describe the actual state of affairs as of the date they were made or at any other time.

The following exhibits are filed as part of this annual report or hereby incorporated by reference to exhibits previously filed with the SEC:

Please note that the agreements included as exhibits to this annual report on Form 10-K are included to provide information regarding their terms and are

not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements.

The agreements contain representations and warranties by each of the parties to the applicable agreement that have been

made solely for the benefit of the other parties to the applicable agreement and may not describe the actual state of affairs as of the date they were made or at any other time.

The following exhibits are filed as part of this annual report or hereby incorporated by reference to exhibits previously filed with the

Agreement and Plan of Merger, by and among FS Investment Corporation, IC Acquisition, Inc.,

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and FS/KKR Advisor, LLC, dated as of July 22, 2018.

(Incorporated by reference to Exhibit 2.1 to the Company s Current Report on Form 8-K filed

on July 23, 2018.)

(Incorporated by reference to Exhibit 2.1 to the Company s Current Report on Form

8-K filed on July 23, 2018.)

Agreement and Plan of Merger, dated as of November 23, 2020, by and among FS KKR Capital

Corp., FS KKR Capital Corp.

II, Rocky Merger Sub, Inc.

and FS/KKR Advisor, LLC.

(Incorporated by reference to Exhibit 2.1 to the Company s Current Report on Form 8-K filed on

November 24, 2020.)

Second Articles of Amendment and Restatement of FS Investment Corporation.

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3.1 to the Company s Current Report on Form 8-K filed on December 19, 2018.)

Second Amended and Restated Bylaws of FS Investment Corporation.

(Incorporated by reference

to Exhibit 3.2 to the Company s Current Report on Form 8-K filed on April 16, 2014.)

Articles of Amendment of FS KKR Capital Corp.

(Incorporated by reference to Exhibit 3.1 to the

Company s Current Report on Form 8-K filed on June 15, 2020.)

Articles of Amendment of FS KKR Capital Corp.

(Incorporated by reference to Exhibit 3.2

to the Company s Current Report on Form 8-K filed on June 15, 2020.)

Third Amended and Restated Bylaws of FS KKR Capital Corp.

(Incorporated by reference to Exhibit

3.1 to the Company s Current Report on Form 8-K filed on November 24, 2020.)

Amendment No.

1 to the Second Amended and Restated Bylaws of FS Investment Corporation.

(Incorporated by reference to Exhibit 3.1 to the Company s Current Report on Form 8-K filed on July

(Incorporated

by reference to Exhibit 3.1 to the Company s Current Report on Form 8-K filed on July 23, 2018.)

Distribution Reinvestment Plan, effective as of June 2, 2014.

(Incorporated by reference to Exhibit 4.1 to the Company s Current Report on Form 8-K filed on May 23, 2014.)

Indenture, dated as of July

(Incorporated by reference

to Exhibit 4.1 to the Company s Current Report on Form 8-K filed on May 23, 2014.)

Indenture, dated as of July 14, 2014, by and between the Company and U.S.

Bank National Association,

(Incorporated by reference to Exhibit 4.2 to the Company s Quarterly Report on Form 10-Q for the quarterly period ended June 30,

2014 filed on August 14, 2014.)

Third Supplemental Indenture, dated as of April 30, 2015, relating to the 4.750% Notes due

2022, by and between the Company and U.S.

Bank National Association, as trustee.

(Incorporated by reference to Exhibit 4.2 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended

June 30, 2014 filed on August 14, 2014.)

Third Supplemental Indenture, dated as of April

30, 2015, relating to the 4.750% Notes due 2022, by and between the Company and U.S.

Bank National Association, as trustee.

(Incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed

on April 30, 2015.

(Incorporated by reference to Exhibit 4.1 to the Company s Current Report on Form

8-K filed on April 30, 2015.)

Form of 4.750% Notes due 2022.

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in Exhibit 4.3) (Incorporated by reference to Exhibit 4.1 to the Company s Current Report on Form 8-K filed on April 30,

Fourth Supplemental Indenture, dated as of July

15, 2019, relating to the 4.625% Notes due 2024, by and between the Company and U.S.

Fourth Supplemental Indenture, dated as of July 15, 2019, relating to the 4.625% Notes due

2024, by and between the Company and U.S.

Bank National Association, as trustee.

(Incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed

on July 15, 2019.)

(Incorporated by reference to Exhibit 4.1 to the Company s Current Report on Form

8-K filed on July 15, 2019.)

Form of 4.625% Notes due 2024.

(Included as Exhibit A to the Fourth Supplemental Indenture

in Exhibit 4.5) (Incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on July 15, 2019.)

Fifth Supplemental Indenture, dated as of November

20, 2019, relating to the 4.125% Notes due 2025, by and between the Company and U.S.

in Exhibit 4.5) (Incorporated by reference to Exhibit 4.1 to the Company s Current

Report on Form 8-K filed on July 15, 2019.)

Fifth Supplemental Indenture, dated as of November 20, 2019, relating to the 4.125% Notes due

2025, by and between the Company and U.S.

Bank National Association, as trustee.

(Incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed

on November 20, 2020.)

(Incorporated by reference to Exhibit 4.1 to the Company s Current Report on Form

8-K filed on November 20, 2019.)

Form of 4.125% Notes due 2025.

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Exhibit 4.7) (Incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on November 20, 2019.)

Sixth Supplemental Indenture, dated as of April 30, 2020 relating to the 8.625% Notes due 2025,

by and between the Company and U.S.

Bank National Association, as trustee.

(Incorporated by reference to Exhibit 4.9 filed with the Company s Quarterly Report on Form

10-Q for the quarterly period ended March 31, 2020 filed on May 6, 2020.)

Form of 8.625% Notes due 2025.

(Included as Exhibit A to the Sixth Supplemental Indenture

in Exhibit 4.9) (Incorporated by reference to Exhibit 4.9 filed with the Company s Quarterly Report on Form 10-Q for the quarterly period ended

March 31, 2020 filed on May 6, 2020.)

Seventh Supplemental Indenture, dated as of December 10, 2020 relating to the 3.400% Notes due

2026, by and between the Company and U.S.

Bank National Association, as trustee.

(Incorporated by reference to Exhibit 4.1 filed with the Company s Current Report on Form

8-K for filed on December 10, 2020.)

Form of 3.400% Notes due 2026.

(Included as Exhibit A to the Seventh Supplemental Indenture

in Exhibit 4.11) (Incorporated by reference to Exhibit 4.1 filed with the Company s Current Report on Form 8-K for filed on December 10,

Indenture, dated June 28, 2017, by and between The Bank of New York Mellon Trust Company, N.A.

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(Incorporated by reference to Exhibit 4.1 to Corporate Capital Trust Inc.

s Current Report on

Form 8-K filed on July 5, 2017.)

s Current Report on Form 8-K

filed on July 5, 2017.)

Form of 5.00% Notes due 2022.

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Description of Securities

Investment Advisory Agreement, dated as of December

20, 2018, by and between FS KKR Capital Corp.

Investment Advisory Agreement, dated as of December 20, 2018, by and between FS KKR Capital

and FS/KKR Advisor, LLC.

(Incorporated by reference to Exhibit 10.1 to the Registrant s Current Report on Form 8-K filed on December 28,

Administration Agreement, dated as of April

9, 2018, by and between FS Investment Corporation and FS/KKR Advisor, LLC.

Administration Agreement, dated as of April 9, 2018, by and between FS Investment Corporation

and FS/KKR Advisor, LLC.

(Incorporated by reference to Exhibit 10.2 to the Registrant s Current Report on Form 8-K filed on April 9,

Custodian Agreement, dated as of November

14, 2011, by and between the Company and State Street Bank and Trust Company.

(Incorporated by reference to Exhibit 10.9 filed with the Company s Quarterly Report on Form 10-Q for the quarterly

period ended September 30, 2011 filed on November 14, 2011.)

Amended and Restated Loan and Security Agreement, dated as of March

4, 2019, by and between Locust Street Funding LLC, JPMorgan Chase Bank, N.A., the lenders party thereto, and Wells Fargo Bank, National Association.

(Incorporated by reference to Exhibit 10.1 to the Company s Current Report on Form

8-K filed on March 8, 2019.)

Custodian Agreement, dated as of November 14, 2011, by and between the Company and State Street

Bank and Trust Company.

(Incorporated by reference to Exhibit 10.9 filed with the Company s Quarterly Report on Form 10-Q for the quarterly period ended

September 30, 2011 filed on November 14, 2011.)

Amended and Restated Loan and Security Agreement, dated as of March 4, 2019, by and between Locust

Street Funding LLC, JPMorgan Chase Bank, N.A., the lenders party thereto, and Wells Fargo Bank, National Association.

(Incorporated by reference to Exhibit 10.1 to the Company s Current Report on Form 8-K filed on March 8, 2019.)

Amended and Restated Senior Secured Revolving Credit Agreement, dated as of November 7, 2019,

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bookrunners, and joint lead arrangers party thereto.

(Incorporated by reference to Exhibit 10.1 to the Company s Current Report on Form 8-K filed on November 13,

Loan and Servicing Agreement, dated as of December

2, 2015, among CCT Tokyo Funding LLC, Corporate Capital Trust, Inc.

(Incorporated by reference to Exhibit 10.1 to the Company s Current Report on Form 8-K filed on

November 13, 2019.)

Commitment Increase Letter, dated as of March 3, 2020, among BNP Paribas, ING Capital LLC,

the Company, FS KKR Capital Corp.

II and JPMorgan Chase Bank, N.A., as administrative agent.

(Incorporated by reference to Exhibit 10.6 filed with

the Company s Quarterly Report on Form 10-Q for the

quarterly period ended March 31, 2020 filed on May 6, 2020.)

Amendment No.

1 to Amended and Restated Senior Secured Revolving Credit Agreement, dated as

of May 5, 2020, by and among the Company, FS KKR Capital Corp.

II, JPMorgan Chase Bank, N.A., as administrative agent, ING Capital LLC, as collateral agent, and the lenders party thereto.

(Incorporated by reference to Exhibit 10.7 filed with the

Company s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 filed on May 6, 2020.)

Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of December 23,

2020, by and among the Company and FS KKR Capital Corp.

II, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, ING Capital LLC, as collateral agent, and the lenders, documentation agents, joint bookrunners, and joint lead arrangers

party thereto.

(Incorporated by reference to Exhibit 10.2 to the Company s Current Report on Form 8-K filed on

December 30, 2020.)

Loan and Servicing Agreement, dated as of December 2, 2015, among CCT Tokyo Funding LLC,

Corporate Capital Trust, Inc.

and Sumitomo Mitsui Banking Corporation.

(Incorporated by reference to Exhibit 10.42 to Corporate Capital Trust, Inc.

s Annual Report on Form 10-K filed on March 21, 2016.)

First Amendment to Loan and Servicing Agreement, dated September

20, 2017, by an among CCT Tokyo Funding LLC, Corporate Capital Trust, Inc.

s Annual Report on Form

10-K filed on March 21, 2016.)

First Amendment to Loan and Servicing Agreement, dated September 20, 2017, by an among CCT

Tokyo Funding LLC, Corporate Capital Trust, Inc.

and Sumitomo Mitsui Banking Corporation.

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s Quarterly Report on Form 10-Q filed on November 9, 2017.)

Second Amendment to Loan and Servicing Agreement, dated as of November

28, 2017, by and among CCT Tokyo Funding LLC, Corporate Capital Trust, Inc.

Second Amendment to Loan and Servicing Agreement, dated as of November 28, 2017, by and among CCT

Tokyo Funding LLC, Corporate Capital Trust, Inc.

and Sumitomo Mitsui Banking Corporation.

1 unchanged sentence

s Current Report on Form 8-K filed on November 28, 2017.)

Fourth Amendment to Loan and Servicing Agreement, dated as of November

30, 2018, by and among CCT Tokyo Funding LLC, Corporate Capital Trust, Inc., and Sumitomo Mitsui Banking Corporation.

(Incorporated by reference to Exhibit

10.18 to the Company s Annual Report on Form 10-K filed on February 28, 2019.)

Fifth Amendment to Loan and Servicing Agreement, dated as of December

2, 2019, by and among CCT Tokyo Funding LLC, the Company, and Sumitomo Mitsui Banking Corporation.

(Incorporated by reference to Exhibit 10.1 to the Company s Current Report on Form 8-K filed

on December 5, 2019.)

Indenture, dated June

25, 2019, by and between FS KKR MM CLO 1 LLC and US Bank National Association.

Fourth Amendment to Loan and Servicing Agreement, dated as of November 30, 2018, by and among

CCT Tokyo Funding LLC, Corporate Capital Trust, Inc., and Sumitomo Mitsui Banking Corporation.

(Incorporated by reference to Exhibit 10.18 to the Company s Annual Report on Form 10-K filed on February 28, 2019.)

Fifth Amendment to Loan and Servicing Agreement, dated as of December 2, 2019, by and among CCT Tokyo

Funding LLC, the Company, and Sumitomo Mitsui Banking Corporation.

(Incorporated by reference to Exhibit 10.1 to the Company s Current Report on Form 8-K

filed on December 5, 2019.)

Sixth Amendment to Loan and Servicing Agreement, dated December 1, 2020, by and among CCT

Tokyo Funding LLC, FS KKR Capital Corp., and Sumitomo Mitsui Banking Corporation.

(Incorporated by reference to Exhibit 10.1 to the Company s Current Report on Form 8-K filed on

December 2, 2020.)

Indenture, dated June 25, 2019, by and between FS KKR MM CLO 1 LLC and US Bank National Association.

(Incorporated by reference to Exhibit 10.1 to the Company s Current Report on Form 8-K filed on July 1, 2019.)

Amended and Restated Indenture, dated December 22, 2020, by and between FS KKR MM CLO 1 LLC

Bank National Association.

(Incorporated by reference to Exhibit 10.1 to the Company s Current Report on Form 8-K filed on December 30,

Subsidiaries of the Company.

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Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.

Certification of Chief Executive Officer pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section

906 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section

906 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer a pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley

Certification of Chief Financial Officer a pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley

Filed herewith.

Pursuant to Item 601(a)(5) of Regulation S-K, certain exhibits and schedules have been omitted.

registrant hereby agrees to furnish supplementally a copy of any omitted attachment to the SEC upon request.

Financial statement schedules

No financial statement schedules are filed herewith because (1) such schedules are not required or (2) the information has been presented in the aforementioned financial statements.

No financial statement schedules are filed herewith because (1) such schedules are not required or (2) the information has been presented

in the aforementioned financial statements.

Form 10-K Summary.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this

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FS KKR CAPITAL CORP.

February 27, 2020

March 1, 2021

/s/ M ICHAEL C.

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below by the following persons on behalf of the registrant and in the capacity and on the dates indicated.

February 27, 2020

March 1, 2021

/s/ M ICHAEL C.

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(Principal Executive

February 27, 2020

/ S / S TEVEN

March 1, 2021

Chief Financial Officer

(Principal Financial

February 27, 2020

March 1, 2021

William Goebel

1 unchanged sentence

(Principal Accounting

February 27, 2020

/ S / B ARBARA

March 1, 2021

Barbara Adams

February 27, 2020

March 1, 2021

Todd Builione

February 27, 2020

March 1, 2021

/s/ B RIAN R.

February 27, 2020

/ S / R ICHARD

March 1, 2021

Richard Goldstein

February 27, 2020

March 1, 2021

/s/ M ICHAEL J.

February 27, 2020

March 1, 2021

/s/ J EFFREY K.

February 27, 2020

March 1, 2021

/s/ J EREL A.

February 27, 2020

Osagie Imasogie

February 27, 2020

March 1, 2020

Osagie Imosagie

March 1, 2021

/s/ J AMES H.

February 27, 2020

March 1, 2021

/s/ E LIZABETH

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures