Item 8. Financial Statements and Supplementary Data
Item 8.
Financial Statements and Supplementary Data.
Index to Financial Statements
Page
Managements Report on Internal Control over Financial Reporting
71
Reports of Independent Registered Public Accounting Firms
72
Consolidated Balance Sheets as of December 31, 2020 and 2019
76
Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and
2018
77
Consolidated Statements of Changes in Net Assets for the years ended December
31, 2020, 2019 and 2018
79
Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and
2018
80
Consolidated Schedules of Investments as of December 31, 2020 and 2019
81
Notes to Consolidated Financial Statements
112
70
Table of Contents
MANAGEMENTS REPORT ON INTERNAL CONTROL OVER
FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over
financial reporting. In connection with the preparation of our annual financial statements, management has conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework set forth in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 (COSO). Managements assessment included an evaluation of the design of our internal control over financial
reporting and testing of the operational effectiveness of those controls. Based on this evaluation, we have concluded that, as of December 31, 2020, our internal control over financial reporting was effective to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting as of
December 31, 2020 has been audited by our independent registered public accounting firm.
71
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of FS KKR Capital Corp.
Opinion on Internal Control over Financial Reporting
We have audited the
internal control over financial reporting of FS KKR Capital Corp. and subsidiaries (the Company) as of December 31, 2020, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in
Internal Control Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the
standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our report dated March 1, 2021, expressed an unqualified
opinion on those financial statements.
Basis for Opinion
The Companys management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Managements Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Companys internal control over financial reporting based on our audit. We are a public
accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing
the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
San Francisco, California
March 1, 2021
72
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of FS KKR Capital Corp.
Opinion on the Financial Statements and Financial Highlights
We have
audited the accompanying consolidated balance sheets of FS KKR Capital Corp. and subsidiaries (the Company), including the consolidated schedules of investments, as of December 31, 2020 and 2019, the related consolidated statements of
operations, changes in net assets, and cash flows for the years then ended, the financial highlights for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations, changes in net assets, cash flows, and financial highlights for the years then ended, in
conformity with accounting principles generally accepted in the United States of America.
The consolidated financial
statements of the Company for the year ended December 31, 2018, before the effects of the adjustments to retrospectively apply the change in accounting related to the reverse stock split discussed in Note 1 to the financial statements, were audited
by other auditors whose report, dated February 27, 2019, expressed an unqualified opinion on those statements. We have also audited the adjustments to the 2018 consolidated financial statements to retrospectively apply the change in accounting for
the reverse stock split in 2020, as discussed in Note 1 to the financial statements. Our procedures included (1) comparing the amounts shown in the per share disclosures for 2018 to the Companys underlying accounting analysis, (2) comparing
the previously reported shares outstanding and the related balance sheet and income statement amounts per the Companys accounting analysis to the previously issued consolidated financial statements, and (3) recalculating the reduction of
shares to give effect to the reverse stock split and testing the mathematical accuracy of the underlying analysis. In our opinion, such retrospective adjustments are appropriate and have been properly applied. However, we were not engaged to audit,
review, or apply any procedures to the 2018 consolidated financial statements of the Company other than with respect to the retrospective adjustments, and accordingly, we do not express an opinion or any other form of assurance on the 2018
consolidated financial statements taken as a whole.
We have also audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States) (PCAOB), the Companys internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2021 expressed an unqualified opinion on the Companys internal control over financial reporting.
Basis for Opinion
These
financial statements and financial highlights are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements and financial highlights based on our audits. We are a
public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements and financial highlights.
Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of investments owned as of December 31, 2020 and
2019, by correspondence with the custodian, loan agents, and borrowers; when replies were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was
communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
73
Table of Contents
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Fair Value Level 3
Investments Refer to Notes 2, 6, and 8 to the financial statements
Critical Audit Matter Description
The Company held investments classified as Level 3 investments under accounting principles generally accepted in the United States of
America. These investments included illiquid corporate bonds and loans, unlisted equity securities, and derivatives that lack observable market prices. The valuation techniques used in estimating the fair value of these investments vary based on the
specific characteristics of the investments and certain significant inputs used were unobservable. The fair value of the Companys Level 3 investments was $5.8 billion as of December 31, 2020.
We identified the valuation of Level 3 investments as a critical audit matter because of the judgments necessary for management to select
valuation techniques and to use significant unobservable inputs to estimate the fair value. This required a high degree of auditor judgment and extensive audit effort, including the need to involve fair value specialists who possess significant
valuation experience, to evaluate the appropriateness of the valuation techniques and the significant unobservable inputs, when performing audit procedures to audit managements estimate of fair value of Level 3 investments.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to valuation techniques and unobservable observable inputs used by management to estimate the fair value of Level 3 investments included the following, among others:
We tested the effectiveness of controls over managements valuation of Level 3 investments, including those related to valuation techniques and
significant unobservable inputs.
We evaluated the appropriateness of the valuation techniques used for Level 3 investments and tested the related significant unobservable inputs by
comparing these inputs to external sources. We evaluated the reasonableness of any significant changes in valuation techniques or significant unobservable inputs, including the considerations of the impact of COVID 19. For a selected sample of Level
3 investments, we performed these procedures with the assistance of our fair value specialists.
In instances where the selection of valuation techniques or significant unobservable inputs were more subjective, with the assistance of our fair value
specialists, we developed an independent estimate of the fair value and compared our estimates to managements estimates.
We evaluated managements ability to reasonably estimate fair value by comparing managements historical estimates to subsequent
transactions, taking into account changes in market or investment specific conditions, where applicable.
/s/ Deloitte
& Touche LLP
San Francisco, California
March 1, 2021
We have served as the Companys auditor since 2019.
74
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
FS KKR Capital Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of operations, changes in net assets and cash flows of FS KKR Capital Corp. (the
Company) for the year ended December 31, 2018, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, except for the effects of the adjustments, if any, as might have been determined
to be necessary had we been engaged to audit the Companys restatement of share and per-share information, as described below, the financial statements present fairly, in all material respects, the results of the Companys operations and
its cash flows for the year ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
Reverse Stock Split
We were not engaged to audit the restatement of the
Companys disclosures about share and per-share information for the year ended December 31, 2018, as discussed in Note 3 to the financial statements.
Basis for Opinion
These financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with U.S. federal securities laws and applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
Except as discussed above, we conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ RSM US LLP
We have served as the auditor of one or more FS Investments investment companies
since 2007.
Blue Bell, Pennsylvania
February 27, 2019
75
Table of Contents
Part IFINANCIAL INFORMATION
FS KKR Capital Corp.
Consolidated Balance Sheets
(in millions, except share and per share
amounts)
December 31,
2020
2019
Assets
Investments, at fair value
Non-controlled/unaffiliated investments (amortized cost$5,314 and $6,006,
respectively)
$
4,986
$
5,661
Non-controlled/affiliated investments (amortized cost$629 and $686,
respectively)
534
717
Controlled/affiliated investments (amortized cost$1,510 and $1,117, respectively)
1,260
979
Total investments, at fair value (amortized cost$7,453 and $7,809, respectively)
6,780
7,357
Cash
182
93
Foreign currency, at fair value (cost$8 and $13, respectively)
9
13
Receivable for investments sold and repaid
173
657
Income receivable
72
82
Unrealized appreciation on foreign currency forward contracts
1
1
Deferred financing costs
15
10
Deferred merger costs
1
Prepaid expenses and other assets
4
3
Total assets
$
7,237
$
8,216
Liabilities
Payable for investments purchased
$
$
15
Debt (net of deferred financing costs of $23 and $9, respectively) (1)
3,997
4,173
Unrealized depreciation on foreign currency forward contracts
3
0
Stockholder distributions payable
74
96
Management and investment adviser fees payable
25
30
Subordinated income incentive fees payable (2)
Administrative services expense payable
2
3
Interest payable
25
23
Other accrued expenses and liabilities
15
10
Total liabilities
4,141
4,350
Commitments and contingencies (3)
Stockholders equity
Preferred stock, $0.001 par value, 50,000,000 shares authorized, none issued and outstanding
Common stock, $0.001 par value, 750,000,000 shares authorized, 123,755,965 and 126,581,766 shares issued and outstanding,
respectively (4)
0
1
Capital in excess of par value
3,866
4,041
Retained earnings (accumulated deficit) (5)
(770
)
(176
)
Total stockholders equity
3,096
3,866
Total liabilities and stockholders equity
$
7,237
$
8,216
Net asset value per share of common stock at year end (4)
$
25.02
$
30.54
(1)
See Note 9 for a discussion of the Companys financing arrangements.
(2)
See Note 2 for a discussion of the methodology employed by the Company in calculating the subordinated income incentive fees.
(3)
See Note 10 for a discussion of the Companys commitments and contingencies.
(4)
As discussed in Notes 1 and 3, the Company completed a Reverse Stock Split, effective as of June 15, 2020. The outstanding shares and net
asset value per common share reflect the Reverse Stock Split on a retroactive basis.
(5)
See Note 5 for a discussion of the sources of distributions paid by the Company.
See notes to consolidated financial statements.
76
Table of Contents
FS KKR Capital Corp.
Consolidated Statements of Operations
(in millions, except share and per share amounts)
Year Ended December 31,
2020
2019
2018
Investment income
From non-controlled/unaffiliated investments:
Interest income
$
427
$
571
$
305
Paid-in-kind interest income
43
40
34
Fee income
33
42
13
Dividend income
16
10
8
From non-controlled/affiliated investments:
Interest income
10
28
3
Paid-in-kind interest income
19
16
2
Fee income
0
Dividend income
0
From controlled/affiliated investments:
Interest income
7
11
9
Paid-in-kind interest income
4
4
19
Dividend income
80
57
1
Total investment income
639
779
394
Operating expenses
Management fees (1)
106
115
63
Subordinated income incentive fees (2)
57
26
Administrative services expenses
7
9
4
Accounting and administrative fees
2
2
1
Interest expense (3)
170
170
84
Other general and administrative expenses
13
9
7
Total operating expenses
298
362
185
Management fee waiver (1)
(3
)
Net expenses
298
362
182
Net investment income before taxes
341
417
212
Excise taxes
10
7
7
Net investment income
331
410
205
See notes to consolidated financial statements.
77
Table of Contents
FS KKR Capital Corp.
Consolidated Statements of Operations
(in millions, except share and per share amounts)
Year Ended December 31,
2020
2019
2018
Realized and unrealized gain/loss
Net realized gain (loss) on investments:
Non-controlled/unaffiliated investments
$
(323
)
$
(114
)
$
(116
)
Non-controlled/affiliated investments
(132
)
32
(9
)
Controlled/affiliated investments
(35
)
1
Net realized gain (loss) on swap contracts
(11
)
Net realized gain (loss) on foreign currency forward contracts
0
12
Net realized gain (loss) on foreign currency
(6
)
2
6
Net change in unrealized appreciation (depreciation) on investments:
Non-controlled/unaffiliated investments
17
(105
)
(48
)
Non-controlled/affiliated investments
(126
)
55
(57
)
Controlled/affiliated investments
(112
)
(33
)
(113
)
Net change in unrealized appreciation (depreciation) on swap contracts
16
(16
)
Net change in unrealized appreciation (depreciation) on foreign currency forward contracts
(3
)
(2
)
3
Net change in unrealized gain (loss) on foreign currency
(16
)
(17
)
(3
)
Change in unrealized appreciation from merger accounting (4)
717
Total net realized and unrealized gain (loss)
(736
)
(164
)
364
Net increase (decrease) in net assets resulting from operations
$
(405
)
$
246
$
569
Per share informationbasic and diluted
Net increase (decrease) in net assets resulting from operations (Earnings per Share) (6)
$
(3.26
)
$
1.90
$
9.05
(5)
Weighted average shares outstanding (6)
124,290,607
129,736,685
62,844,356
(1)
See Note 4 for a discussion of the waiver by FB Income Advisor, LLC, the Companys former investment adviser, of certain management fees
to which it was otherwise entitled during the applicable period.
(2)
See Note 2 for a discussion of the methodology employed by the Company in calculating the capital gains incentive fees and subordinated income
incentive fees.
(3)
See Note 9 for a discussion of the Companys financing arrangements.
(4)
See Note 13 for a discussion of the 2018 Merger.
(5)
Includes $717 change in unrealized appreciation from merger accounting. Without such amount, net increase (decrease) in net assets resulting
from operations would have been $(2.36).
(6)
As discussed in Notes 1 and 3, the Company completed a Reverse Stock Split, effective as of June 15, 2020. The weighted average shares
used in the per share computation of the net increase (decrease) in net assets resulting from operations reflect the Reverse Stock Split on a retroactive basis.
See notes to consolidated financial statements.
78
Table of Contents
FS KKR Capital Corp.
Consolidated Statements of Changes in Net Assets
(in millions)
Year Ended December 31,
2020
2019
2018
Operations
Net investment income
$
331
$
410
$
205
Net realized gain (loss) on investments, swap contracts, secured borrowing and foreign currency
(496
)
(78
)
(119
)
Net change in unrealized appreciation (depreciation) on investments, swap contracts, foreign currency forward contracts and
secured borrowing (1)
(224
)
(69
)
(231
)
Net change in unrealized gain (loss) on foreign currency
(16
)
(17
)
(3
)
Change in unrealized appreciation from merger accounting
717
Net increase (decrease) in net assets resulting from operations
(405
)
246
569
Stockholder distributions (2)
Distributions to stockholders
(318
)
(393
)
(205
)
Net decrease in net assets resulting from stockholder distributions
(318
)
(393
)
(205
)
Capital share transactions (3)
Issuance of common stock
1,567
Reinvestment of stockholder distributions
Repurchases of common stock
(47
)
(153
)
(50
)
Net increase (decrease) in net assets resulting from capital share transactions
(47
)
(153
)
1,517
Total increase (decrease) in net assets
(770
)
(300
)
1,881
Net assets at beginning of year
3,866
4,166
2,285
Net assets at end of year
$
3,096
$
3,866
$
4,166
(1)
See Note 7 for a discussion of the Companys financial instruments.
(2)
See Note 5 for a discussion of the sources of distributions paid by the Company.
(3)
See Note 3 for a discussion of the Companys capital share transactions.
See notes to consolidated financial statements.
79
Table of Contents
FS KKR Capital Corp.
Consolidated Statements of Cash Flows
(in millions)
Year Ended December 31,
2020
2019
2018
Cash flows from operating activities
Net increase (decrease) in net assets resulting from operations
$
(405
)
$
246
$
569
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in)
operating activities:
Purchases of investments (1)
(2,336
)
(2,907
)
(761
)
Paid-in-kind interest
(84
)
(60
)
(55
)
Proceeds from sales and repayments of investments
2,301
2,854
1,187
Net realized (gain) loss on investments
490
81
125
Net change in unrealized (appreciation) depreciation on investments (1)
221
83
218
Net change in unrealized (appreciation) depreciation on swap contracts
(16
)
16
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts
3
2
(3
)
Change in unrealized appreciation from merger accounting
(717
)
Accretion of discount
(15
)
(21
)
(7
)
Amortization of deferred financing costs and discount
12
6
6
Unrealized (gain)/loss on borrowings in foreign currency
10
19
(3
)
(Increase) decrease in receivable for investments sold and repaid
484
(513
)
(141
)
(Increase) decrease in income receivable
10
(22
)
(29
)
(Increase) decrease in deferred merger costs
(1
)
(Increase) decrease in prepaid expenses and other assets
(1
)
(2
)
1
Increase (decrease) in payable for investments purchased
(15
)
9
4
Increase (decrease) in management fees payable
(5
)
10
5
Increase (decrease) in subordinated income incentive fees payable
(14
)
1
Increase (decrease) in administrative services expense payable
(1
)
2
1
Increase (decrease) in interest payable
2
(5
)
5
Increase (decrease) in other accrued expenses and liabilities
5
(8
)
11
Other liabilities acquired from merger net of other assets
(146
)
Merger costs capitalized into purchase price
(7
)
Net cash provided by (used in) operating activities
675
(256
)
280
Cash flows from financing activities
Cash purchased in merger
197
Reinvestment of stockholder distributions
Repurchases of common stock
(47
)
(153
)
(50
)
Stockholder distributions
(340
)
(342
)
(207
)
Borrowings under credit facilities (2)
3,379
3,749
482
Borrowings under unsecured notes (2)
1,045
Repayments of credit facilities (2)
(3,542
)
(3,210
)
(732
)
Repayments under unsecured notes (2)
(805
)
Deferred financing costs and discount paid
(40
)
(26
)
(5
)
Net cash provided by (used in) financing activities
(590
)
258
(315
)
Total increase (decrease) in cash
85
2
(35
)
Cash and foreign currency at beginning of year
106
104
139
Cash and foreign currency at end of year
$
191
$
106
$
104
Supplemental disclosure
Non-cash purchases of investments
$
(238
)
$
(138
)
$
Non-cash sales of investments
$
238
$
138
$
Local and excise taxes paid
$
7
$
9
$
6
(1)
For the year ended December 31, 2018, excludes $4,428 of cost of investments acquired from the 2018 Merger.
(2)
For the year ended December 31, 2018, excludes $1,928 of debt assumed from the 2018 Merger. See Note 9 for a discussion of the
Companys financing arrangements. During the years ended December 31, 2020, 2019 and 2018, the Company paid $156, $171 and $82, respectively, in interest expense on the credit facilities and unsecured notes.
Supplemental disclosure of non-cash operating and financing activities:
In connection with the 2018 Merger, the Company issued common stock of $1,574 and acquired investments at fair value of $4,168 ($4,428 at cost) and other
assets of $64 and assumed debt of $1,928 and other liabilities of $210 during the year ended December 31, 2018.
See
notes to consolidated financial statements.
80
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments
As of December 31, 2020
(in millions, except share amounts)
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Principal
Amount (c)
Amortized
Cost
Fair
Value (d)
Senior Secured LoansFirst Lien111.4%
5 Arch Income Fund 2 LLC
(l)(n)(q)(w)
Diversified Financials
9.0%
11/18/23
$
28.8
$
28.8
$
25.5
5 Arch Income Fund 2 LLC
(l)(n)(q)(v)(w)
Diversified Financials
9.0%
11/18/23
4.5
4.5
4.0
A10 Capital LLC
(g)(h)
Diversified Financials
L+650
1.0
%
5/1/23
12.8
12.7
12.6
A10 Capital LLC
(v)
Diversified Financials
L+650
1.0
%
5/1/23
14.1
14.1
14.0
Abaco Systems, Inc
(g)(h)(i)
Capital Goods
L+600
1.0
%
12/7/21
60.6
60.0
60.6
ABB CONCISE Optical Group LLC
(g)(x)
Retailing
L+500
1.0
%
6/15/23
0.7
0.7
0.7
Accuride Corp
(g)(h)(i)(x)
Capital Goods
L+525
1.0
%
11/17/23
17.7
17.6
16.1
Acproducts Inc
(g)(h)(x)
Consumer Durables & Apparel
L+650
1.0
%
8/18/25
41.8
39.7
43.1
Advanced Lighting Technologies Inc
(g)(n)(w)(z)
Materials
L+750
1.0
%
10/4/22
19.8
16.4
12.0
All Systems Holding LLC
(f)(g)(h)
Commercial & Professional Services
L+625
1.0
%
10/31/23
112.2
112.3
112.6
All Systems Holding LLC
(v)
Commercial & Professional Services
L+625
1.0
%
10/31/23
7.2
7.2
7.2
American Tire Distributors Inc
(g)(x)
Automobiles & Components
L+750, 0.0% PIK (1.5% Max PIK)
1.0
%
9/2/24
23.0
21.7
22.0
Amtek Global Technology Pte Ltd
(j)(l)(z)
Automobiles & Components
E+500
0.0
%
4/4/24
54.4
66.3
59.7
Apex Group Limited
(g)(l)
Diversified Financials
L+700
1.3
%
6/15/23
$
0.6
0.6
0.6
Apex Group Limited
(l)(v)
Diversified Financials
L+700
1.3
%
6/15/23
1.3
1.2
1.3
Apex Group Limited
(g)(h)(l)
Diversified Financials
L+700
1.3
%
6/16/25
18.6
18.3
18.7
Apex Group Limited
(g)(l)
Diversified Financials
L+700
1.5
%
6/16/25
£
31.3
39.7
43.2
Ardonagh Group Ltd
(g)(l)
Insurance
L+750, 0.0% PIK (2.3% Max PIK)
0.8
%
7/14/26
0.1
0.2
0.2
Ardonagh Group Ltd
(l)(v)
Insurance
L+750, 0.0% PIK (2.3% Max PIK)
0.8
%
7/14/26
0.7
0.8
0.9
Aspect Software Inc
(g)
Software & Services
8.0% PIK (8.0% Max PIK)
1/15/21
$
0.0
0.0
0.0
Aspect Software Inc
(v)
Software & Services
L+500
1.0
%
7/15/23
0.7
0.7
0.7
Berner Food & Beverage LLC
(g)(h)(i)
Food & Staples Retailing
L+875
1.0
%
3/16/22
87.6
87.3
91.6
Borden (New Dairy Opco)
(g)(y)
Food, Beverage & Tobacco
L+250
1.0
%
7/20/25
7.6
7.6
7.6
Borden (New Dairy Opco)
(g)(y)
Food, Beverage & Tobacco
L+700, 0.0% PIK (1.0% Max PIK)
1.0
%
7/20/25
16.8
16.8
16.8
Borden Dairy Co
(g)(n)(w)(y)
Food, Beverage & Tobacco
L+825
1.0
%
7/6/23
26.0
24.1
Charles Taylor PLC
(g)(l)
Diversified Financials
L+575
0.0
%
1/24/27
£
33.6
42.9
43.3
CSafe Global
(g)
Capital Goods
L+625
1.0
%
12/23/27
$
0.1
0.1
0.1
CSafe Global
(v)
Capital Goods
L+625
1.0
%
12/23/27
1.5
1.5
1.5
CSafe Global
(g)(h)
Capital Goods
L+625
1.0
%
12/23/27
16.0
15.9
15.9
CSM Bakery Products
(g)(x)
Food, Beverage & Tobacco
L+625
1.0
%
1/4/22
1.1
1.1
1.1
CTI Foods Holding Co LLC
(g)
Food, Beverage & Tobacco
L+577, 3.0% PIK (3.0% Max PIK)
1.0
%
5/3/24
3.0
3.0
2.5
Distribution International Inc
(g)(h)(x)
Retailing
L+575
1.0
%
12/15/23
27.6
25.2
25.3
Eagle Family Foods Inc
(v)
Food, Beverage & Tobacco
L+650
1.0
%
6/14/23
7.1
7.1
7.1
Eagle Family Foods Inc
(g)(h)(i)
Food, Beverage & Tobacco
L+650
1.0%
6/14/24
45.6
45.3
45.6
Empire Today LLC
(g)(h)
Retailing
L+650
1.0%
11/17/22
75.6
75.6
76.4
Entertainment Benefits Group LLC
(g)
Media & Entertainment
L+575, 2.5% PIK (2.5% Max PIK)
1.0%
9/30/24
4.3
4.3
3.6
Entertainment Benefits Group LLC
(v)
Media & Entertainment
L+575, 2.5% PIK (2.5% Max PIK)
1.0%
9/30/24
0.5
0.5
0.4
Entertainment Benefits Group LLC
(g)(h)
Media & Entertainment
L+575, 2.5% PIK (2.5% Max PIK)
1.0%
9/30/25
30.1
29.8
25.3
FloWorks International LLC
(g)(h)
Capital Goods
L+600
1.0%
10/14/26
17.2
17.0
17.0
FloWorks International LLC
(g)
Capital Goods
L+600
1.0%
10/14/26
6.4
6.4
6.4
FloWorks International LLC
(v)
Capital Goods
L+600
1.0%
10/14/26
6.4
6.4
6.4
Frontline Technologies Group LLC
(g)
Software & Services
L+525
1.0%
9/18/23
22.3
22.3
22.3
See
notes to consolidated financial statements.
81
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2020
(in millions, except share amounts)
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Principal
Amount (c)
Amortized
Cost
Fair
Value (d)
Frontline Technologies Group LLC
(g)(h)(i)
Software & Services
L+575
1.0%
9/18/23
$
51.9
$
51.6
$
52.0
Greystone & Co Inc
(g)(h)
Diversified Financials
L+800
1.0%
4/17/24
36.8
36.6
37.2
Greystone Equity Member Corp
(g)(l)
Diversified Financials
L+725
3.8%
4/1/26
60.8
60.8
60.3
Heniff Transportation Systems LLC
(g)
Transportation
L+575
1.0%
12/3/24
3.4
3.4
3.4
Heniff Transportation Systems LLC
(v)
Transportation
L+575
1.0%
12/3/24
4.8
4.8
4.7
Heniff Transportation Systems LLC
(g)(h)(i)
Transportation
L+575
1.0%
12/3/26
64.4
64.1
64.0
HM Dunn Co Inc
(g)(n)(w)(y)
Capital Goods
L+875 PIK (L+875 Max PIK)
1.0%
12/31/21
0.9
0.6
0.3
HM Dunn Co Inc
(g)(y)
Capital Goods
15.0% PIK (15.0% Max PIK)
12/31/21
0.3
0.3
0.2
Hudson Technologies Co
(g)(l)
Commercial & Professional Services
L+1,025
1.0%
10/10/23
32.4
32.2
26.8
ID Verde
(g)(l)
Commercial & Professional Services
E+500, 2.3% PIK (2.3% Max PIK)
0.0%
3/29/24
30.3
33.3
37.1
ID Verde
(g)(l)
Commercial & Professional Services
L+525, 2.3% PIK (2.3% Max PIK)
0.0%
3/29/24
£
4.3
5.1
5.9
Individual FoodService
(g)
Capital Goods
L+625
1.0%
11/22/24
$
0.1
0.1
0.1
Individual FoodService
(v)
Capital Goods
L+625
1.0%
11/22/24
0.4
0.4
0.4
Individual FoodService
(g)
Capital Goods
L+625
1.0%
11/22/25
6.8
6.8
6.8
Individual FoodService
(v)
Capital Goods
L+625
1.0%
11/22/25
0.5
0.5
0.5
Industria Chimica Emiliana Srl
(g)(l)
Pharmaceuticals, Biotechnology & Life Sciences
E+725
0.0%
6/30/26
19.3
20.7
23.9
Industria Chimica Emiliana Srl
(g)(l)
Pharmaceuticals, Biotechnology & Life Sciences
E+725
0.0%
9/27/26
8.1
9.3
10.1
Industry City TI Lessor LP
(g)
Consumer Services
10.8%, 1.0% PIK (1.0% Max PIK)
6/30/26
$
24.1
24.1
26.4
J S Held LLC
(g)(h)
Insurance
L+600
1.0%
7/1/25
65.5
65.1
66.1
J S Held LLC
(v)
Insurance
L+600
1.0%
7/1/25
1.4
1.4
1.4
J S Held LLC
(g)
Insurance
L+600
1.0%
7/1/25
1.1
1.1
1.1
J S Held LLC
(v)
Insurance
L+600
1.0%
7/1/25
5.1
5.1
5.1
Jarrow Formulas Inc
(g)(i)
Household & Personal Products
L+625
1.0%
11/30/26
57.3
56.6
56.6
Jo-Ann Stores Inc
(g)(h)(x)
Retailing
L+500
1.0%
10/20/23
8.7
8.7
8.5
Kellermeyer Bergensons Services LLC
(g)(h)(i)
Commercial & Professional Services
L+650
1.0%
11/7/26
117.7
117.0
118.9
Kellermeyer Bergensons Services LLC
(v)
Commercial & Professional Services
L+650
1.0%
11/7/26
28.3
28.3
28.6
Kodiak BP LLC
(h)
Capital Goods
L+725
1.0%
12/1/24
10.2
10.2
10.3
Kodiak BP LLC
(g)(h)
Capital Goods
L+725
1.0%
12/1/24
125.0
124.8
126.2
Koosharem LLC
(g)(x)
Commercial & Professional Services
L+450
1.0%
4/18/25
0.0
0.0
0.0
Lexitas Inc
(g)(h)(i)
Commercial & Professional Services
L+600
1.0%
11/14/25
34.7
34.4
34.6
Lexitas Inc
(v)
Commercial & Professional Services
L+600
1.0%
11/14/25
4.3
4.2
4.3
Lexitas Inc
(v)
Commercial & Professional Services
L+600
1.0%
11/14/25
2.5
2.5
2.5
Lipari Foods LLC
(g)(h)(i)
Food & Staples Retailing
L+588
1.0%
1/6/25
84.4
83.8
85.0
Lipari Foods LLC
(g)
Food & Staples Retailing
L+588
1.0%
1/6/25
19.2
19.2
19.3
Matchesfashion Ltd
(g)(h)(l)
Consumer Durables & Apparel
L+463, 1.0% PIK (1.0% Max PIK)
0.0%
10/11/24
12.7
12.1
9.8
Miami Beach Medical Group LLC
(v)
Health Care Equipment & Services
L+650
1.0%
12/14/26
1.4
1.4
1.4
Miami Beach Medical Group LLC
(g)
Health Care Equipment & Services
L+650
1.0%
12/14/26
7.8
7.8
7.8
Micronics Filtration Holdings Inc
(g)(n)(w)(y)
Capital Goods
7.5% PIK (7.5% Max PIK)
3/29/24
47.6
45.0
35.5
Motion Recruitment Partners LLC
(g)(h)
Commercial & Professional Services
L+650
1.0%
12/19/25
37.5
37.2
33.7
Motion Recruitment Partners LLC
(v)
Commercial & Professional Services
L+650
1.0%
12/19/25
29.8
29.8
29.8
NBG Home
(g)(h)(i)
Consumer Durables & Apparel
L+550
1.0%
4/26/24
69.3
69.0
55.4
NCI Inc
(g)(h)(i)
Software & Services
L+500, 2.5% PIK (2.5% Max PIK)
1.0%
8/15/24
83.5
82.9
59.0
See
notes to consolidated financial statements.
82
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2020
(in millions, except share amounts)
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Principal
Amount (c)
Amortized
Cost
Fair
Value (d)
Omnimax International Inc
(g)(h)
Capital Goods
L+725
1.0%
10/8/26
$
44.7
$
44.0
$
44.0
Omnimax International Inc
(v)
Capital Goods
L+725
1.0%
10/8/26
7.7
7.7
7.7
One Call Care Management Inc
(g)(x)(y)
Health Care Equipment & Services
L+525
1.0%
11/27/22
4.9
4.3
4.7
P2 Energy Solutions Inc.
(g)
Software & Services
L+675
1.0%
1/31/25
2.3
2.3
2.2
P2 Energy Solutions Inc.
(v)
Software & Services
L+675
1.0%
1/31/25
4.7
4.7
4.5
P2 Energy Solutions Inc.
(g)(h)(i)
Software & Services
L+675
1.0%
2/2/26
116.5
115.2
111.0
Petroplex Acidizing Inc
(g)(n)(w)(y)
Energy
L+900 PIK (L+900 Max PIK)
1.0%
12/30/21
24.6
22.2
4.5
Polyconcept North America Inc
(g)(x)
Household & Personal Products
L+450 PIK (L+450 Max PIK)
1.0%
8/16/23
21.5
21.2
20.4
Premium Credit Ltd
(g)(l)
Diversified Financials
L+650
0.0%
1/16/26
£
40.0
51.2
53.9
Project Marron
(g)(l)
Consumer Services
B+575
0.0%
7/3/25
A$
1.5
1.0
1.0
PSKW LLC
(g)
Health Care Equipment & Services
L+625
1.0%
3/9/26
$
137.3
135.7
137.6
Qdoba Restaurant Corp
(g)(h)(x)
Consumer Services
L+700
1.0%
3/21/25
11.1
10.9
10.4
Reliant Rehab Hospital Cincinnati LLC
(g)(h)(i)
Health Care Equipment & Services
L+675
0.0%
9/2/24
64.8
64.5
62.4
Revere Superior Holdings Inc
(g)(h)
Software & Services
L+575
1.0%
9/30/26
12.9
12.9
13.0
Revere Superior Holdings Inc
(v)
Software & Services
L+575
1.0%
9/30/26
1.0
1.0
1.0
Roadrunner Intermediate Acquisition Co LLC
(h)
Health Care Equipment & Services
L+675
1.0%
3/15/23
10.7
10.7
10.7
RSC Insurance Brokerage Inc
(v)
Insurance
L+550
1.0%
9/30/26
3.2
3.1
3.2
RSC Insurance Brokerage Inc
(g)(h)(i)
Insurance
L+550
1.0%
10/30/26
98.4
97.8
98.3
RSC Insurance Brokerage Inc
(v)
Insurance
L+550
1.0%
10/30/26
6.3
6.3
6.3
Safe-Guard Products International LLC
(g)(i)
Diversified Financials
L+575
0.0%
1/27/27
40.0
39.6
39.9
Savers Inc
(g)(h)
Retailing
L+800, 0.8% PIK (0.8% Max PIK)
1.5%
3/28/24
44.9
44.6
44.4
Savers Inc
(g)(l)
Retailing
C+850, 0.8% PIK (0.8% Max PIK)
1.5%
3/28/24
C$
62.4
46.1
49.2
Sequa Corp
(h)(x)
Capital Goods
L+675, 0.0% PIK (1.0% Max PIK)
1.0%
11/28/23
$
11.4
10.8
11.4
Sequel Youth & Family Services LLC
(g)
Health Care Equipment & Services
L+700
1.0%
9/1/23
13.7
13.7
9.2
Sequel Youth & Family Services LLC
(g)(h)
Health Care Equipment & Services
L+800
1.0%
9/1/23
80.0
80.0
53.7
Sequential Brands Group Inc.
(g)(h)
Consumer Durables & Apparel
L+875
0.0%
2/7/24
59.0
57.8
50.9
Sorenson Communications LLC
(h)(x)
Telecommunication Services
L+650
0.0%
4/29/24
10.1
9.9
10.1
Sound United LLC
(g)(h)(z)
Consumer Durables & Apparel
L+700
1.0%
12/31/23
15.0
15.0
14.9
Sungard Availability Services Capital Inc
(g)
Software & Services
L+375, 3.8% PIK (3.8% Max PIK)
1.0%
7/1/24
0.6
0.7
0.7
Sungard Availability Services Capital Inc
(v)
Software & Services
L+375, 3.8% PIK (3.8% Max PIK)
1.0%
7/1/24
0.3
0.4
0.4
Sweeping Corp of America Inc
(g)
Commercial & Professional Services
L+575
1.0%
11/30/26
10.7
10.6
10.6
Sweeping Corp of America Inc
(v)
Commercial & Professional Services
L+575
1.0%
11/30/26
3.4
3.4
3.4
Sweeping Corp of America Inc
(v)
Commercial & Professional Services
L+575
1.0%
11/30/26
1.7
1.7
1.7
Sweet Harvest Foods Management Co
(g)(i)
Food & Staples Retailing
L+775, 1.0% PIK (1.0% Max PIK)
1.0%
6/23/23
24.4
24.3
24.4
Sweet Harvest Foods Management Co
(v)
Food & Staples Retailing
L+775, 1.0% PIK (1.0% Max PIK)
1.0%
6/23/23
0.8
0.8
0.8
Tangoe LLC
(g)(h)(i)
Software & Services
L+650
1.0%
11/28/25
89.2
88.5
82.5
ThermaSys Corp
(g)(y)
Capital Goods
L+1,100 PIK (L+1,100 Max PIK)
1.0%
1/1/24
7.5
7.9
3.9
ThreeSixty Group
(g)(h)(i)
Retailing
L+375, 3.8% PIK (3.8% Max PIK)
1.5%
3/1/23
51.6
51.3
46.6
ThreeSixty Group
(g)(h)(i)
Retailing
L+375, 3.8% PIK (3.8% Max PIK)
1.5%
3/1/23
51.3
50.9
46.3
Torrid Inc
(g)(h)
Retailing
L+675
1.0%
12/16/24
26.3
26.0
26.3
Trace3 Inc
(g)(h)
Software & Services
L+675
1.0%
8/3/24
89.0
89.0
89.0
Transaction Services Group Ltd
(g)(l)
Software & Services
B+600
0.0%
10/15/26
A$
7.6
5.0
5.5
See
notes to consolidated financial statements.
83
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2020
(in millions, except share amounts)
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Principal
Amount (c)
Amortized
Cost
Fair
Value (d)
Transaction Services Group Ltd
(g)(h)(l)
Software & Services
L+600
0.0%
10/15/26
$
15.9
$
15.9
$
14.8
Transaction Services Group Ltd
(g)(l)
Software & Services
L+600
0.0%
10/15/26
£
6.1
7.8
7.8
Truck-Lite Co LLC
(g)
Capital Goods
L+625
1.0%
12/13/24
$
9.3
9.2
9.0
Truck-Lite Co LLC
(v)
Capital Goods
L+625
1.0%
12/13/24
2.5
2.5
2.5
Truck-Lite Co LLC
(g)(h)(i)
Capital Goods
L+625
1.0%
12/13/26
125.4
124.1
121.8
Utility One Source LP
(h)(x)
Capital Goods
L+425
0.0%
4/18/25
0.0
0.0
0.0
Virgin Pulse Inc
(g)(h)(i)
Software & Services
L+650
1.0%
5/22/25
115.6
114.9
115.6
Warren Resources Inc
(g)(h)
Energy
L+900, 1.0% PIK (1.0% Max PIK)
1.0%
5/21/21
0.7
0.7
0.7
Wheels Up Partners LLC
(g)
Transportation
L+855
1.0%
10/15/21
4.3
4.3
4.3
Wheels Up Partners LLC
(g)
Transportation
L+855
1.0%
7/15/22
4.6
4.6
4.6
Wheels Up Partners LLC
(g)
Transportation
L+710
1.0%
6/30/24
16.9
16.9
17.1
Wheels Up Partners LLC
(g)
Transportation
L+710
1.0%
11/1/24
7.0
7.0
7.1
Wheels Up Partners LLC
(g)
Transportation
L+710
1.0%
12/21/24
14.9
14.9
15.1
Wheels Up Partners LLC
(g)
Transportation
L+710
1.0%
12/21/24
11.7
11.6
11.8
Zeta Interactive Holdings Corp
(g)(h)
Software & Services
L+750
1.0%
7/29/22
15.8
15.8
15.8
Total Senior Secured LoansFirst Lien
3,750.9
3,603.5
Unfunded Loan Commitments
(154.0
)
(154.0
)
Net Senior Secured LoansFirst Lien
3,596.9
3,449.5
Senior Secured LoansSecond Lien28.4%
Abaco Systems, Inc
(g)
Capital Goods
L+1,050
1.0%
6/7/22
63.4
63.0
63.4
Amtek Global Technology Pte Ltd
(g)(j)(l)(n)(w)(z)
Automobiles & Components
E+500 PIK (E+500 Max PIK)
0.0%
4/4/24
44.9
51.3
0.1
athenahealth Inc
(g)
Health Care Equipment & Services
L+850
0.0%
2/11/27
$
112.9
112.0
114.0
Belk Inc
(g)(n)(w)
Retailing
10.5%
6/12/23
19.5
14.0
2.7
Belk Inc
(g)(n)(w)
Retailing
10.5%
10/29/25
99.6
90.5
13.9
Byrider Finance LLC
(f)(g)
Automobiles & Components
L+1,000, 0.5% PIK (0.5% Max PIK)
1.3%
6/7/22
18.0
18.0
17.9
Culligan International Co
(g)(h)
Household & Personal Products
L+850
1.0%
12/13/24
85.0
84.4
85.0
Datatel Inc
(g)
Software & Services
L+800
1.0%
10/9/28
53.7
53.0
53.0
Gruden Acquisition Inc
(g)(x)
Transportation
L+850
1.0%
8/18/23
10.0
9.8
9.2
MedAssets Inc
(g)
Health Care Equipment & Services
L+975
1.0%
4/20/23
63.0
62.2
62.6
NBG Home
(g)(n)(w)
Consumer Durables & Apparel
L+1,275 PIK (L+1,275 Max PIK)
1.0%
9/30/24
27.6
24.7
17.0
NEP Broadcasting LLC
(g)(x)
Media & Entertainment
L+700
0.0%
10/19/26
1.0
1.0
0.9
OEConnection LLC
(g)
Software & Services
L+825
0.0%
9/25/27
34.1
33.7
33.8
Paradigm Acquisition Corp
(g)(x)
Health Care Equipment & Services
L+750
0.0%
10/26/26
1.9
1.9
1.7
Peak 10 Holding Corp
(g)(n)(w)(x)
Telecommunication Services
L+725
0.0%
8/1/25
0.2
0.2
0.1
Petrochoice Holdings Inc
(g)
Capital Goods
L+875
1.0%
8/21/23
65.0
64.1
54.9
Polyconcept North America Inc
(g)
Household & Personal Products
11.0% PIK (11.0% Max PIK)
2/16/24
8.7
8.6
7.5
Pretium Packaging LLC
(g)
Household & Personal Products
L+825
0.8%
11/6/28
18.6
18.3
18.3
Pure Fishing Inc
(g)
Consumer Durables & Apparel
L+838
1.0%
12/31/26
81.1
80.4
76.0
Rise Baking Company
(g)(h)
Food, Beverage & Tobacco
L+800
1.0%
8/9/26
31.1
30.9
29.1
Sequa Corp
(h)(x)
Capital Goods
L+1,075, 0.0% PIK (6.8% Max PIK)
1.0%
4/28/24
3.6
3.5
3.1
See
notes to consolidated financial statements.
84
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2020
(in millions, except share amounts)
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Principal
Amount (c)
Amortized
Cost
Fair
Value (d)
Sorenson Communications LLC
(f)(h)
Telecommunication Services
L+1,150 PIK (L+1,150 Max PIK)
4/30/25
$
18.4
$
18.0
$
18.4
Sound United LLC
(g)(z)
Consumer Durables & Apparel
13.5% PIK (13.5% Max PIK)
6/30/24
21.8
20.9
20.9
Sparta Systems Inc
(g)
Software & Services
L+825
1.0%
8/21/25
35.1
34.7
34.9
Sungard Availability Services Capital Inc
(g)
Software & Services
L+400, 2.8% PIK (2.8 % Max PIK)
1.0%
8/1/24
1.9
1.9
1.9
Vestcom International Inc
(g)(h)
Consumer Services
L+825
1.0%
12/19/24
70.5
70.1
70.5
WireCo WorldGroup Inc
(h)(x)
Capital Goods
L+900
1.0%
9/30/24
3.4
3.4
2.8
Wittur Holding GmbH
(g)(l)
Capital Goods
E+850, 0.5% PIK (0.5% Max PIK)
0.0%
9/23/27
56.7
60.6
66.3
Total Senior Secured LoansSecond Lien
1,035.1
879.9
Other Senior Secured Debt2.8%
Advanced Lighting Technologies Inc
(g)(n)(w)(z)
Materials
L+1,700 PIK (L+1,700 Max PIK)
1.0%
10/4/23
$
38.3
23.6
Angelica Corp
(n)(t)(w)
Health Care Equipment & Services
10.0% PIK (10.0% Max PIK)
12/30/22
48.4
42.3
23.9
Black Swan Energy Ltd
(g)(l)
Energy
9.0%
1/20/24
6.0
6.0
5.9
JW Aluminum Co
(g)(x)(y)
Materials
10.3%
6/1/26
39.3
39.4
41.8
Lycra
(g)(l)(x)
Consumer Durables & Apparel
7.5%
5/1/25
5.4
5.4
4.8
TruckPro LLC
(g)(x)
Capital Goods
11.0%
10/15/24
2.8
2.6
3.0
Velvet Energy Ltd
(g)(l)
Energy
9.0%
10/5/23
7.5
7.5
6.2
Total Other Senior Secured Debt
126.8
85.6
Subordinated Debt5.5%
All Systems Holding LLC
(g)
Commercial & Professional Services
10.0% PIK (10.0% Max PIK)
10/31/22
0.0
0.0
0.0
Ardonagh Group Ltd
(g)(l)(x)
Insurance
11.5%
1/15/27
0.8
0.8
0.8
athenahealth Inc
(g)
Health Care Equipment & Services
L+1,113 PIK (L+1,113 Max PIK)
2/11/27
71.2
71.2
71.5
ClubCorp Club Operations Inc
(g)(x)
Consumer Services
8.5
9/15/25
19.0
18.8
17.8
Cornerstone (Ply Gem Holdings Inc)
(g)(x)
Capital Goods
8.0%
4/15/26
0.2
0.2
0.2
Craftworks Rest & Breweries Group Inc
(g)(n)(w)
Consumer Services
14.0% PIK (14.0% Max PIK)
11/1/24
7.3
7.2
Hilding Anders
(g)(l)(n)(z)
Consumer Durables & Apparel
110.5
Hilding Anders
(g)(l)(n)(z)
Consumer Durables & Apparel
24.8
26.9
30.3
Hilding Anders
(g)(l)(n)(w)(z)
Consumer Durables & Apparel
13.0% PIK (13.0% Max PIK)
6/30/21
118.2
99.4
32.4
Legends Hospitality LLC
(g)
Consumer Services
L+1,000 PIK (L+1,000 Max PIK)
1.0%
5/6/26
$
18.2
17.9
17.9
Total Subordinated Debt
242.4
170.9
Unfunded Debt Commitments
Net Subordinated Debt
242.4
170.9
Portfolio
Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Principal
Amount (c) /
Shares
Amortized
Cost
Fair
Value (d)
Asset Based Finance30.8%
801 5th Ave, Seattle, Private Equity
(g)(l)(n)(z)
Real Estate
4,529,676
$
4.5
$
10.3
801 5th Ave, Seattle, Structure Mezzanine
(g)(l)(z)
Real Estate
8.0%, 3.0% PIK (3.0% Max PIK)
12/19/29
$
29.4
29.4
29.4
Abacus JV, Private Equity
(g)(l)
Insurance
29,115,242
29.1
31.0
See
notes to consolidated financial statements.
85
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2020
(in millions, except share amounts)
Portfolio
Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Principal
Amount (c) /
Shares
Amortized
Cost
Fair
Value (d)
Accelerator Investments Aggregator LP, Private Equity
(g)(l)(n)
Diversified Financials
4,285,347
$
5.0
$
3.8
Altavair AirFinance, Private Equity
(g)(l)
Capital Goods
46,599,209
46.6
46.6
AMPLIT JV LP, Limited Partnership Interest
(g)(l)(n)
Diversified Financials
N/A
3.8
Australis Maritime, Common Stock
(g)(l)
Transportation
19,792,141
19.8
19.6
Avida Holding AB, Common Stock
(g)(l)(n)(z)
Diversified Financials
328,271,754
35.5
38.3
Bank of Ireland, Class B Credit Linked Floating Rate Note
(j)(l)
Banks
L+1,185
12/4/27
14.7
14.7
14.5
Byrider Finance LLC, Structured Mezzanine
(g)
Automobiles & Components
L+1,050
0.3%
6/3/28
2.1
2.1
2.1
Byrider Finance LLC, Structured Mezzanine
(v)
Automobiles & Components
L+1,050
0.3%
6/3/28
5.5
5.5
5.5
Byrider Finance LLC, Sub Note
(g)(l)
Automobiles & Components
8.7%
2/17/25
2.1
2.0
2.2
Callodine Commercial Finance LLC, 2L Term
Loan A
(g)
Diversified Financials
L+900
1.0%
11/3/25
37.5
37.5
37.5
Callodine Commercial Finance LLC, 2L Term
Loan B
(v)
Diversified Financials
L+900
1.0%
11/3/25
12.1
12.1
12.1
Capital Automotive LP, Private Equity
(g)(l)(n)
Real Estate
10,001,344
10.0
10.0
Capital Automotive LP, Structured Mezzanine
(g)(l)
Real Estate
11.0% PIK (11.0% Max PIK)
12/22/28
20.0
20.0
20.0
Global Jet Capital LLC, Preferred Stock
(f)(g)(n)
Commercial & Professional Services
69,429,554
69.4
Global Jet Capital LLC, Structured Mezzanine
(g)
Commercial & Professional Services
15.0% PIK (15.0% Max PIK)
1/30/25
1.3
1.2
1.2
Global Jet Capital LLC, Structured Mezzanine
(g)
Commercial & Professional Services
15.0% PIK (15.0% Max PIK)
4/30/25
8.5
7.5
7.4
Global Jet Capital LLC, Structured Mezzanine
(g)
Commercial & Professional Services
15.0% PIK (15.0% Max PIK)
9/3/25
1.7
1.5
1.5
Global Jet Capital LLC, Structured Mezzanine
(g)
Commercial & Professional Services
15.0% PIK (15.0% Max PIK)
9/29/25
1.6
1.5
1.4
Global Jet Capital LLC, Structured Mezzanine
(f)(g)
Commercial & Professional Services
15.0% PIK (15.0% Max PIK)
12/4/25
99.2
87.9
87.5
Global Jet Capital LLC, Structured Mezzanine
(f)(g)(l)
Commercial & Professional Services
15.0% PIK (15.0% Max PIK)
12/4/25
22.1
19.6
19.5
Global Jet Capital LLC, Structured Mezzanine
(f)(g)
Commercial & Professional Services
15.0% PIK (15.0% Max PIK)
12/9/25
2.3
2.0
2.0
Global Jet Capital LLC, Structured Mezzanine
(f)(g)(l)
Commercial & Professional Services
15.0% PIK (15.0% Max PIK)
12/9/25
17.6
15.6
15.5
Global Jet Capital LLC, Structured Mezzanine
(f)
Commercial & Professional Services
15.0% PIK (15.0% Max PIK)
1/29/26
8.5
7.5
7.5
Global Jet Capital LLC, Structured Mezzanine
(f)(l)
Commercial & Professional Services
15.0% PIK (15.0% Max PIK)
1/29/26
1.9
1.7
1.7
Global Jet Capital LLC, Structured Mezzanine
(g)
Commercial & Professional Services
15.0% PIK (15.0% Max PIK)
4/14/26
21.2
18.8
18.7
Global Jet Capital LLC, Structured Mezzanine
(g)
Commercial & Professional Services
15.0% PIK (15.0% Max PIK)
12/2/26
20.9
18.5
18.4
Global Lending Services LLC, Private Equity
(g)(l)
Diversified Financials
5,092,915
5.1
5.7
Global Lending Services LLC, Private Equity
(g)(l)
Diversified Financials
1,836,896
1.8
1.9
Home Partners JV, Common Stock
(g)(l)(n)(y)
Real Estate
16,886,437
16.9
21.5
Home Partners JV, Private Equity
(g)(l)(n)(x)(y)
Real Estate
585,960
0.6
0.0
Home Partners JV, Structured Mezzanine
(g)(l)(y)
Real Estate
11.0% PIK (11.0% Max PIK)
3/25/29
38.5
38.5
38.5
Home Partners JV, Structured Mezzanine
(l)(v)(y)
Real Estate
11.0% PIK (11.0% Max PIK)
3/25/29
9.7
9.7
9.7
Kilter Finance, Preferred Stock
(g)(l)(z)
Insurance
6.0%, 6.0% PIK (6.0% Max PIK)
228,173
0.2
0.2
Kilter Finance, Private Equity
(g)(l)(n)(z)
Insurance
247,441
0.2
0.2
KKR Central Park Leasing Aggregator L.P., Partnership Interest
(g)(l)
Capital Goods
16.0%
5/31/23
N/A
39.1
38.8
KKR Zeno Aggregator LP (K2 Aviation), Partnership Interest
(g)(l)
Capital Goods
18,232,157
18.2
20.2
See
notes to consolidated financial statements.
86
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2020
(in millions, except share amounts)
Portfolio Company(a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Principal
Amount (c) /
Shares
Amortized
Cost
Fair
Value (d)
Lenovo Group Ltd, Structured Mezzanine
(g)(l)
Technology Hardware & Equipment
8.0%
6/22/22
7.4
$
8.4
$
9.0
Lenovo Group Ltd, Structured Mezzanine
(g)(l)
Technology Hardware & Equipment
12.0%
6/22/22
$
4.7
5.3
5.7
Opendoor Labs Inc, 2L Term Loan
(g)(l)
Real Estate
10.0
1/23/26
$
23.6
23.6
23.6
Opendoor Labs Inc, 2L Term Loan
(l)(v)
Real Estate
10.0
1/23/26
$
47.1
47.1
47.1
Orchard Marine Limited, Class B Common Stock
(g)(l)(n)(y)
Transportation
1,964
3.1
Orchard Marine Limited, Series A Preferred Stock
(g)(l)(n)(y)
Transportation
62,976
62.0
24.6
Prime ST LLC, Private Equity
(g)(l)(n)(z)
Real Estate
3,058,733
3.1
3.9
Prime ST LLC, Structured Mezzanine
(g)(l)(z)
Real Estate
5.0%, 6.0% PIK (6.0% Max PIK)
3/12/30
$
22.8
22.8
22.8
Rampart CLO 2007 1A Class Subord.
(g)(l)(n)
Diversified Financials
10/25/21
$
10.0
Sofi Lending Corp, Purchase Facility
(g)(l)
Diversified Financials
32,231,687
32.2
32.6
Star Mountain Diversified Credit Income Fund III, LP, Private Equity
(l)(p)
Diversified Financials
12,500,000
12.5
12.1
Toorak Capital Funding LLC, Membership Interest
(g)(l)(z)
Real Estate
N/A
5.5
6.6
Toorak Capital Partners LLC, Private Equity
(g)(z)
Real Estate
N/A
195.8
235.9
Wind River CLO Ltd. 2012 1A Class Subord. B
(g)(l)(n)
Diversified Financials
1/15/26
$
42.5
17.5
Total Asset Based Finance
1,099.5
1,025.8
Unfunded Asset Based Finance Commitments
(74.4
)
(74.4
)
Net Asset Based Finance
1,025.1
951.4
Strategic Credit Opportunities, LLC23.0%
Strategic Credit Opportunities Partners, LLC
(g)(l)(z)
Diversified Financials
$
810.3
810.3
712.5
Total Strategic Credit Opportunities Partners
810.3
712.5
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Number
of
Shares
Amortized
Cost
Fair
Value (d)
Equity/Other17.1% (m)
Advanced Lighting Technologies Inc, Common Stock
(g)(n)(z)
Materials
587,637
$
16.5
$
Advanced Lighting Technologies Inc, Warrant
(g)(n)(z)
Materials
10/4/27
9,262
0.1
Alion Science & Technology Corp, Class A Membership Interest
(g)(n)
Capital Goods
7,350,267
7.3
12.4
All Systems Holding LLC, Common Stock
(g)(n)
Commercial & Professional Services
586,763
0.6
0.9
Amtek Global Technology Pte Ltd, Ordinary Shares
(j)(l)(n)(z)
Automobiles & Components
5,735,804,056
30.7
Amtek Global Technology Pte Ltd, Private Equity
(j)(l)(n)(z)
Automobiles & Components
4,097
Amtek Global Technology Pte Ltd, Trade Claim
(j)(l)(n)(z)
Automobiles & Components
1,190,759
1.0
Angelica Corp, Limited Partnership Interest
(n)(t)
Health Care Equipment & Services
877,044
47.6
Ap Plasman Inc, Warrant
(g)(l)(n)
Capital Goods
5/25/26
6,985
2.5
Ardonagh Ltd, Ordinary Shares
(g)(l)(n)
Insurance
16,450
Ardonagh Ltd, Ordinary Shares
(g)(l)(n)
Insurance
116,814
0.2
0.2
Ardonagh Ltd, Preferred Stock
(g)(l)(n)
Insurance
6,113,719
9.1
9.7
Arena Energy LP, Warrants
(g)(n)
Energy
9,740,932
0.0
0.0
See
notes to consolidated financial statements.
87
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2020
(in millions, except share amounts)
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Number
of
Shares
Amortized
Cost
Fair
Value (d)
Ascent Resources Utica Holdings LLC / ARU Finance Corp, Common Stock
(n)(o)
Energy
10,193
$
9.7
$
2.3
Ascent Resources Utica Holdings LLC / ARU Finance Corp, Trade Claim
(o)
Energy
86,607,143
19.4
19.3
ASG Technologies, Common Stock
(g)(n)(y)
Software & Services
1,149,421
23.4
42.7
ASG Technologies, Warrant
(g)(n)(y)
Software & Services
6/27/22
229,541
6.5
3.5
Aspect Software Inc, Common Stock
(g)(n)
Software & Services
161,261
0.3
0.3
Aspect Software Inc, Warrant
(g)(n)
Software & Services
1/15/24
161,008
0.2
AVF Parent LLC, Trade Claim
(g)(n)
Retailing
56,969
Belk Inc, Units
(g)(n)
Retailing
1,642
7.8
Borden (New Dairy Opco), Common Stock
(n)(t)(y)
Food, Beverage & Tobacco
4,466,800
3.9
3.2
Cengage Learning, Inc, Common Stock
(g)(n)
Media & Entertainment
227,802
7.5
3.3
Charlotte Russe Inc, Common Stock
(g)(n)(y)
Retailing
22,575
12.5
Chisholm Oil & Gas Operating LLC, Series A Units
(n)(p)
Energy
75,000
0.1
CTI Foods Holding Co LLC, Common Stock
(g)(n)
Food, Beverage & Tobacco
5,836
0.7
0.0
Directed LLC, Warrant
(g)(n)
Consumer Durables & Apparel
12/31/25
649,538
Empire Today LLC, Common Stock
(g)(n)
Retailing
375
1.1
3.3
Fronton BV, Common Stock
(n)(p)(y)
Consumer Services
14,943
1.2
Genesys Telecommunications Laboratories Inc, Class A Shares
(g)(n)
Technology Hardware & Equipment
40,529
Genesys Telecommunications Laboratories Inc, Ordinary Shares
(g)(n)
Technology Hardware & Equipment
41,339
Genesys Telecommunications Laboratories Inc, Preferred Stock
(g)(n)
Technology Hardware & Equipment
1,050,465
Harvey Industries Inc, Common Stock
(g)(n)
Capital Goods
2,333,333
1.9
Hilding Anders, Class A Common Stock
(g)(l)(n)(z)
Consumer Durables & Apparel
4,503,411
0.1
Hilding Anders, Class B Common Stock
(g)(l)(n)(z)
Consumer Durables & Apparel
574,791
Hilding Anders, Class C Common Stock
(g)(l)(n)(z)
Consumer Durables & Apparel
213,201
Hilding Anders, Equity Options
(g)(l)(n)(z)
Consumer Durables & Apparel
11/30/25
236,160,807
15.0
HM Dunn Co Inc, Preferred Stock, Series A
(g)(n)(y)
Capital Goods
214
0.0
HM Dunn Co Inc, Preferred Stock, Series B
(g)(n)(y)
Capital Goods
214
Home Partners of America Inc, Common Stock
(g)(n)(y)
Real Estate
81,625
83.6
130.5
Home Partners of America Inc, Warrant
(g)(n)(y)
Real Estate
8/7/24
2,675
0.3
2.1
Imagine Communications Corp, Common Stock
(g)(n)
Media & Entertainment
33,034
3.8
2.9
Jones Apparel Holdings, Inc., Common Stock
(g)(n)
Consumer Durables & Apparel
5,451
0.9
JW Aluminum Co, Common Stock
(f)(g)(n)(y)
Materials
1,474
JW Aluminum Co, Preferred Stock
(f)(g)(y)
Materials
12.5% PIK (12.5% Max PIK)
2/15/28
8,404
107.3
93.7
Maverick Natural Resources, Common Stock
(n)
Energy
160,101
44.0
48.6
MB Precision Holdings LLC, Class A2 Units
(n)(p)
Capital Goods
1,426,110
0.5
Miami Beach Medical Group LLC, Common Stock
(g)(n)
Health Care Equipment & Services
269,107
0.3
0.3
Micronics Filtration Holdings Inc, Common Stock
(g)(n)(y)
Capital Goods
53,073
0.6
Micronics Filtration Holdings Inc, Preferred Stock, Series A
(g)(n)(y)
Capital Goods
55
0.6
See
notes to consolidated financial statements.
88
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2020
(in millions, except share amounts)
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Number
of
Shares
Amortized
Cost
Fair
Value (d)
Micronics Filtration Holdings Inc, Preferred Stock, Series B
(g)(n)(y)
Capital Goods
23
$
0.2
$
Micronics Filtration Holdings Inc, Preferred Stock, Series B PIK
(g)(y)
Capital Goods
3.0% PIK (3.0% Max PIK)
3/31/24
112,780
Micronics Filtration Holdings Inc, Preferred Stock, Series C PIK
(g)(y)
Capital Goods
7.5% PIK (7.5% Max PIK)
3/31/24
54,000
NBG Home, Common Stock
(g)(n)
Consumer Durables & Apparel
1,903
2.6
Nine West Holdings Inc, Common Stock
(g)(n)
Consumer Durables & Apparel
5,451
6.5
One Call Care Management Inc, Common Stock
(g)(n)(y)
Health Care Equipment & Services
4,370,566,806
3.0
2.4
One Call Care Management Inc, Preferred Stock A
(g)(n)(y)
Health Care Equipment & Services
466,194
32.3
25.5
One Call Care Management Inc, Preferred Stock B
(g)(y)
Health Care Equipment & Services
9.0% PIK (9.0% Max PIK)
10/25/29
9,615,247
9.8
10.6
Petroplex Acidizing Inc, Preferred Stock A
(g)(y)
Energy
2.0% PIK (2.0% Max PIK)
24,642,082
4.5
Petroplex Acidizing Inc, Warrant
(g)(n)(y)
Energy
12/15/26
8
Polyconcept North America Inc, Class A1 Units
(g)(n)
Household & Personal Products
29,376
2.9
2.1
Proserv Acquisition LLC, Class A Common Units
(g)(l)(n)(y)
Energy
2,635,005
33.5
9.0
Proserv Acquisition LLC, Class A Preferred Units
(g)(l)(n)(y)
Energy
837,780
5.4
9.5
Quorum Health Corp, Common Stock
(g)(n)
Health Care Equipment & Services
32,622
0.3
0.3
Quorum Health Corp, Trade Claim
(g)(n)
Health Care Equipment & Services
3,334,000
0.3
0.3
Quorum Health Corp, Trust Initial Funding Units
(g)(n)
Health Care Equipment & Services
57,595
0.1
0.1
Ridgeback Resources Inc, Common Stock
(f)(l)(n)
Energy
324,954
2.0
1.3
Sequential Brands Group Inc., Common Stock
(g)(x)
Consumer Durables & Apparel
5,167
2.8
0.1
Sorenson Communications LLC, Common Stock
(f)(n)
Telecommunication Services
46,163
42.3
Sound United LLC, Class A Units
(g)(n)(z)
Consumer Durables & Apparel
649,538
1.1
Sound United LLC, Common Stock
(g)(n)(z)
Consumer Durables & Apparel
12,857,143
17.3
29.3
Sound United LLC, Series I Units
(g)(n)(z)
Consumer Durables & Apparel
308,948
0.5
Sound United LLC, Series II Units
(n)(p)(z)
Consumer Durables & Apparel
316,770
0.5
SSC (Lux) Limited S.a r.l., Common Stock
(g)(l)(n)
Health Care Equipment & Services
113,636
2.3
4.9
Stuart Weitzman Inc, Common Stock
(g)(n)
Consumer Durables & Apparel
5,451
Sungard Availability Services Capital Inc, Common Stock
(f)(g)(n)
Software & Services
44,857
3.1
1.5
Sweet Harvest Foods Management Co, Warrant
(g)(i)(n)
Food & Staples Retailing
6/30/30
2,883,007
1.1
ThermaSys Corp, Common Stock
(f)(g)(n)(y)
Capital Goods
17,383,026
10.2
ThermaSys Corp, Preferred Stock
(g)(n)(y)
Capital Goods
1,529
1.7
Trace3 Inc, Common Stock
(g)(n)
Software & Services
19,312
0.2
1.4
Versatile Processing Group Inc, Class A2 Units
(f)(n)
Materials
3,637,500
3.6
Warren Resources Inc, Common Stock
(g)(n)
Energy
113,515
0.5
0.1
Zeta Interactive Holdings Corp, Preferred Stock, Series E1
(g)(n)
Software & Services
215,662
1.7
2.2
Zeta Interactive Holdings Corp, Preferred Stock, Series F
(g)(n)
Software & Services
196,151
1.7
3.4
Zeta Interactive Holdings Corp, Warrant
(g)(n)
Software & Services
4/20/27
29,422
0.1
Total Equity/Other
616.1
530.0
TOTAL INVESTMENTS219.0%
$
7,452.7
6,779.8
See
notes to consolidated financial statements.
89
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2020
(in millions, except share amounts)
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Number
of
Shares
Amortized
Cost
Fair
Value (d)
LIABILITIES IN EXCESS OF OTHER ASSETS(119.0%)
$
(3,683.8
)
NET ASSETS100%
$
3,096.0
Foreign currency forward contracts
Foreign Currency
Settlement
Date
Counterparty
Amount and
Transaction
US$ Value at
Settlement Date
US$ Value at
December 31, 2020
Unrealized Appreciation
(Depreciation)
AUD
10/17/2022
JP Morgan Chase Bank
A$
3.0 Sold
$
2.1
$
2.3
$
(0.2
)
EUR
5/6/2022
JP Morgan Chase Bank
6.1 Sold
7.5
7.5
EUR
7/17/2023
JP Morgan Chase Bank
1.3 Sold
1.7
1.6
0.1
EUR
8/8/2025
JP Morgan Chase Bank
4.8 Sold
5.7
6.1
(0.4
)
GBP
10/13/2021
JP Morgan Chase Bank
£
0.6 Sold
0.9
0.8
0.1
GBP
10/13/2021
JP Morgan Chase Bank
£
0.6 Bought
(0.8
)
(0.8
)
GBP
1/11/2023
JP Morgan Chase Bank
£
2.0 Bought
(2.7
)
(2.7
)
GBP
1/11/2023
JP Morgan Chase Bank
£
7.0 Sold
9.4
9.6
(0.2
)
GBP
1/11/2023
JP Morgan Chase Bank
£
1.9 Sold
2.9
2.7
0.2
GBP
1/11/2023
JP Morgan Chase Bank
£
1.7 Sold
2.6
2.4
0.2
GBP
1/11/2023
JP Morgan Chase Bank
£
3.4 Sold
4.8
4.7
0.1
GBP
1/11/2023
JP Morgan Chase Bank
£
1.4 Sold
1.9
1.9
NOK
8/8/2025
JP Morgan Chase Bank
NOK
49.1 Sold
5.2
5.6
(0.4
)
SEK
8/8/2025
JP Morgan Chase Bank
SEK
119.3 Sold
13.3
14.8
(1.5
)
Total
$
54.5
$
56.5
$
(2.0
)
(a)
Security may be an obligation of one or more entities affiliated with the named company.
(b)
Certain variable rate securities in the Companys portfolio bear interest at a rate determined by a publicly disclosed base rate plus a
basis point spread. As of December 31, 2020, the three-month London Interbank Offered Rate, or LIBOR or L, was 0.24%, the Euro Interbank Offered Rate, or EURIBOR, was (0.55)%, Canadian Dollar Offer Rate, or CDOR, was 0.48% and the
U.S. Prime Lending Rate, or Prime, was 3.25%. PIK means paid-in-kind. PIK income accruals may be adjusted based on the fair value of the underlying investment.
(c)
Denominated in U.S. dollars unless otherwise noted.
(d)
Fair value determined by the Companys board of directors (see Note 8).
(e)
Not used.
(f)
Security or portion thereof held within Race Street Funding LLC and is pledged as collateral supporting the amounts outstanding under the
revolving credit facility with ING Capital LLC (see Note 9).
(g)
Security or portion thereof is pledged as collateral supporting the amounts outstanding under the Senior Secured Revolving Credit Facility
(see Note 9).
See
notes to consolidated financial statements.
90
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2020
(in millions, except share amounts)
(h)
Security or portion thereof held within FS KKR MM CLO 1 LLC (see Note 9).
(i)
Security or portion thereof was held within CCT Tokyo Funding LLC and was pledged as collateral supporting the amounts outstanding under the
revolving credit facility with Sumitomo Mitsui Banking Corporation (see Note 9).
(j)
Security or portion thereof was held within CCT Dublin Funding Limited
(k)
Not used.
(l)
The investment is not a qualifying asset under the Investment Company Act of 1940, as amended. A business development company may not acquire
any asset other than qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the companys total assets. As of December 31, 2020, 73.4% of the Companys total assets represented
qualifying assets.
(m)
Listed investments may be treated as debt for GAAP or tax purposes.
(n)
Security is non-income producing.
(o)
Security held within IC American Energy Investments, Inc., a wholly-owned subsidiary of the Company.
(p)
Security held within FSIC Investments, Inc., a wholly-owned subsidiary of the Company.
(q)
Security held within IC Arches Investments LLC, a wholly-owned subsidiary of the Company.
(r)
Not used.
(s)
Not used.
(t)
Security held within CCT Holdings II, LLC, a wholly-owned subsidiary of the Company.
(u)
Not used.
(v)
Security is an unfunded commitment. Reflects the stated spread at the time of commitment, but may not be the actual rate received upon
funding.
(w)
Asset is on non-accrual status.
(x)
Security is classified as Level 1 or 2 in the Companys fair value hierarchy (see Note 8).
See
notes to consolidated financial statements.
91
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2020
(in millions, except share amounts)
(y)
Under the Investment Company Act of 1940, as amended, the Company generally is deemed to be an affiliated person of a portfolio
company if it owns 5% or more of the portfolio companys voting securities and generally is deemed to control a portfolio company if it owns more than 25% of the portfolio companys voting securities or it has the power to
exercise control over the management or policies of such portfolio company. As of December 31, 2020, the Company held investments in portfolio companies of which it is deemed to be an affiliated person but is not deemed to
control. The following table presents certain information with respect to investments in portfolio companies of which the Company was deemed to be an affiliated person for the year ended December 31, 2020:
Portfolio Company
Fair Value at
December 31,
2019
Gross
Additions (1)
Gross
Reductions (2)
Net Realized
Gain (Loss)
Net Change in
Unrealized
Appreciation
(Depreciation)
Fair Value at
December 31,
2020
Interest
Income (3)
PIK
Income (3)
Fee
Income (3)
Dividend
Income (3)
Senior Secured LoansFirst Lien
AltEn, LLC
$
1.5
$
$
$
(2.7
)
$
1.2
$
$
$
Borden (New Dairy Opco)
7.6
7.6
0.1
Borden (New Dairy Opco)
16.8
16.8
0.6
Borden Dairy Co (4)
70.7
(11.6
)
(35.0
)
(24.1
)
HM Dunn Co Inc
0.4
(0.1
)
0.3
HM Dunn Co Inc
0.1
0.2
(0.1
)
0.2
MB Precision Holdings LLC
4.6
0.2
(3.9
)
(0.8
)
(0.1
)
0.3
Micronics Filtration Holdings Inc (4)
61.6
(16.6
)
(9.5
)
35.5
One Call Care Management Inc
4.6
0.1
4.7
0.5
Petroplex Acidizing Inc
22.2
(17.7
)
4.5
Safariland LLC
2.6
(2.5
)
(0.3
)
0.2
Safariland LLC
116.2
8.8
(117.4
)
(14.7
)
7.1
1.3
ThermaSys Corp
6.4
0.8
(3.3
)
3.9
0.2
0.6
Z Gallerie LLC
0.9
(1.5
)
0.6
Senior Secured LoansSecond Lien
Z Gallerie LLC
2.8
(2.0
)
(0.9
)
0.1
0.1
0.1
Other Senior Secured Debt
JW Aluminum Co
38.3
2.9
0.6
41.8
3.9
Mood Media Corp
36.4
3.6
(40.5
)
0.5
0.4
Z Gallerie LLC
Z Gallerie LLC
1.4
(1.5
)
0.1
0.1
Asset Based Finance
Home Partners JV, Common Stock
13.2
4.4
3.9
21.5
Home Partners JV, Private Equity
Home Partners JV, Structured Mezzanine
25.0
14.0
(0.5
)
38.5
3.3
Orchard Marine Limited, Class B Common Stock
Orchard Marine Limited, Series A Preferred Stock
22.7
1.9
24.6
Equity/Other
AltEn, LLC, Membership Units
(3.0
)
3.0
ASG Technologies, Common Stock
56.5
(13.8
)
42.7
ASG Technologies, Warrants
6.3
(2.8
)
3.5
Borden (New Dairy Opco), Common Stock
3.9
(0.7
)
3.2
Charlotte Russe Inc, Common Stock
Fronton BV, Common Stock
1.4
(0.2
)
1.2
HM Dunn Co Inc, Preferred Stock, Series A
See
notes to consolidated financial statements.
92
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2020
(in millions, except share amounts)
Portfolio Company
Fair Value at
December 31,
2019
Gross
Additions (1)
Gross
Reductions (2)
Net Realized
Gain (Loss)
Net Change in
Unrealized
Appreciation
(Depreciation)
Fair Value at
December 31,
2020
Interest
Income (3)
PIK
Income (3)
Fee
Income (3)
Dividend
Income (3)
HM Dunn Co Inc, Preferred Stock, Series B
$
$
$
$
$
$
$
$
$
$
Home Partners of America Inc, Common Stock
134.1
(3.6
)
130.5
Home Partners of America Inc, Warrant
2.0
0.1
2.1
JW Aluminum Co, Common Stock
JW Aluminum Co, Preferred Stock
127.2
16.9
(50.4
)
93.7
2.4
14.6
MB Precision Holdings LLC, Class A2 Units
(0.5
)
0.5
MB Precision Holdings LLC, Preferred Stock
1.2
(1.9
)
0.7
Micronics Filtration Holdings Inc, Common
Stock (4)
0.6
(0.6
)
Micronics Filtration Holdings Inc, Preferred Stock, Series
A (4)
0.6
(0.6
)
Micronics Filtration Holdings Inc, Preferred Stock, Series
B (4)
0.2
(0.2
)
Micronics Filtration Holdings Inc, Preferred Stock, Series B PIK (4)
Micronics Filtration Holdings Inc, Preferred Stock, Series C PIK (4)
Mood Media Corp, Common Stock
0.9
(11.8
)
10.9
Mood Media LLC, Class A Warrants
Mood Media LLC, Class B Warrants
Mood Media LLC, Class C Warrants
One Call Care Management Inc, Common Stock
3.0
(0.6
)
2.4
One Call Care Management Inc, Preferred Stock A
32.3
(6.8
)
25.5
One Call Care Management Inc, Preferred Stock B
9.8
0.8
10.6
0.9
Petroplex Acidizing Inc, Preferred Stock A
4.2
0.3
(4.5
)
0.4
Petroplex Acidizing Inc, Warrant
Proserv Acquisition LLC, Class A Common Units
14.4
(5.4
)
9.0
Proserv Acquisition LLC, Class A Preferred Units
9.5
9.5
Safariland LLC, Common Equity
6.4
(1.0
)
(2.0
)
(3.4
)
ThermaSys Corp, Common Stock
6.9
(6.9
)
ThermaSys Corp, Preferred Stock
1.5
(1.5
)
Z Gallerie LLC, Common Stock
0.7
(0.7
)
Total
$
716.7
$
215.1
$
(140.9
)
$
(131.8
)
$
(125.3
)
$
533.8
$
9.8
$
19.4
$
0.2
$
0.4
(1)
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest, the amortization of
unearned income, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.
(2)
Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or
sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.
(3)
Interest, PIK, fee and dividend income presented for the full year ended December 31, 2020.
(4)
The Company held this investment as of December 31, 2019 but it was not deemed to be an affiliated person of the portfolio
company as of December 31, 2019. Transfers in or out have been presented at amortized cost.
See
notes to consolidated financial statements.
93
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2020
(in millions, except share amounts)
(z)
Under the Investment Company Act of 1940, as amended, the Company generally is deemed to control a portfolio company if it owns
more than 25% of the portfolio companys voting securities or it has the power to exercise control over the management or policies of such portfolio company. As of December 31, 2020, the Company held investments in one portfolio company of
which it is deemed to be an affiliated person and deemed to control. During the year ended December 31, 2020, the Company disposed of investments in one portfolio of which it was deemed to be an affiliated
person and deemed to control. The following table presents certain information with respect to investments in portfolio companies of which the Company was deemed to be an affiliated person and deemed to control for the year ended
December 31, 2020:
Portfolio Company
Fair Value at
December
31,
2019
Gross
Additions (1)
Gross
Reductions (2)
Net Realized
Gain (Loss)
Net Change in
Unrealized
Appreciation
(Depreciation)
Fair Value at
December 31,
2020
Interest
Income (3)
PIK
Income (3)
Fee
Income (3)
Dividend
Income (3)
Senior Secured LoansFirst Lien
Advanced Lighting Technologies Inc
$
13.1
$
$
(1.5
)
$
$
0.4
$
12.0
$
$
$
$
Amtek Global Technology Pte Ltd
55.3
5.8
(1.4
)
59.7
3.0
Sound United LLC
27.4
(12.5
)
14.9
0.3
Senior Secured LoansSecond Lien
Amtek Global Technology Pte Ltd
36.3
6.5
(0.1
)
(42.6
)
0.1
Sound United LLC
22.8
(1.9
)
20.9
0.7
Other Senior Secured Debt
Advanced Lighting Technologies Inc
Subordinated Debt
Hilding Anders
76.8
(26.9
)
(3.0
)
(14.5
)
32.4
Hilding Anders
0.2
(0.5
)
0.3
Hilding Anders
(0.9
)
0.9
Hilding Anders
3.6
(12.9
)
9.3
Hilding Anders
Hilding Anders
26.9
3.4
30.3
Asset Based Finance
801 5th Ave, Seattle, Structure Mezzanine
52.9
0.9
(24.4
)
29.4
3.2
1.4
801 5th Ave, Seattle, Private Equity
8.8
(6.3
)
2.0
5.8
10.3
Avida Holding AB, Common Stock
35.5
2.8
38.3
Kilter Finance, Preferred Stock
0.2
0.2
Kilter Finance, Private Equity
0.2
0.2
Prime ST LLC, Private Equity
5.7
(0.3
)
(2.3
)
0.8
3.9
Prime ST LLC, Structured Mezzanine
41.4
(18.6
)
22.8
0.6
1.7
Toorak Capital Funding LLC, Membership Interest
5.3
3.8
(2.5
)
6.6
Toorak Capital Partners LLC, Private Equity
240.5
11.5
(4.4
)
(11.7
)
235.9
9.6
Strategic Credit Opportunities Partners, LLC
Strategic Credit Opportunities Partners, LLC
479.0
319.4
(85.9
)
712.5
70.4
Equity/Other
Advanced Lighting Technologies Inc, Common
Stock (4)
Advanced Lighting Technologies Inc,
Warrant (4)
Amtek Global Technology Pte Ltd, Ordinary Shares
5.2
(5.2
)
Amtek Global Technology Pte Ltd, Trade Claim
0.6
(0.6
)
Amtek Global Technology Pte Ltd, Private Equity
Hilding Anders, ARLE PIK Interest
Hilding Anders, Class A Common Stock
See
notes to consolidated financial statements.
94
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2020
(in millions, except share amounts)
Portfolio Company
Fair Value at
December
31,
2019
Gross
Additions (1)
Gross
Reductions (2)
Net Realized
Gain (Loss)
Net Change in
Unrealized
Appreciation
(Depreciation)
Fair Value at
December 31,
2020
Interest
Income (3)
PIK
Income (3)
Fee
Income (3)
Dividend
Income (3)
Hilding Anders, Class B Common Stock
$
$
$
$
$
$
$
$
$
$
Hilding Anders, Class C Common Stock
Hilding Anders, Equity Options
1.3
(1.3
)
KKR BPT Holdings Aggregator LLC, Membership Interest
(0.4
)
(17.2
)
17.6
Sound United LLC, Class A Units
1.1
(1.1
)
Sound United LLC, Common Stock
17.3
12.0
29.3
Sound United LLC, Series I Units
0.5
(0.5
)
Sound United LLC, Series II Units
0.5
(0.5
)
Total
$
978.9
$
527.4
$
(99.8
)
$
(34.8
)
$
(112.0
)
$
1,259.7
$
7.1
$
3.8
$
$
80.0
(1)
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest, the amortization of
unearned income, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.
(2)
Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or
sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.
(3)
Interest, PIK and dividend income presented for the full year ended December 31, 2020.
See
notes to consolidated financial statements.
95
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2019
(in millions, except share amounts)
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Principal
Amount (c)
Amortized
Cost
Fair
Value (d)
Senior Secured LoansFirst Lien96.3%
5 Arch Income Fund 2, LLC
(l)(q)
Diversified Financials
10.5%
11/18/23
$
32.1
$
32.1
$
31.0
5 Arch Income Fund 2, LLC
(l)(q)(v)
Diversified Financials
10.5%
11/18/23
45.5
45.5
44.0
A10 Capital LLC
(g)(h)
Diversified Financials
L+650
1.0%
5/1/23
30.3
30.0
29.9
A10 Capital LLC
(v)
Diversified Financials
L+650
1.0%
5/1/23
14.1
14.0
13.9
Abaco Systems, Inc
(e)(g)(h)(i)
Capital Goods
L+600
1.0%
12/7/21
61.2
60.1
61.2
ABB CONCISE Optical Group LLC
(g)(h)(x)
Retailing
L+500
1.0%
6/15/23
12.9
13.0
12.3
Accuride Corp
(g)(h)(i)(x)
Capital Goods
L+525
1.0%
11/17/23
17.9
17.7
14.3
Advanced Lighting Technologies Inc
(g)(z)
Materials
L+750
1.0%
10/4/22
20.0
17.9
13.1
Advantage Sales & Marketing Inc
(g)(h)(x)
Commercial & Professional Services
L+325
1.0%
7/23/21
12.3
11.9
11.9
Alion Science & Technology Corp
(h)(x)
Capital Goods
L+450
1.0%
8/19/21
2.7
2.7
2.7
All Systems Holding LLC
(e)(f)(g)(h)
Commercial & Professional Services
L+625
1.0%
10/31/23
86.4
86.4
87.3
All Systems Holding LLC
(g)
Commercial & Professional Services
L+625
1.0%
10/31/23
10.6
10.6
10.7
All Systems Holding LLC
(v)
Commercial & Professional Services
L+625
1.0%
10/31/23
24.8
24.8
25.0
AltEn, LLC
(g)(n)(w)(y)
Energy
L+400 PIK (L+400 Max PIK)
0.0%
9/12/21
35.8
2.7
1.5
AM General LLC
(e)(g)(h)(i)
Capital Goods
L+725
1.0%
12/28/21
147.6
147.1
148.9
American Tire Distributors Inc
(g)(k)(x)
Automobiles & Components
L+750
1.0%
9/2/24
23.2
21.9
20.8
Ammeraal Beltech Holding BV
(g)(l)(x)
Capital Goods
E+375
0.0%
7/30/25
2.0
2.3
2.2
Amtek Global Technology Pte Ltd
(j)(l)(z)
Automobiles & Components
E+500
0.0%
4/4/24
49.2
60.5
55.3
Apex Group Limited
(l)(v)
Diversified Financials
L+700
1.3%
6/15/23
$
1.9
1.8
1.9
Apex Group Limited
(g)(h)(l)
Diversified Financials
L+700
1.3%
6/15/25
18.7
18.4
18.8
Apex Group Limited
(g)(l)
Diversified Financials
L+700
1.5%
6/15/25
£
31.6
40.2
42.1
Aspect Software Inc
(v)
Software & Services
L+500
1.0%
7/15/23
$
0.7
0.7
0.7
Aspect Software Inc
(g)
Software & Services
L+500
1.0%
1/15/24
3.0
2.7
2.7
athenahealth Inc
(g)(x)
Health Care Equipment & Services
L+450
0.0%
2/11/26
24.8
25.0
25.0
AVF Parent LLC
(g)(n)(w)
Retailing
L+925 PIK (L+925 Max PIK)
1.3%
3/1/24
56.0
54.3
17.6
Bellatrix Exploration Ltd
(g)(l)
Energy
10.0%
3/31/20
0.7
0.7
0.7
Bellatrix Exploration Ltd
(l)(v)
Energy
10.0%
3/31/20
0.3
0.3
0.3
Berner Food & Beverage LLC
(g)(i)
Food & Staples Retailing
L+875
1.0%
2/2/23
75.8
75.4
76.4
Borden Dairy Co
(g)(n)(w)
Food, Beverage & Tobacco
L+750
1.0%
7/6/23
70.0
67.5
36.2
Brand Energy & Infrastructure Services Inc
(g)(h)(x)
Capital Goods
L+425
1.0%
6/21/24
7.5
7.3
7.5
Camping World Good Sam
(g)(k)(x)
Consumer Durables & Apparel
L+275
0.8%
11/8/23
1.0
0.9
0.9
CEPSA Holdco (Matador Bidco)
(g)(l)(x)
Energy
L+475
0.0%
10/15/26
2.0
2.0
2.0
CHS/Community Health Systems, Inc.
(g)(l)(x)
Health Care Equipment & Services
8.0%
3/15/26
2.6
2.6
2.7
Commercial Barge Line Co
(g)(x)
Transportation
L+875
1.0%
11/12/20
4.4
4.2
2.3
Compassus LLC
(g)(k)(x)
Health Care Equipment & Services
L+500
1.0%
12/31/26
3.5
3.4
3.4
CSafe Global
(g)
Capital Goods
L+650
1.0%
11/1/21
3.8
3.8
3.8
CSafe Global
(v)
Capital Goods
L+650
1.0%
11/1/21
2.1
2.1
2.0
CSafe Global
(g)(h)
Capital Goods
L+650
1.0%
10/31/23
55.5
55.5
55.1
CSafe Global
(v)
Capital Goods
L+650
1.0%
10/31/23
11.7
11.7
11.7
CSM Bakery Products
(g)(h)(x)
Food, Beverage & Tobacco
L+400
1.0%
7/3/20
2.4
2.4
2.4
CTI Foods Holding Co LLC
(g)
Food, Beverage & Tobacco
L+700
1.0%
5/3/24
3.0
3.0
2.9
Distribution International Inc
(g)(h)(x)
Retailing
L+575
1.0%
12/15/23
27.9
24.8
26.9
Eagle Family Foods Inc
(g)
Food, Beverage & Tobacco
L+650
1.0%
6/14/23
1.3
1.3
1.2
Eagle Family Foods Inc
(v)
Food, Beverage & Tobacco
L+650
1.0%
6/14/23
5.9
5.8
5.7
Eagle Family Foods Inc
(g)(h)(i)
Food, Beverage & Tobacco
L+650
1.0%
6/14/24
46.9
46.5
45.5
See
notes to consolidated financial statements.
96
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2019
(in millions, except share amounts)
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Principal
Amount (c)
Amortized
Cost
Fair
Value (d)
Electronics For Imaging Inc
(g)(x)
Technology Hardware & Equipment
L+500
0.0%
7/23/26
$
24.7
$
23.5
$
23.1
Empire Today LLC
(e)(g)(h)
Retailing
L+650
1.0%
11/17/22
79.5
79.5
79.4
Entertainment Benefits Group LLC
(g)
Media & Entertainment
L+575
1.0%
9/30/24
1.0
1.0
1.0
Entertainment Benefits Group LLC
(v)
Media & Entertainment
L+575
1.0%
9/30/24
4.1
4.1
4.0
Entertainment Benefits Group LLC
(g)
Media & Entertainment
L+575
1.0%
9/30/25
30.3
30.0
30.0
Frontline Technologies Group LLC
(g)(h)(i)
Software & Services
L+575
1.0%
9/18/23
95.1
94.4
95.4
Greystone & Co Inc
(e)(g)(h)
Diversified Financials
L+800
1.0%
4/17/24
37.2
36.9
37.8
Greystone Equity Member Corp
(g)(l)
Diversified Financials
L+725
3.8%
4/1/26
58.6
58.6
57.1
Greystone Equity Member Corp
(l)(v)
Diversified Financials
L+725
3.8%
4/1/26
2.2
2.2
2.1
Heniff Transportation Systems LLC
(g)
Transportation
L+575
1.0%
12/3/24
0.7
0.7
0.7
Heniff Transportation Systems LLC
(v)
Transportation
L+575
1.0%
12/3/24
7.6
7.6
7.6
Heniff Transportation Systems LLC
(i)
Transportation
L+575
1.0%
12/3/26
26.0
25.7
25.7
Heniff Transportation Systems LLC
(g)
Transportation
L+575
1.0%
12/3/26
38.9
38.9
38.9
HM Dunn Co Inc
(g)(n)(w)(y)
Capital Goods
L+875 PIK (L+875 Max PIK)
1.0%
6/30/21
0.8
0.6
0.4
HM Dunn Co Inc
(g)(y)
Capital Goods
15.0% PIK (15.0% Max PIK)
6/30/21
0.1
0.1
0.1
Hudson Technologies Co
(g)(l)
Commercial & Professional Services
L+1,025
1.0%
10/10/23
33.5
33.3
19.1
Hunt Mortgage
(e)(g)(h)
Diversified Financials
L+600
1.0%
2/14/23
79.2
78.6
80.7
Icynene Group Ltd
(e)(g)(h)
Materials
L+700
1.0%
11/30/24
29.4
29.4
29.7
ID Verde
(l)(v)
Commercial & Professional Services
L+700
0.0%
3/29/24
30.0
32.9
33.7
ID Verde
(g)(l)
Commercial & Professional Services
L+725
0.0%
3/29/25
£
4.2
5.0
5.6
Imagine Communications Corp
(g)(h)
Media & Entertainment
L+750
1.0%
4/29/20
$
14.0
14.0
14.0
Imagine Communications Corp
(g)(l)
Media & Entertainment
L+750
1.0%
4/29/20
2.1
2.1
2.1
Industria Chimica Emiliana Srl
(g)(l)
Pharmaceuticals, Biotechnology & Life Sciences
L+650
0.0%
6/30/26
19.3
20.6
21.2
Industria Chimica Emiliana Srl
(l)(v)
Pharmaceuticals, Biotechnology & Life Sciences
E+650
0.0%
6/30/26
11.6
12.7
12.7
Industry City TI Lessor LP
(g)
Consumer Services
10.8%, 1.0% PIK (1.0% Max PIK)
6/30/26
$
26.6
26.6
28.9
J S Held LLC
(g)(h)
Insurance
L+600
1.0%
7/1/25
54.6
54.0
54.6
J S Held LLC
(v)
Insurance
L+600
1.0%
7/1/25
13.0
13.0
13.0
J S Held LLC
(g)
Insurance
L+600
1.0%
7/1/25
1.1
1.1
1.1
J S Held LLC
(v)
Insurance
L+600
1.0%
7/1/25
5.1
5.1
5.1
JHT Holdings Inc
(e)(h)(i)
Capital Goods
L+850
1.0%
5/4/22
18.9
18.8
19.5
Jo-Ann Stores Inc
(h)(x)
Retailing
L+500
1.0%
10/20/23
8.8
8.7
6.2
Jostens Inc
(g)(x)
Consumer Services
L+550
0.0%
12/19/25
7.8
7.8
7.8
Kellermeyer Bergensons Services LLC
(v)
Commercial & Professional Services
L+650
1.0%
2/5/20
26.8
26.8
26.6
Kellermeyer Bergensons Services LLC
(g)(i)
Commercial & Professional Services
L+650
1.0%
11/7/26
116.7
115.5
115.5
Kellermeyer Bergensons Services LLC
(v)
Commercial & Professional Services
L+650
1.0%
11/7/26
35.0
35.0
34.6
Kodiak BP LLC
(g)(h)
Capital Goods
L+725
1.0%
12/1/24
57.5
57.3
57.5
Kodiak BP LLC
(v)
Capital Goods
L+725
1.0%
12/1/24
28.1
28.0
28.1
Koosharem LLC
(g)(k)(x)
Commercial & Professional Services
L+450
1.0%
4/18/25
Laird PLC
(g)(l)(x)
Technology Hardware & Equipment
L+450
0.0%
7/9/25
1.9
1.8
1.9
Lexitas Inc
(i)
Commercial & Professional Services
L+575
1.0%
11/14/25
19.0
18.8
18.8
Lexitas Inc
(v)
Commercial & Professional Services
L+575
1.0%
11/14/25
8.0
8.0
7.9
Lexitas Inc
(v)
Commercial & Professional Services
L+575
1.0%
11/14/25
2.5
2.5
2.5
Lionbridge Technologies Inc
(g)(i)
Consumer Services
L+625
1.0%
12/27/25
99.4
98.9
98.9
See
notes to consolidated financial statements.
97
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2019
(in millions, except share amounts)
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Principal
Amount (c)
Amortized
Cost
Fair
Value (d)
Lipari Foods LLC
(g)
Food & Staples Retailing
L+588
1.0%
1/6/25
$
19.4
$
19.4
$
19.4
Lipari Foods LLC
(v)
Food & Staples Retailing
L+588
1.0%
1/6/25
21.8
21.8
21.8
Lipari Foods LLC
(e)(i)
Food & Staples Retailing
L+588
1.0%
1/6/25
85.3
84.5
85.2
Matchesfashion Ltd
(h)(l)
Consumer Durables & Apparel
L+463
0.0%
10/16/24
12.7
12.0
11.5
MB Precision Holdings LLC
(g)(y)
Capital Goods
L+725, 2.3% PIK (2.3% Max
PIK)
1.3%
1/23/21
4.6
4.5
4.6
MI Windows & Doors Inc
(g)(x)
Capital Goods
L+550
1.0%
11/6/26
9.0
8.5
9.0
Micronics Filtration Holdings Inc
(e)(g)(n)(w)
Capital Goods
L+800, 0.5% PIK (0.5% Max PIK)
1.3%
12/11/20
61.7
61.6
38.2
Motion Recruitment Partners LLC
(g)
Commercial & Professional Services
L+600
1.0%
12/20/25
37.9
37.5
37.5
Motion Recruitment Partners LLC
(v)
Commercial & Professional Services
L+600
1.0%
12/20/25
6.8
6.8
6.8
Motion Recruitment Partners LLC
(v)
Commercial & Professional Services
L+600
1.0%
12/20/25
29.8
29.8
29.8
Multi-Color Corp
(g)(l)(x)
Commercial & Professional Services
6.8%
7/15/26
4.3
4.3
4.5
NBG Home
(g)(h)(i)(x)
Consumer Durables & Apparel
L+550
1.0%
4/26/24
58.6
58.3
45.5
NCI Inc
(g)(h)(i)
Software & Services
L+750
1.0%
8/15/24
81.9
81.2
79.2
North Haven Cadence Buyer Inc
(v)
Consumer Services
L+500
1.0%
9/2/21
0.9
0.9
0.9
North Haven Cadence Buyer Inc
(g)
Consumer Services
L+650
1.0%
9/2/22
12.4
12.4
12.4
North Haven Cadence Buyer Inc
(v)
Consumer Services
L+650
1.0%
9/2/22
2.8
2.8
2.8
North Haven Cadence Buyer Inc
(e)(g)(h)
Consumer Services
L+793
1.0%
9/2/22
18.3
18.3
18.3
One Call Care Management Inc
(g)(x)(y)
Insurance
L+525
1.0%
11/27/22
4.9
4.2
4.6
Ontic Engineering & Manufacturing Inc
(g)(x)
Capital Goods
L+475
0.0%
10/30/26
1.6
1.6
1.6
Ontic Engineering & Manufacturing Inc
(v)(x)
Capital Goods
L+238
0.0%
10/31/26
0.3
0.3
0.3
Onvoy LLC
(g)(x)
Telecommunication Services
L+450
1.0%
2/10/24
1.1
1.1
1.0
PAE Holding Corp
(g)(x)
Capital Goods
L+550
1.0%
10/20/22
2.9
2.9
2.9
Peak 10 Holding Corp
(g)(x)
Telecommunication Services
L+350
0.0%
8/1/24
4.6
4.3
3.8
Petroplex Acidizing Inc
(g)(y)
Energy
L+725, 1.8% PIK (1.8% Max
PIK)
1.0%
12/30/21
22.2
22.2
22.2
Power Distribution Inc
(g)(h)
Capital Goods
L+725
1.3%
1/25/23
27.9
27.9
26.0
Project Marron
(g)(l)
Consumer Services
B+625
0.0%
7/3/25
A$
1.5
1.0
1.0
PSKW LLC
(e)(g)(h)
Health Care Equipment & Services
L+768
1.0%
11/25/21
$
36.2
36.2
36.2
PSKW LLC
(e)
Health Care Equipment & Services
L+768
1.0%
11/25/21
8.8
8.8
8.8
PSKW LLC
(e)
Health Care Equipment & Services
L+768
1.0%
11/25/21
4.4
4.4
4.4
Qdoba Restaurant Corp
(g)(h)(x)
Consumer Services
L+700
1.0%
3/21/25
12.8
12.6
12.9
Quorum Health Corp
(g)(x)
Health Care Equipment & Services
L+675
1.0%
4/29/22
Reliant Rehab Hospital Cincinnati LLC
(e)(g)(h)(i)
Health Care Equipment & Services
L+675
1.0%
9/2/24
103.1
102.3
101.1
Roadrunner Intermediate Acquisition Co LLC
(e)(g)(h)
Health Care Equipment & Services
L+675
1.0%
3/15/23
31.6
31.6
31.0
RSC Insurance Brokerage Inc
(g)(i)
Insurance
L+550
1.0%
11/1/26
77.7
76.9
76.9
RSC Insurance Brokerage Inc
(v)
Insurance
L+550
1.0%
11/1/26
19.6
19.4
19.4
RSC Insurance Brokerage Inc
(v)
Insurance
L+550
1.0%
11/1/26
3.2
3.1
3.1
Safariland LLC
(g)(y)
Capital Goods
L+775
1.1%
11/18/23
2.8
2.8
2.6
Safariland LLC
(g)(h)(y)
Capital Goods
L+775
1.1%
11/18/23
123.3
123.3
116.2
Savers Inc
(e)(g)(h)
Retailing
L+650, 0.8% PIK (0.8% Max PIK)
1.5%
3/28/24
43.7
43.2
43.3
See
notes to consolidated financial statements.
98
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2019
(in millions, except share amounts)
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Principal
Amount (c)
Amortized
Cost
Fair
Value (d)
Savers Inc
(g)
Retailing
L+700, 0.8% PIK (0.8% Max PIK)
1.5
%
3/28/24
C$
60.6
$
44.7
$
47.6
Sequa Corp
(g)(h)(k)(x)
Materials
L+500
1.0
%
11/28/21
$
24.2
24.1
24.2
Sequel Youth & Family Services LLC
(g)
Health Care Equipment & Services
L+700
1.0
%
9/1/23
13.8
13.8
13.9
Sequel Youth & Family Services LLC
(e)(g)(h)
Health Care Equipment & Services
L+800
0.0
%
9/1/23
80.0
80.0
80.1
Sequential Brands Group Inc.
(g)(h)
Consumer Durables & Apparel
L+875
0.0
%
2/7/24
59.4
58.5
58.4
Smart Foodservice
(g)(x)
Food & Staples Retailing
L+475
0.0
%
6/20/26
2.7
2.6
2.7
SMART Global Holdings Inc
(g)(h)(l)
Semiconductors & Semiconductor Equipment
L+625
1.0
%
8/9/22
19.2
19.2
19.2
Sorenson Communications LLC
(g)(h)(x)
Telecommunication Services
L+650
0.0
%
4/29/24
14.2
13.7
14.1
Staples Canada
(g)(l)
Retailing
L+700
1.0
%
9/12/24
C$
9.8
7.6
7.7
Sungard Availability Services Capital Inc
(g)
Software & Services
L+750
1.0
%
2/3/22
$
0.5
0.5
0.5
Sungard Availability Services Capital Inc
(v)
Software & Services
L+750
1.0
%
2/3/22
0.5
0.5
0.5
Sutherland Global Services Inc
(h)(l)(x)
Software & Services
L+538
1.0
%
4/23/21
4.5
4.5
4.5
Sweet Harvest Foods Management Co
(g)(i)
Food & Staples Retailing
L+775, 1.0% PIK (1.0% Max PIK)
1.0
%
5/30/23
26.6
26.5
25.1
Syncsort Inc
(g)(x)
Software & Services
L+600
1.0
%
8/16/24
4.8
4.4
4.6
Tangoe LLC
(e)(g)(h)
Software & Services
L+650
1.0
%
11/28/25
89.7
88.9
89.8
Team Health Inc
(g)(h)(x)
Health Care Equipment & Services
L+275
1.0
%
2/6/24
12.5
12.2
10.2
ThermaSys Corp
(g)(y)
Capital Goods
L+600
1.0
%
12/28/23
6.7
7.1
6.4
ThreeSixty Group
(g)(h)(i)
Retailing
L+700
1.0
%
3/1/23
50.2
49.8
45.5
ThreeSixty Group
(e)(g)(h)(i)
Retailing
L+700
1.0
%
3/1/23
49.9
49.4
45.2
Torrid Inc
(g)(h)
Retailing
L+675
1.0
%
12/14/24
31.7
31.4
31.9
Total Safety US Inc
(g)(x)
Capital Goods
L+600
1.0
%
8/16/25
4.1
3.7
3.9
Trace3 Inc
(e)(g)(h)
Software & Services
L+675
1.0
%
8/3/24
92.8
92.8
92.0
Transaction Services Group Ltd
(l)(v)
Consumer Services
L+600
0.0
%
10/15/26
21.1
21.1
20.7
Transaction Services Group Ltd
(g)(l)
Consumer Services
L+600
0.0
%
10/15/26
£
6.1
7.8
8.0
Truck-Lite Co LLC
(v)
Automobiles & Components
L+625
1.0
%
12/13/24
$
11.8
11.7
11.7
Truck-Lite Co LLC
(g)(i)
Automobiles & Components
L+625
1.0
%
12/13/26
110.3
109.2
109.2
Truck-Lite Co LLC
(v)
Automobiles & Components
L+625
1.0
%
12/13/26
16.2
16.1
16.1
Utility One Source LP
(h)(x)
Capital Goods
L+550
1.0
%
4/18/23
Vertiv Group Corp
(g)(h)(x)
Technology Hardware & Equipment
L+400
1.0
%
11/30/23
15.6
15.0
15.6
Virgin Pulse Inc
(e)(g)(h)(i)
Software & Services
L+650
1.0
%
5/22/25
136.9
136.0
137.0
Vivint Inc
(g)(h)(x)
Commercial & Professional Services
L+500
0.0
%
4/1/24
23.6
23.4
23.6
Warren Resources Inc
(h)
Energy
L+1,000, 1.0% PIK (1.0% Max PIK)
1.0
%
5/22/20
0.7
0.7
0.7
Wheels Up Partners LLC
(g)
Transportation
L+855
1.0
%
1/26/21
10.5
10.5
10.5
Wheels Up Partners LLC
(g)
Transportation
L+855
1.0
%
8/26/21
5.7
5.7
5.7
Wheels Up Partners LLC
(g)
Transportation
L+710
1.0
%
6/30/24
19.5
19.5
19.5
Wheels Up Partners LLC
(g)
Transportation
L+710
1.0
%
11/1/24
8.1
8.1
8.1
Wheels Up Partners LLC
(g)
Transportation
L+710
1.0
%
12/21/24
30.2
30.1
30.2
Yak Access LLC
(g)(k)(x)
Capital Goods
L+500
0.0
%
7/11/25
0.9
0.8
0.9
Zeta Interactive Holdings Corp
(e)(g)(h)
Software & Services
L+750
1.0
%
7/29/22
15.8
15.8
15.8
Zeta Interactive Holdings Corp
(v)
Software & Services
L+750
1.0
%
7/29/22
0.6
0.6
0.6
Total Senior Secured LoansFirst Lien
4,288.2
4,143.6
Unfunded Loan Commitments
(419.5
)
(419.5
)
Net Senior Secured LoansFirst Lien
3,868.7
3,724.1
See
notes to consolidated financial statements.
99
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2019
(in millions, except share amounts)
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Principal
Amount (c)
Amortized
Cost
Fair
Value (d)
Senior Secured LoansSecond Lien30.9%
Abaco Systems, Inc
(e)(g)
Capital Goods
L+1,050
1.0
%
6/7/22
$
63.4
$
62.7
$
63.4
Access CIG LLC
(g)(x)
Software & Services
L+775
0.0
%
2/27/26
0.6
0.6
0.6
Advantage Sales & Marketing Inc
(g)(x)
Commercial & Professional Services
L+650
1.0
%
7/25/22
3.9
3.5
3.5
Agro Merchants Global LP
(g)
Transportation
L+800
1.0
%
11/30/25
13.4
13.1
13.5
Albany Molecular Research Inc
(g)(x)
Pharmaceuticals, Biotechnology & Life Sciences
L+700
1.0
%
8/30/25
8.3
8.3
8.3
Amtek Global Technology Pte Ltd
(j)(l)(z)
Automobiles & Components
E+500
0.0
%
4/4/24
32.8
40.3
32.2
Amtek Global Technology Pte Ltd
(g)(j)(l)(z)
Automobiles & Components
E+500
0.0
%
4/4/24
4.2
4.6
4.1
Arena Energy LP
(g)
Energy
L+900, 4.0% PIK (4.0% Max PIK)
1.0
%
1/24/21
$
9.0
9.0
8.7
athenahealth Inc
(g)
Health Care Equipment & Services
L+850
2/11/27
112.9
111.9
115.2
Belk Inc
(g)
Retailing
10.5%
6/12/23
19.5
15.5
15.5
Belk Inc
(g)
Retailing
10.5%
6/12/25
99.6
98.5
67.7
Bellatrix Exploration Ltd
(g)(l)
Energy
8.5%
9/11/23
1.9
1.9
1.9
Bellatrix Exploration Ltd
(g)(l)(n)(w)
Energy
8.5%
9/11/23
4.5
4.1
1.4
Byrider Finance LLC
(f)(g)
Automobiles & Components
L+1,000, 0.5% PIK (4.0% Max PIK)
1.3
%
6/7/22
17.9
17.9
17.9
Chisholm Oil & Gas Operating LLC
(g)
Energy
L+550, 3.0% PIK (3.0% Max PIK)
1.3
%
3/21/24
16.1
16.0
12.2
CommerceHub Inc
(g)(h)
Software & Services
L+775
0.0
%
5/21/26
69.3
67.5
69.0
Culligan International Co
(g)(h)
Household & Personal Products
L+850
1.0
%
12/13/24
85.0
84.4
84.3
EaglePicher Technologies LLC
(g)(x)
Capital Goods
L+725
0.0
%
3/8/26
3.0
3.0
2.9
Electronics For Imaging Inc
(g)(x)
Technology Hardware & Equipment
L+900
0.0
%
7/23/27
6.2
5.9
5.9
Emerald Performance Materials LLC
(g)(x)
Materials
L+775
1.0
%
8/1/22
3.0
3.0
2.9
Excelitas Technologies Corp
(g)(x)
Technology Hardware & Equipment
L+750
1.0
%
12/1/25
8.4
8.6
8.2
Gruden Acquisition Inc
(g)(x)
Transportation
L+850
1.0
%
8/18/23
10.0
9.8
9.9
Invictus
(g)(x)
Materials
L+675
0.0
%
3/30/26
0.6
0.6
0.5
LBM Borrower LLC
(g)(x)
Capital Goods
L+925
1.0
%
8/20/23
21.3
21.2
21.0
MedAssets Inc
(e)(g)
Health Care Equipment & Services
L+975
1.0
%
4/20/23
63.0
61.9
53.1
Misys Ltd
(g)(l)(x)
Software & Services
L+725
1.0
%
6/13/25
6.2
6.2
6.1
NBG Home
(g)
Consumer Durables & Apparel
L+975
1.0
%
9/30/24
34.2
33.8
20.5
NEP Broadcasting LLC
(g)(x)
Media & Entertainment
L+700
0.0
%
10/19/26
1.0
1.0
0.9
OEConnection LLC
(g)
Software & Services
L+825
0.0
%
9/25/27
34.1
33.7
33.8
Ontic Engineering & Manufacturing Inc
(g)
Capital Goods
L+850
0.0
%
10/29/27
23.2
22.7
22.7
P2 Energy Solutions, Inc.
(g)(x)
Software & Services
L+800
1.0
%
4/30/21
71.3
70.8
69.6
Paradigm Acquisition Corp
(g)(x)
Health Care Equipment & Services
L+750
0.0
%
10/26/26
2.4
2.4
2.4
Peak 10 Holding Corp
(g)(x)
Telecommunication Services
L+725
1.0
%
8/1/25
0.2
0.2
0.1
Petrochoice Holdings Inc
(e)(g)
Capital Goods
L+875
1.0
%
8/21/23
65.0
63.9
64.2
Polyconcept North America Inc
(g)
Household & Personal Products
L+1,000
1.0
%
2/16/24
29.4
28.9
29.7
Pure Fishing Inc
(g)
Consumer Durables & Apparel
L+838
1.0
%
12/31/26
81.1
80.3
69.9
Rise Baking Company
(g)(h)
Food, Beverage & Tobacco
L+800
1.0
%
8/9/26
31.1
30.9
30.6
Sequa Corp
(g)(h)(x)
Materials
L+900
1.0
%
4/28/22
22.0
21.9
21.7
SIRVA Worldwide Inc
(g)(x)
Commercial & Professional Services
L+950
0.0
%
8/3/26
3.8
3.5
3.7
Sorenson Communications LLC
(f)
Telecommunication Services
11.5% PIK (11.5% Max PIK)
4/30/25
16.2
15.7
16.2
Sparta Systems Inc
(g)
Software & Services
L+825
1.0
%
7/27/25
35.1
34.6
30.9
Sungard Availability Services Capital Inc
(g)
Software & Services
L+400, 2.5% PIK (2.5% Max PIK)
1.0
%
11/3/22
2.0
2.0
2.0
See
notes to consolidated financial statements.
100
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2019
(in millions, except share amounts)
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Principal
Amount (c)
Amortized
Cost
Fair
Value (d)
Vestcom International Inc
(g)(h)
Consumer Services
L+800
1.0
%
12/19/24
$
70.5
$
70.0
$
70.5
WireCo WorldGroup Inc
(g)(h)(x)
Capital Goods
L+900
1.0
%
9/30/24
13.7
13.7
12.5
Wittur Holding GmbH
(g)(l)
Capital Goods
E+850, 0.5% PIK (0.5% Max PIK)
0.0
%
9/23/27
56.3
59.9
61.3
Z Gallerie LLC
(g)(y)
Retailing
12.0%
6/20/21
$
2.9
2.9
2.8
Total Senior Secured LoansSecond Lien
1,272.8
1,195.9
Other Senior Secured Debt6.2%
Advanced Lighting Technologies Inc
(g)(n)(w)(z)
Materials
L+1,700 PIK (L+1,700 Max PIK)
1.0
%
10/4/23
31.9
23.6
Angelica Corp
(n)(t)(w)
Health Care Equipment & Services
10.0% PIK (10.0% Max PIK)
12/30/22
43.8
42.3
29.8
Black Swan Energy Ltd
(e)(l)
Energy
9.0%
1/20/24
6.0
6.0
6.1
Cleaver-Brooks Inc
(g)(x)
Capital Goods
7.9%
3/1/23
9.4
9.5
9.4
Enterprise Development Authority
(g)(x)
Consumer Services
12.0%
7/15/24
3.6
3.7
4.1
FourPoint Energy LLC
(e)(f)(g)
Energy
9.0%
12/31/21
74.8
73.8
71.1
JW Aluminum Co
(e)(g)(y)
Materials
10.3%
6/1/26
36.5
36.5
38.3
Lycra
(g)(l)(x)
Consumer Durables & Apparel
7.5%
5/1/25
5.4
5.4
4.4
Maxim Crane Works LP / Maxim Finance Corp
(g)(x)
Capital Goods
10.1%
8/1/24
0.1
0.1
0.1
Mood Media Corp
(f)(g)(y)
Media & Entertainment
L+1,400 PIK (L+1,400 Max PIK)
0.0
%
12/31/23
37.9
36.9
36.4
MultiPlan Inc
(g)(x)
Health Care Equipment & Services
7.1%
6/1/24
1.7
1.8
1.7
Pattonair Holdings Ltd
(g)(l)(x)
Capital Goods
9.0%
11/1/22
8.3
8.4
8.7
Rockport (Relay)
(g)(n)(w)
Consumer Durables & Apparel
15.0% PIK (15.0% Max PIK)
7/31/22
25.8
22.0
0.1
TruckPro LLC
(g)(x)
Capital Goods
11.0%
10/15/24
3.5
3.3
3.6
Velvet Energy Ltd
(g)(l)
Energy
9.0%
10/5/23
7.5
7.5
7.7
Vivint Inc
(g)(x)
Commercial & Professional Services
7.9%
12/1/22
4.2
4.0
4.2
Vivint Inc
(g)(x)
Commercial & Professional Services
7.6%
9/1/23
12.6
12.9
11.9
Z Gallerie LLC
(g)(y)
Retailing
L+650
1.0
%
6/20/22
1.8
1.5
1.4
Total Other Senior Secured Debt
299.2
239.0
Subordinated Debt10.6%
Alion Science & Technology Corp
(e)(g)
Capital Goods
11.0%
8/1/22
68.6
68.1
68.6
Alion Science & Technology Corp
(g)
Capital Goods
11.0%
8/31/22
22.2
21.9
22.2
All Systems Holding LLC
(g)
Commercial & Professional Services
10.0% PIK (10.0% Max PIK)
10/31/22
0.1
0.1
0.1
athenahealth Inc
(g)
Health Care Equipment & Services
L+1,125 PIK (L+1,125 Max PIK)
0.0
%
2/11/27
63.4
63.4
63.9
Byrider Finance LLC
(g)
Automobiles & Components
20.0% PIK (20.0% Max PIK)
3/31/22
1.2
1.2
1.2
ClubCorp Club Operations Inc
(g)(x)
Consumer Services
8.5%
9/15/25
23.4
23.1
20.5
Craftworks Rest & Breweries Group Inc
(g)
Consumer Services
12.0% PIK (12.0% Max PIK)
11/1/24
7.3
7.2
5.5
DEI Sales Inc
(e)(g)
Consumer Durables & Apparel
13.0% PIK (13.0% Max PIK)
2/28/23
77.1
76.6
69.6
Diamond Resorts International Inc
(g)(x)
Consumer Services
10.8%
9/1/24
1.7
1.7
1.8
GFL Environmental Inc
(g)(l)(x)
Commercial & Professional Services
8.5%
5/1/27
6.1
6.2
6.7
Hilding Anders
(g)(l)(n)(w)(z)
Consumer Durables & Apparel
13.0% PIK (13.0% Max PIK)
6/30/21
128.8
129.3
76.8
Hilding Anders
(g)(l)(n)(w)(z)
Consumer Durables & Apparel
12.0% PIK (12.0% Max PIK)
12/31/22
3.8
0.5
0.2
Hilding Anders
(g)(l)(n)(w)(z)
Consumer Durables & Apparel
12.0% PIK (12.0% Max PIK)
12/31/23
44.3
0.9
Hilding Anders
(g)(l)(n)(w)(z)
Consumer Durables & Apparel
18.0% PIK (18.0% Max PIK)
12/31/24
57.6
12.9
3.6
Imagine Communications Corp
(g)
Media & Entertainment
12.5% PIK (12.5% Max PIK)
10/29/20
$
0.8
0.8
0.8
See
notes to consolidated financial statements.
101
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2019
(in millions, except share amounts)
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Principal
Amount (c)
Amortized
Cost
Fair
Value (d)
Kenan Advantage Group Inc
(g)(x)
Transportation
7.9%
7/31/23
$
5.1
$
5.1
$
5.0
LifePoint Hospitals Inc
(g)(x)
Health Care Equipment & Services
9.8%
12/1/26
8.4
8.4
9.6
Nouryon (fka Akzo Nobel Specialty Chemicals)
(g)(l)(x)
Materials
8.0%
10/1/26
1.5
1.5
1.6
PAREXEL International Corp
(g)(x)
Pharmaceuticals, Biotechnology & Life Sciences
6.4%
9/1/25
0.1
0.1
0.1
Plastipak Holdings Inc
(g)(x)
Materials
6.3%
10/15/25
1.0
1.0
0.9
Ply Gem Holdings Inc
(g)(x)
Capital Goods
8.0%
4/15/26
7.7
7.6
8.1
Quorum Health Corp
(g)(x)
Health Care Equipment & Services
11.6%
4/15/23
4.0
4.0
3.4
SRS Distribution Inc
(g)(x)
Capital Goods
8.3%
7/1/26
7.0
6.9
7.2
Team Health Inc
(g)(x)
Health Care Equipment & Services
6.4%
2/1/25
2.8
2.6
1.9
Vertiv Group Corp
(g)(x)
Technology Hardware & Equipment
9.3%
10/15/24
22.8
22.9
24.5
Vivint Inc
(g)(x)
Commercial & Professional Services
8.8%
12/1/20
4.9
4.9
4.9
Total Subordinated Debt
478.9
408.7
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Principal
Amount (c) /
Shares
Amortized
Cost
Fair
Value (d)
Asset Based Finance19.1%
801 5th Ave, Seattle, Structure Mezzanine
(g)(l)(z)
Real Estate
8.0%, 0.0% PIK (3.0% Max PIK)
12/19/29
$
52.9
$
52.9
$
52.9
801 5th Ave, Seattle, Private Equity
(g)(l)(n)(z)
Real Estate
8,799,177
8.8
8.8
Abacus JV, Private Equity
(g)(l)
Insurance
24,826,951
24.8
24.8
Accelerator Investments Aggregator LP, Private Equity
(g)(l)(n)
Diversified Financials
3,303,010
3.8
3.7
Altavair AirFinance, Private Equity
(g)(l)
Capital Goods
9,582,223
9.6
9.8
AMPLIT JV LP, Limited Partnership Interest
(g)(l)(n)
Diversified Financials
N/A
4.4
0.9
Australis Maritime, Common Stock
(g)(l)(n)
Transportation
9,430,576
9.4
9.4
Bank of Ireland, Class B Credit Linked Floating Rate Note
(j)(l)
Banks
L+1,185
12/4/27
$
15.1
15.1
15.4
Global Jet Capital LLC, Structured Mezzanine
(g)
Commercial & Professional Services
15.0% PIK (15.0% Max PIK)
1/30/25
$
1.1
1.1
1.1
Global Jet Capital LLC, Structured Mezzanine
(g)
Commercial & Professional Services
15.0% PIK (15.0% Max PIK)
4/30/25
$
7.3
6.8
7.3
Global Jet Capital LLC, Structured Mezzanine
(g)
Commercial & Professional Services
15.0% PIK (15.0% Max PIK)
9/3/25
$
1.5
1.4
1.5
Global Jet Capital LLC, Structured Mezzanine
(g)
Commercial & Professional Services
15.0% PIK (15.0% Max PIK)
9/29/25
$
1.4
1.3
1.4
Global Jet Capital LLC, Structured Mezzanine
(f)(g)
Commercial & Professional Services
15.0% PIK (15.0% Max PIK)
12/4/25
$
85.4
79.6
85.4
Global Jet Capital LLC, Structured Mezzanine
(f)(g)(l)
Commercial & Professional Services
15.0% PIK (15.0% Max PIK)
12/4/25
$
19.0
17.7
19.0
Global Jet Capital LLC, Structured Mezzanine
(f)(g)
Commercial & Professional Services
15.0% PIK (15.0% Max PIK)
12/9/25
$
2.0
1.8
2.0
Global Jet Capital LLC, Structured Mezzanine
(f)(g)(l)
Commercial & Professional Services
15.0% PIK (15.0% Max PIK)
12/9/25
$
15.1
14.1
15.1
Global Jet Capital LLC, Structured Mezzanine
(f)
Commercial & Professional Services
15.0% PIK (15.0% Max PIK)
1/29/26
$
7.3
6.8
7.3
Global Jet Capital LLC, Structured Mezzanine
(f)(l)
Commercial & Professional Services
15.0% PIK (15.0% Max PIK)
1/29/26
$
1.6
1.5
1.6
Global Jet Capital LLC, Structured Mezzanine
(g)
Commercial & Professional Services
15.0% PIK (15.0% Max PIK)
4/14/26
$
18.3
17.0
18.3
Global Jet Capital LLC, Structured Mezzanine
(g)
Commercial & Professional Services
15.0% PIK (15.0% Max PIK)
12/2/26
$
18.0
16.7
18.0
Global Jet Capital LLC, Preferred Stock
(f)(g)(n)
Commercial & Professional Services
66,297,064
66.3
8.3
Home Partners JV, Structured Mezzanine
(g)(l)(y)
Real Estate
11.0% PIK (11.0% Max PIK)
3/25/29
$
25.0
25.0
25.0
Home Partners JV, Structured Mezzanine
(l)(v)(y)
Real Estate
11.0% PIK (11.0% Max PIK)
3/25/29
$
18.5
18.5
18.5
See
notes to consolidated financial statements.
102
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2019
(in millions, except share amounts)
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Principal
Amount (c) /
Shares
Amortized
Cost
Fair
Value (d)
Home Partners JV, Common Stock
(g)(l)(n)(y)
Real Estate
12,488,362
$
12.5
$
13.2
Home Partners JV, Private Equity
(g)(l)(n)(x)(y)
Real Estate
585,960
0.6
KKR Central Park Leasing Aggregator L.P., Partnership Interest
(g)(l)
Capital Goods
29.9%
5/31/23
N/A
42.9
54.8
KKR Zeno Aggregator LP (K2 Aviation), Partnership Interest
(g)(l)
Capital Goods
18,232,157
18.2
21.5
Lenovo Group Ltd, Structured Mezzanine
(g)(l)
Technology Hardware & Equipment
8.0%
6/22/22
7.4
8.4
8.3
Lenovo Group Ltd, Structured Mezzanine
(g)(l)
Technology Hardware & Equipment
12.0%
6/22/22
4.7
5.3
5.3
Orchard Marine Limited, Class B Common Stock
(g)(l)(n)(y)
Transportation
1,964
3.1
Orchard Marine Limited, Series A Preferred Stock
(g)(l)(n)(y)
Transportation
62,976
62.0
22.7
Rampart CLO 2007 1A Class Subord.
(g)(l)(n)
Diversified Financials
10/25/21
$
10.0
0.1
Sofi Lending Corp, 2019-C R1
(g)(l)
Diversified Financials
11/16/48
$
21.2
12.0
12.1
Star Mountain Diversified Credit Income Fund III, LP, Private Equity
(l)(p)
Diversified Financials
5,000,000
5.0
8.1
Toorak Capital Funding LLC, Membership Interest
(g)(l)(z)
Diversified Financials
N/A
4.2
5.3
Toorak Capital LLC, Membership Interest
(g)(z)
Diversified Financials
N/A
188.7
240.5
Wind River CLO Ltd. 2012 1A Class Subord. B
(g)(l)(n)
Diversified Financials
1/15/26
$
42.5
12.0
8.1
Total Asset Based Finance
779.3
755.5
Unfunded Asset Based Finance Commitments
(18.5
)
(18.5
)
Net Asset Based Finance
760.8
737.0
Strategic Credit Opportunities, LLC12.4%
Strategic Credit Opportunities Partners, LLC
(g)(l)(z)
Diversified Financials
$
490.9
490.9
479.0
Total Strategic Credit Opportunities Partners
490.9
479.0
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Number of
Shares
Amortized
Cost
Fair
Value (d)
Equity/Other14.8% (m)
Advanced Lighting Technologies Inc, Common Stock
(g)(n)(z)
Materials
587,637
$
16.5
$
Advanced Lighting Technologies Inc, Warrant
(g)(n)(z)
Materials
10/4/27
9,262
0.1
Alion Science & Technology Corp, Class A Membership Interest
(g)(n)
Capital Goods
N/A
7.4
10.7
All Systems Holding LLC, Common Stock
(g)(n)
Commercial & Professional Services
586,763
0.6
0.8
AltEn, LLC, Membership Units
(n)(s)(y)
Energy
2,384
3.0
Amtek Global Technology Pte Ltd, Ordinary Shares
(j)(l)(n)(z)
Automobiles & Components
5,735,799,959
30.7
5.2
Amtek Global Technology Pte Ltd, Trade Claim
(j)(l)(n)(z)
Automobiles & Components
1,190,759
1.0
0.6
Angelica Corp, Limited Partnership Interest
(n)(t)
Health Care Equipment & Services
877,044
47.6
Ap Plasman Inc, Warrant
(g)(l)(n)
Capital Goods
5/25/26
6,985
2.5
1.5
Ascent Resources Utica Holdings LLC / ARU Finance Corp, Common Stock
(n)(o)
Energy
10,193
9.7
2.7
See
notes to consolidated financial statements.
103
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2019
(in millions, except share amounts)
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Number of
Shares
Amortized
Cost
Fair
Value (d)
Ascent Resources Utica Holdings LLC / ARU Finance Corp, Trade Claim
(o)
Energy
86,607,143
$
19.4
$
23.0
ASG Technologies, Common Stock
(g)(n)(y)
Software & Services
1,149,421
23.4
56.5
ASG Technologies, Warrant
(g)(n)(y)
Software & Services
6/27/22
229,541
6.5
6.3
Aspect Software Inc, Common Stock
(g)(n)
Software & Services
161,261
0.3
0.3
Aspect Software Inc, Warrant
(g)(n)
Software & Services
1/15/24
161,008
Belk Inc, Units
(g)(n)
Retailing
1,642
7.8
3.1
Bellatrix Exploration Ltd, Warrant
(g)(l)(n)
Energy
9/11/23
127,489
Byrider Finance LLC, Common Stock
(g)(n)
Automobiles & Components
833
Cengage Learning, Inc, Common Stock
(g)(n)
Media & Entertainment
227,802
7.5
4.2
Charlotte Russe Inc, Common Stock
(g)(n)(y)
Retailing
22,575
12.5
Chisholm Oil & Gas Operating LLC, Series A Units
(n)(p)
Energy
75,000
0.1
CSafe Global, Common Stock
(g)(n)
Capital Goods
391,300
0.4
0.6
CTI Foods Holding Co LLC, Common Stock
(g)(n)
Food, Beverage & Tobacco
5,836
0.7
0.5
DEI Sales Inc, Class A Units
(g)(n)
Consumer Durables & Apparel
649,538
1.1
0.1
DEI Sales Inc, Series I Units
(g)(n)
Consumer Durables & Apparel
308,948
0.5
0.1
DEI Sales Inc, Series II Units
(n)(p)
Consumer Durables & Apparel
316,770
0.5
0.1
Directed LLC, Warrant
(g)(n)
Consumer Durables & Apparel
12/31/25
649,538
Empire Today LLC, Common Stock
(g)(n)
Retailing
375
1.1
2.1
FourPoint Energy LLC, Common Stock, Class CIIA Units
(n)(p)
Energy
21,000
21.0
2.2
FourPoint Energy LLC, Common Stock, Class D Units
(n)(p)
Energy
3,937
2.6
0.4
FourPoint Energy LLC, Common Stock, Class EII Units
(n)(p)
Energy
48,025
12.0
5.0
FourPoint Energy LLC, Common Stock, Class EIII Units
(n)(p)
Energy
70,875
17.7
7.4
Fronton BV, Common Stock
(n)(p)(y)
Consumer Services
14,943
1.4
Genesys Telecommunications Laboratories Inc, Class A Shares
(g)(n)
Technology Hardware & Equipment
40,529
Genesys Telecommunications Laboratories Inc, Class A1A5 Shares
(g)(n)
Technology Hardware & Equipment
3,463,150
0.1
1.0
Genesys Telecommunications Laboratories Inc, Ordinary Shares
(g)(n)
Technology Hardware & Equipment
41,339
Genesys Telecommunications Laboratories Inc, Ordinary Shares
(g)(n)
Technology Hardware & Equipment
2,768,806
Genesys Telecommunications Laboratories Inc, Preferred Stock
(g)(n)
Technology Hardware & Equipment
1,050,465
Harvey Industries Inc, Common Stock
(g)(n)
Capital Goods
2,333,333
2.3
5.8
Hilding Anders, ARLE PIK Interest
(g)(l)(n)(w)(z)
Consumer Durables & Apparel
12.0% PIK (12.0% Max PIK)
12/31/22
4,826,149
Hilding Anders, Class A Common Stock
(g)(l)(n)(z)
Consumer Durables & Apparel
4,503,411
0.1
See
notes to consolidated financial statements.
104
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2019
(in millions, except share amounts)
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Number of
Shares
Amortized
Cost
Fair
Value (d)
Hilding Anders, Class B Common Stock
(g)(l)(n)(z)
Consumer Durables & Apparel
574,791
$
$
Hilding Anders, Class C Common Stock
(g)(l)(n)(z)
Consumer Durables & Apparel
213,201
Hilding Anders, Equity Options
(g)(l)(n)(z)
Consumer Durables & Apparel
12/31/20
236,160,807
15.0
1.3
HM Dunn Co Inc, Preferred Stock, Series A
(g)(n)(y)
Capital Goods
214
HM Dunn Co Inc, Preferred Stock, Series B
(g)(n)(y)
Capital Goods
214
Home Partners of America Inc, Common Stock
(g)(n)(y)
Real Estate
81,625
83.6
134.1
Home Partners of America Inc, Warrant
(g)(n)(y)
Real Estate
8/7/24
2,675
0.3
2.0
Imagine Communications Corp, Common Stock
(g)(n)
Media & Entertainment
33,034
3.8
4.1
JHC Acquisition LLC, Common Stock
(g)(n)
Capital Goods
483
0.5
0.8
Jones Apparel Holdings, Inc., Common Stock
(g)(n)
Consumer Durables & Apparel
5,451
0.9
JSS Holdings Ltd, Net Profits Interest
(g)(n)
Capital Goods
40
1.2
JW Aluminum Co, Common Stock
(f)(g)(n)(y)
Materials
1,474
JW Aluminum Co, Preferred Stock
(f)(g)(y)
Materials
12.5%
PIK
2/15/28
8,404
90.4
127.2
Keystone Australia Holdings Pty Limited, Residual Claim
(g)(l)(n)
Consumer Services
N/A
6.5
0.1
KKR BPT Holdings Aggregator LLC, Membership Interest
(g)(l)(n)(z)
Diversified Financials
N/A
17.6
MB Precision Holdings LLC, Preferred Stock
(n)(p)(y)
Capital Goods
8,952,623
1.9
1.2
MB Precision Holdings LLC, Class A2 Units
(n)(p)(y)
Capital Goods
1,426,110
0.5
Micronics Filtration Holdings Inc, Common Stock
(g)(n)
Capital Goods
53,073
0.6
Micronics Filtration Holdings Inc, Preferred Stock, Series A
(g)(n)
Capital Goods
55
0.6
Micronics Filtration Holdings Inc, Preferred Stock, Series B
(g)(n)
Capital Goods
23
0.2
Mood Media Corp, Common Stock
(g)(n)(y)
Media & Entertainment
16,243,967
11.8
0.9
NBG Home, Common Stock
(g)(n)
Consumer Durables & Apparel
1,903
2.6
Nine West Holdings Inc, Common Stock
(g)(n)
Consumer Durables & Apparel
5,451
6.5
North Haven Cadence Buyer Inc, Common Stock
(g)(n)
Consumer Services
1,041,667
1.0
2.3
One Call Care Management Inc, Common Stock
(g)(n)(y)
Insurance
4,370,566,806
3.0
3.0
One Call Care Management Inc, Preferred Stock A
(g)(n)(y)
Insurance
466,194
32.3
32.3
One Call Care Management Inc, Preferred Stock B
(g)(y)
Insurance
9.0% PIK (9.0% Max PIK)
10/25/29
9,615,247
9.8
9.8
Petroplex Acidizing Inc, Preferred Stock A
(g)(y)
Energy
2.0%, 0.0% PIK (2.0% Max PIK)
24,258,500
4.2
4.2
Petroplex Acidizing Inc, Warrant
(g)(n)(y)
Energy
12/15/26
8
Polyconcept North America Inc, Class A1 Units
(g)(n)
Household & Personal Products
29,376
2.9
5.9
Power Distribution Inc, Common Stock
(g)(n)
Capital Goods
1,941,431
1.7
0.8
Proserv Acquisition LLC, Class A Common Units
(g)(l)(n)(y)
Energy
2,635,005
33.5
14.4
Proserv Acquisition LLC, Class A Preferred Units
(g)(l)(n)(y)
Energy
837,780
5.4
9.5
Ridgeback Resources Inc, Common Stock
(f)(l)(n)
Energy
324,954
2.0
1.7
Rockport (Relay), Warrant
(g)(n)
Consumer Durables & Apparel
8/2/28
1,215,682
Safariland LLC, Common Equity
(f)(n)(y)
Capital Goods
29,536
3.0
6.4
Sequential Brands Group Inc., Common Stock
(g)(x)
Consumer Durables & Apparel
206,664
2.8
0.1
Sorenson Communications LLC, Common Stock
(f)(n)
Telecommunication Services
46,163
35.5
See
notes to consolidated financial statements.
105
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2019
(in millions, except share amounts)
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Number of
Shares
Amortized
Cost
Fair
Value (d)
SSC (Lux) Limited S.a r.l., Common Stock
(g)(l)(n)
Health Care Equipment & Services
113,636
$
2.3
$
3.5
Stuart Weitzman Inc, Common Stock
(g)(n)
Consumer Durables & Apparel
5,451
Sungard Availability Services Capital Inc, Common Stock
(f)(g)(n)
Software & Services
44,857
3.1
2.9
Sunnova Energy International Inc, Common Stock
(g)(n)(x)
Energy
97,515
1.1
1.1
ThermaSys Corp, Common Stock
(e)(f)(g)(n)(y)
Capital Goods
17,383,026
10.2
6.9
ThermaSys Corp, Preferred Stock
(g)(n)(y)
Capital Goods
1,529
1.7
1.5
Towergate, Preferred Stock
(g)(l)(n)
Insurance
6,113,719
9.1
9.6
Towergate, Ordinary Shares
(g)(l)(n)
Insurance
16,450
Towergate, Ordinary Shares
(g)(l)(n)
Insurance
116,814
0.2
0.2
Trace3 Inc, Common Stock
(g)(n)
Software & Services
19,312
0.2
0.7
Versatile Processing Group Inc, Class A2 Units
(f)(n)
Materials
3,637,500
3.6
0.3
Warren Resources Inc, Common Stock
(g)(n)
Energy
113,515
0.5
0.3
Z Gallerie LLC, Common Stock
(g)(n)(y)
Retailing
1,862,460
0.7
0.7
Zeta Interactive Holdings Corp, Preferred Stock, Series E1
(g)(n)
Software & Services
215,662
1.7
2.5
Zeta Interactive Holdings Corp, Preferred Stock, Series F
(g)(n)
Software & Services
196,151
1.7
2.2
Zeta Interactive Holdings Corp, Warrant
(g)(n)
Software & Services
4/20/27
29,422
0.1
Total Equity/Other
637.7
572.9
TOTAL INVESTMENTS190.3%
$
7,809.0
7,356.6
LIABILITIES IN EXCESS OF OTHER
ASSETS(90.3%)
(3,490.6
)
NET ASSETS100%
$
3,866.0
Foreign currency forward contracts
Foreign Currency
Settlement
Date
Counterparty
Amount and
Transaction
US$ Value at
Settlement Date
US$ Value at
December
31, 2019
Unrealized Appreciation
(Depreciation)
GBP
1/11/2023
JP Morgan Chase Bank
£
7.0 Sold
$
9.4
$
9.5
$
(0.1
)
GBP
1/11/2023
JP Morgan Chase Bank
£
1.9 Sold
2.9
2.6
0.3
GBP
1/11/2023
JP Morgan Chase Bank
£
1.7 Sold
2.6
2.3
0.3
GBP
1/11/2023
JP Morgan Chase Bank
£
3.4 Sold
4.8
4.6
0.2
GBP
1/11/2023
JP Morgan Chase Bank
£
1.4 Sold
1.9
1.9
GBP
10/13/2021
JP Morgan Chase Bank
£
3.4 Sold
4.6
4.6
EUR
7/17/2023
JP Morgan Chase Bank
1.3 Sold
1.7
1.6
0.1
Total
$
27.9
$
27.1
$
0.8
(a)
Security may be an obligation of one or more entities affiliated with the named company.
See
notes to consolidated financial statements.
106
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2019
(in millions, except share amounts)
(b)
Certain variable rate securities in the Companys portfolio bear interest at a rate determined by a publicly disclosed base rate plus a
basis point spread. As of December 31, 2019, the three-month London Interbank Offered Rate, or LIBOR or L, was 1.91%, the Euro Interbank Offered Rate, or EURIBOR, was (0.38)% and the U.S. Prime Lending Rate, or Prime, was 4.75%. PIK
means paid-in-kind. PIK income accruals may be adjusted based on the fair value of the underlying investment.
(c)
Denominated in U.S. dollars unless otherwise noted.
(d)
Fair value determined by the Companys board of directors (see Note 8).
(e)
Security or portion thereof held within Locust Street Funding LLC and is pledged as collateral supporting the amounts outstanding under the
term loan facility with JPMorgan Chase Bank, N.A. (see Note 9).
(f)
Security or portion thereof held within Race Street Funding LLC and is pledged as collateral supporting the amounts outstanding under the
revolving credit facility with ING Capital LLC (see Note 9).
(g)
Security or portion thereof is pledged as collateral supporting the amounts outstanding under the Senior Secured Revolving Credit Facility
(see Note 9).
(h)
Security or portion thereof held within FS KKR MM CLO 1 LLC (see Note 9).
(i)
Security or portion thereof was held within CCT Tokyo Funding LLC and was pledged as collateral supporting the amounts outstanding under the
revolving credit facility with Sumitomo Mitsui Banking Corporation (see Note 9).
(j)
Security or portion thereof was held within CCT Dublin Funding Limited
(k)
Position or portion thereof unsettled as of December 31, 2019.
(l)
The investment is not a qualifying asset under the Investment Company Act of 1940, as amended. A business development company may not acquire
any asset other than qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the companys total assets. As of December 31, 2019, 82.8% of the Companys total assets represented
qualifying assets.
(m)
Listed investments may be treated as debt for GAAP or tax purposes.
(n)
Security is non-income producing.
(o)
Security held within IC American Energy Investments, Inc., a wholly-owned subsidiary of the Company.
(p)
Security held within FSIC Investments, Inc., a wholly-owned subsidiary of the Company.
(q)
Security held within IC Arches Investments LLC, a wholly-owned subsidiary of the Company.
(r)
Security held within IC Altus Investments, LLC, a wholly-owned subsidiary of the Company.
(s)
Security held within CCT Holdings, LLC, a wholly-owned subsidiary of the Company.
(t)
Security held within CCT Holdings II, LLC, a wholly-owned subsidiary of the Company.
(u)
Security held within FCF, LLC, a wholly-owned subsidiary of the Company.
(v)
Security is an unfunded commitment. Reflects the stated spread at the time of commitment, but may not be the actual rate received upon
funding.
(w)
Asset is on non-accrual status.
(x)
Security is classified as Level 1 or 2 in the Companys fair value hierarchy (see Note 8).
See
notes to consolidated financial statements.
107
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2019
(in millions, except share amounts)
(y)
Under the Investment Company Act of 1940, as amended, the Company generally is deemed to be an affiliated person of a portfolio
company if it owns 5% or more of the portfolio companys voting securities and generally is deemed to control a portfolio company if it owns more than 25% of the portfolio companys voting securities or it has the power to
exercise control over the management or policies of such portfolio company. As of December 31, 2019, the Company held investments in portfolio companies of which it is deemed to be an affiliated person but is not deemed to
control. The following table presents certain information with respect to investments in portfolio companies of which the Company was deemed to be an affiliated person for the year ended December 31, 2019:
Portfolio Company
Fair Value at
December 31,
2018
Gross
Additions (1)
Gross
Reductions (2)
Net Realized
Gain (Loss)
Net Change in
Unrealized
Appreciation
(Depreciation)
Fair Value at
December 31,
2019
Interest
Income (3)
PIK
Income (3)
Senior Secured LoansFirst Lien
AltEn, LLC
$
2.9
$
$
$
$
(1.4
)
$
1.5
$
$
Aspect Software Inc (4)
2.7
(3.7
)
1.0
Aspect Software Inc (4)
0.5
(0.7
)
0.2
Charlotte Russe Inc
3.5
(1.2
)
(8.2
)
5.9
HM Dunn Co Inc
0.1
0.3
0.4
HM Dunn Co Inc
0.1
0.1
MB Precision Holdings LLC
4.6
0.3
(0.1
)
(0.2
)
4.6
0.6
0.1
One Call Care Management Inc
12.1
(19.6
)
11.7
0.4
4.6
0.7
Petroplex Acidizing Inc
23.1
(0.9
)
22.2
2.2
0.4
Safariland LLC (6)
2.8
(0.2
)
2.6
0.2
Safariland LLC (6)
123.3
(7.1
)
116.2
12.6
ThermaSys Corp
6.7
0.5
(0.1
)
(0.7
)
6.4
0.5
Senior Secured LoansSecond Lien
Z Gallerie LLC
2.9
(0.1
)
2.8
0.2
Other Senior Secured Debt
JW Aluminum Co (5)
36.5
1.8
38.3
3.7
Mood Media Corp
26.6
44.3
(33.9
)
(0.6
)
36.4
4.1
1.1
Rockport (Relay) (4)
9.9
(30.9
)
21.0
Z Gallerie LLC
1.5
(0.1
)
1.4
0.1
Asset Based Finance
Home Partners JV, Structured Mezzanine
25.0
25.0
1.9
Home Partners JV, Common Stock
12.5
0.7
13.2
Home Partners JV, Private Equity
0.6
(0.6
)
Orchard Marine Limited, Class B Common Stock
Orchard Marine Limited, Series A Preferred Stock
32.1
4.0
(13.4
)
22.7
Equity/Other
AltEn, LLC, Membership Units
ASG Technologies, Common Stock
85.8
(30.0
)
17.0
(16.3
)
56.5
ASG Technologies, Warrants
6.7
(0.4
)
6.3
Aspect Software Inc, Common Stock (4)
(10.5
)
10.5
Charlotte Russe Inc, Common Stock
Fronton BV, Common Stock
1.4
1.4
See
notes to consolidated financial statements.
108
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2019
(in millions, except share amounts)
Portfolio Company
Fair Value at
December 31,
2018
Gross
Additions (1)
Gross
Reductions (2)
Net Realized
Gain (Loss)
Net Change in
Unrealized
Appreciation
(Depreciation)
Fair Value at
December 31,
2019
Interest
Income (3)
PIK
Income (3)
HM Dunn Co Inc, Preferred Stock, Series A
$
$
$
$
$
$
$
$
HM Dunn Co Inc, Preferred Stock, Series B
Home Partners of America Inc, Common Stock
129.8
(30.0
)
11.7
22.6
134.1
Home Partners of America Inc, Warrant
1.1
0.9
2.0
JW Aluminum Co, Common Stock (5)
JW Aluminum Co, Preferred Stock (5)
90.4
36.8
127.2
0.9
14.0
MB Precision Holdings LLC, Class A2 Units
MB Precision Holdings LLC, Preferred Stock
1.2
0.1
(0.1
)
1.2
Mood Media Corp, Common Stock
14.8
(13.9
)
0.9
One Call Care Management Inc, Common Stock
3.0
3.0
One Call Care Management Inc, Preferred Stock A
32.3
32.3
One Call Care Management Inc, Preferred Stock B
9.8
9.8
0.2
Petroplex Acidizing Inc, Preferred Stock A
4.2
4.2
Petroplex Acidizing Inc, Warrant
Proserv Acquisition LLC, Class A Common Units
8.8
5.6
14.4
Proserv Acquisition LLC, Class A Preferred Units
9.5
9.5
Rockport (Relay), Class A
Units (4)
Safariland LLC, Common Equity (6)
3.0
3.4
6.4
ThermaSys Corp, Common Stock
9.4
0.8
(3.3
)
6.9
ThermaSys Corp, Preferred Stock
1.5
0.2
(0.2
)
1.5
Z Gallerie LLC, Common Stock
0.7
0.7
Total
$
358.2
$
434.0
$
(161.6
)
$
32.2
$
53.9
$
716.7
$
27.9
$
15.6
(1)
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest, the amortization of
unearned income, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.
(2)
Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or
sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.
(3)
Interest and PIK income presented for the full year ended December 31, 2019.
(4)
The Company held this investment as of December 31, 2019 but it was not deemed to be an affiliated person of the portfolio
company or deemed to control the portfolio company as of December 31, 2019. Transfers in or out have been presented at amortized cost.
(5)
The Company held this investment as of December 31, 2018 but it was deemed to control the portfolio company as of
December 31, 2018. Transfers in or out have been presented at amortized cost.
(6)
The Company held this investment as of December 31, 2018 but it was not deemed to be an affiliated person of the portfolio
company or deemed to control the portfolio company as of December 31, 2018. Transfers in or out have been presented at amortized cost.
See
notes to consolidated financial statements.
109
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2019
(in millions, except share amounts)
(z)
Under the Investment Company Act of 1940, as amended, the Company generally is deemed to control a portfolio company if it owns
more than 25% of the portfolio companys voting securities or it has the power to exercise control over the management or policies of such portfolio company. As of December 31, 2019, the Company held investments in one portfolio company of
which it is deemed to be an affiliated person and deemed to control. During the year ended December 31, 2019, the Company disposed of investments in one portfolio of which it was deemed to be an affiliated
person and deemed to control. The following table presents certain information with respect to investments in portfolio companies of which the Company was deemed to be an affiliated person and deemed to control for the year ended
December 31, 2019:
Portfolio Company
Fair Value at
December
31,
2018
Gross
Additions (1)
Gross
Reductions (2)
Net Realized
Gain (Loss)
Net Change
in
Unrealized
Appreciation
(Depreciation)
Fair Value at
December 31,
2019
Interest
Income (3)
PIK
Income (3)
Dividend
Income (3)
Senior Secured LoansFirst Lien
Advanced Lighting Technologies Inc
$
20.2
$
0.6
$
(0.2
)
$
$
(7.5
)
$
13.1
$
2.5
$
$
Amtek Global Technology Pte Ltd
56.4
(1.1
)
55.3
2.8
Senior Secured LoansSecond Lien
Amtek Global Technology Pte Ltd
37.6
(5.4
)
32.2
1.9
Amtek Global Technology Pte Ltd
4.6
(0.5
)
4.1
Other Senior Secured Debt
Advanced Lighting Technologies Inc
8.0
(8.0
)
JW Aluminum Co (4)
36.4
(36.5
)
0.1
Subordinated Debt
Hilding Anders
81.0
4.3
(8.5
)
76.8
4.2
Hilding Anders
0.5
(0.3
)
0.2
Hilding Anders
Hilding Anders
7.2
(3.6
)
3.6
Asset Based Finance
801 5th Ave, Seattle, Structure Mezzanine
52.9
52.9
0.2
801 5th Ave, Seattle, Private Equity
8.8
8.8
Comet Aircraft S.a.r.l., Common Stock
32.4
(36.0
)
1.5
2.1
3.3
Toorak Capital LLC, Membership Interest
4.2
1.1
5.3
Toorak Capital LLC, Membership Interest
127.4
103.5
(28.6
)
38.2
240.5
11.8
Strategic Credit Opportunities Partners, LLC
Strategic Credit Opportunities Partners, LLC
299.3
196.9
(17.2
)
479.0
45.4
Equity/Other
Advanced Lighting Technologies Inc, Common
Stock (4)
Advanced Lighting Technologies Inc,
Warrant (4)
Amtek Global Technology Pte Ltd, Ordinary Shares
26.4
(21.2
)
5.2
Amtek Global Technology Pte Ltd, Trade Claim
2.6
(1.8
)
(0.2
)
0.6
Hilding Anders, ARLE PIK Interest
Hilding Anders, Class A Common Stock
Hilding Anders, Class B Common Stock
Hilding Anders, Class C Common Stock
Hilding Anders, Equity Options
2.6
(1.3
)
1.3
JW Aluminum Co, Common Stock (4)
See
notes to consolidated financial statements.
110
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2019
(in millions, except share amounts)
Portfolio Company
Fair Value at
December
31,
2018
Gross
Additions (1)
Gross
Reductions (2)
Net Realized
Gain (Loss)
Net Change
in
Unrealized
Appreciation
(Depreciation)
Fair Value at
December 31,
2019
Interest
Income (3)
PIK
Income (3)
Dividend
Income (3)
JW Aluminum Co, Preferred Stock (4)
$
75.8
$
$
(75.7
)
$
$
(0.1
)
$
$
$
$
KKR BPT Holdings Aggregator LLC, Membership Interest
(1.4
)
1.4
Total
$
812.4
$
377.2
$
(178.8
)
$
1.3
$
(33.2
)
$
978.9
$
10.7
$
4.2
$
57.2
(1)
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest, the amortization of
unearned income, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.
(2)
Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or
sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.
(3)
Interest, PIK and dividend income presented for the full year ended December 31, 2019.
(4)
The Company held this investment as of December 31, 2019 but it was not deemed to control the portfolio company as of
December 31, 2019. Transfers in or out have been presented at amortized cost.
See
notes to consolidated financial statements.
111
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements
(in millions, except share and per share amounts)
Note 1. Principal Business and Organization
FS KKR Capital Corp. (NYSE: FSK), or the Company, was incorporated under the general corporation laws of the State of
Maryland on December 21, 2007 and formally commenced investment operations on January 2, 2009. The Company is an externally managed, non-diversified,
closed-end management investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940, as amended, or the 1940 Act. In addition, the
Company has elected to be treated for U.S. federal income tax purposes, and intends to qualify annually, as a regulated investment company, or RIC, as defined under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code. As of
December 31, 2020, the Company had various wholly-owned subsidiaries, including special-purpose financing subsidiaries and subsidiaries through which it holds interests in portfolio companies. The consolidated financial statements include both
the Companys accounts and the accounts of its wholly-owned subsidiaries as of December 31, 2020. All intercompany transactions have been eliminated in consolidation. Certain of the Companys consolidated subsidiaries are subject to
U.S. federal and state income taxes.
The Companys investment objectives are to generate current income and, to a lesser
extent, long-term capital appreciation. The Companys portfolio is comprised primarily of investments in senior secured loans and second lien secured loans of private middle-market U.S. companies and, to a lesser extent, subordinated loans and
certain asset-based financing loans of private U.S. companies. In addition, a portion of the Companys portfolio may be comprised of equity and equity-related securities, corporate bonds, structured products, other debt securities and
derivatives, including total return swaps and credit default swaps.
The Company is externally managed by FS/KKR Advisor, LLC,
or the Advisor, pursuant to an investment advisory agreement, dated as of December 20, 2018, or the investment advisory agreement. On April 9, 2018, GSO / Blackstone Debt Funds Management LLC, or GDFM, resigned as the investment sub-adviser to the Company and terminated the investment sub-advisory agreement, or the investment sub-advisory agreement, between FB
Income Advisor, LLC, or FB Advisor, and GDFM, effective April 9, 2018. In connection with GDFMs resignation as the investment sub-adviser to the Company, on April 9, 2018, the Company entered
into an investment advisory agreement, or the prior investment advisory agreement, with the Advisor. The prior investment advisory agreement replaced the amended and restated investment advisory agreement, dated July 17, 2014, or the FB Advisor
investment advisory agreement, by and between the Company and FB Advisor.
On December 19, 2018, the Company completed its
acquisition, or the 2018 Merger, of Corporate Capital Trust, Inc., or CCT, pursuant to that certain Agreement and Plan of Merger, or the 2018 Merger Agreement, dated as of July 22, 2018, by and among the Company, CCT, IC Acquisition, Inc., a
former wholly-owned subsidiary of the Company, or Merger Sub, and the Advisor. See Note 13 for a discussion of the 2018 Merger.
On June 15, 2020, the Company filed Articles of Amendment to its Articles of Incorporation, or the Reverse Stock Split Amendment,
with the State Department of Assessments and Taxation of the State of Maryland to effect a 4 to 1 reverse split of the Companys shares of common stock, or the Reverse Stock Split. The Reverse Stock Split became effective in accordance with the
terms of the Reverse Stock Split Amendment on June 15, 2020.
112
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 1. Principal Business and
Organization (continued)
The Reverse Stock Split affected all shareholders uniformly and did not alter any
shareholders percentage interest in the Companys equity, except to the extent that the Reverse Stock Split resulted in some shareholders owning a fractional share. In that regard, no fractional shares were issued in connection with the
Reverse Stock Split. Shareholders of record who would have otherwise been entitled to receive a fractional share instead received a cash payment based on the closing price of the Companys common stock as reported on the NYSE as of
June 15, 2020. A summary of the Companys weighted average number of shares of common stock outstanding and earnings per share after adjusting for the Reverse Stock Split is as follows:
Year Ended
December 31,
2019
Year Ended
December 31,
2018
Weighted average number of shares of common stock outstanding (as previously reported)
518,946,741
251,377,426
Weighted average number of shares of common stock outstanding (as adjusted)
129,736,685
62,844,356
Net investment income per share (as previously reported)
$
0.79
$
0.82
Net investment income per share (as adjusted)
$
3.16
$
3.26
Earnings per share (as previously reported)
$
0.47
$
2.26
Earnings per share (as adjusted)
$
1.90
$
9.05
On November 23, 2020, the Company entered into an Agreement and Plan of Merger, or the 2020 Merger
Agreement, with FS KKR Capital Corp II., a Maryland corporation, or FSKR and, together with the Company, the Funds, Rocky Merger Sub, Inc., a Maryland corporation and wholly-owned subsidiary of the Company, or Merger Sub, and the Advisor. The 2020
Merger Agreement provides that, subject to the conditions set forth in the 2020 Merger Agreement, Merger Sub will merge with and into FSKR, with FSKR continuing as the surviving company and as a wholly-owned subsidiary of the Company, or the First
Merger, and, immediately thereafter, FSKR will merge with and into the Company, with the Company continuing as the surviving company or, together with the First Merger, the 2021 Merger. See Note 14 for additional information.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation: The accompanying audited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States
of America, or GAAP. The Company is considered an investment company under GAAP and follows the accounting and reporting guidance applicable to investment companies under Financial Accounting Standards Board, or the FASB, Accounting Standards
Codification Topic 946, Financial ServicesInvestment Companies . The Company has evaluated the impact of subsequent events through the date the consolidated financial statements were issued and filed with the U.S. Securities and Exchange
Commission, or the SEC.
Use of Estimates: The preparation of the consolidated financial statements in conformity with
GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents:
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. All cash balances are maintained with high credit quality financial institutions, which are members of the Federal Deposit
Insurance Corporation.
Valuation of Portfolio Investments: The Company determines the net asset value of its investment
portfolio each quarter. Securities are valued at fair value as determined in good faith by the Companys board of directors. In connection with that determination, the Advisor provides the Companys board of directors with portfolio
company valuations which are based on relevant inputs, including, but not limited to, indicative dealer quotes, values of like securities, recent portfolio company financial statements and forecasts, and valuations prepared by independent
third-party valuation services.
Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure , or
ASC Topic 820, issued by the FASB clarifies the definition of fair value and requires companies to expand their disclosure about the use of fair value to measure assets and liabilities in interim and annual periods subsequent to initial recognition.
ASC Topic 820 defines fair value as
113
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 2. Summary of Significant Accounting
Policies (continued)
the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 also
establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, which includes inputs
such as quoted prices for similar securities in active markets and quoted prices for identical securities where there is little or no activity in the market; and Level 3, defined as unobservable inputs for which little or no market data exists,
therefore requiring an entity to develop its own assumptions.
With respect to investments for which market quotations are not
readily available, the Company undertakes a multi-step valuation process each quarter, as described below:
the Companys quarterly fair valuation process begins by the Advisor providing financial and operating information with respect to each portfolio
company or investment to the Companys independent third-party valuation service providers;
the Companys independent third-party valuation service providers review this information, along with other public and private information, and
provide the Advisor with a valuation range for each portfolio company or investment;
the Advisor then discusses the independent third-party valuation service providers valuation ranges and provides the valuation committee of the
board of directors, or the valuation committee, with a valuation recommendation for each investment, along with supporting materials;
preliminary valuations are then discussed with the valuation committee;
the Companys valuation committee reviews the preliminary valuations and the Advisor, together with the Companys independent third-party
valuation service providers and, if applicable, supplements the preliminary valuations to reflect any comments provided by the valuation committee;
following the completion of its review, the Companys valuation committee recommends that the Companys board of directors approves the fair
valuations determined by the valuation committee; and
the Companys board of directors discusses the valuations and determines the fair value of each such investment in the Companys portfolio in
good faith based on various statistical and other factors, including the input and recommendation of the Advisor, the valuation committee and the Companys independent third-party valuation service providers.
Determination of fair value involves subjective judgments and estimates. Accordingly, these notes to the Companys audited
consolidated financial statements refer to the uncertainty with respect to the possible effect of such valuations and any change in such valuations on the Companys consolidated financial statements. In making its determination of fair value,
the Companys board of directors may use any approved independent third-party pricing or valuation services. However, the Companys board of directors is not required to determine fair value in accordance with the valuation provided by any
single source, and may use any relevant data, including information obtained from the Advisor or any approved independent third-party valuation or pricing service that the Companys board of directors deems to be reliable in determining fair
value under the circumstances. Below is a description of factors that the Advisor, any approved independent third-party valuation services and the Companys board of directors may consider when determining the fair value of the Companys
investments.
Valuation of fixed income investments, such as loans and debt securities, depends upon a number of factors,
including prevailing interest rates for like securities, expected volatility in future interest rates, call features, put features and other relevant terms of the debt. For investments without readily available market prices, the Company may
incorporate these factors into discounted cash flow models to arrive at fair value. Other factors that may be considered include the borrowers ability to adequately service its debt, the fair market value of the borrower in relation to the
face amount of its outstanding debt and the quality of collateral securing the Companys debt investments.
114
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 2. Summary of Significant Accounting
Policies (continued)
For convertible debt securities, fair value generally approximates the fair value of the
debt plus the fair value of an option to purchase the underlying security (i.e., the security into which the debt may convert) at the conversion price. To value such an option, a standard option pricing model may be used.
The Companys equity interests in portfolio companies for which there is no liquid public market are valued at fair value. The
Companys board of directors, in its determination of fair value, may consider various factors, such as multiples of earnings before interest, taxes, depreciation and amortization, or EBITDA, cash flows, net income, revenues or, in limited
instances, book value or liquidation value. All of these factors may be subject to adjustments based upon the particular circumstances of a portfolio company or the Companys actual investment position. For example, adjustments to EBITDA may
take into account compensation to previous owners or acquisition, recapitalization, restructuring or other related items.
The
Advisor, any approved independent third-party valuation services and the Companys board of directors may also consider private merger and acquisition statistics, public trading multiples discounted for illiquidity and other factors, valuations
implied by third-party investments in the portfolio companies or industry practices in determining fair value. The Advisor, any approved independent third-party valuation services and the Companys board of directors may also consider the size
and scope of a portfolio company and its specific strengths and weaknesses, and may apply discounts or premiums, where and as appropriate, due to the higher (or lower) financial risk and/or the smaller size of portfolio companies relative to
comparable firms, as well as such other factors as the Companys board of directors, in consultation with the Advisor and any approved independent third-party valuation services, if applicable, may consider relevant in assessing fair value.
Generally, the value of the Companys equity interests in public companies for which market quotations are readily available is based upon the most recent closing public market price. Portfolio securities that carry certain restrictions on sale
are typically valued at a discount from the public market value of the security.
When the Company receives warrants or other
equity securities at nominal or no additional cost in connection with an investment in a debt security, the cost basis in the investment will be allocated between the debt securities and any such warrants or other equity securities received at the
time of origination. The Companys board of directors subsequently values these warrants or other equity securities received at their fair value.
The Company values certain investments at their net asset value in accordance with practical expedient under ASC Topic 820.
The fair values of the Companys investments are determined in good faith by the Companys board of directors. The Companys board of directors is responsible for the valuation of the
Companys portfolio investments at fair value as determined in good faith pursuant to the Companys valuation policy and consistently applied valuation process. The Companys board of directors has delegated day-to-day responsibility for implementing its valuation policy to the Advisor, and has authorized the Advisor to utilize independent third-party valuation and pricing
services that have been approved by the Companys board of directors. The valuation committee is responsible for overseeing the Advisors implementation of the valuation process.
Revenue Recognition: Security transactions are accounted for on the trade date. The Company records interest income on an accrual
basis to the extent that it expects to collect such amounts. The Company records dividend income on the ex-dividend date. Distributions received from limited liability company (LLC) and limited
partnership (LP) investments are evaluated to determine if the distribution should be recorded as dividend income or a return of capital. The Company does not accrue as a receivable interest or dividends on loans and securities if it has
reason to doubt its ability to collect such income. The Companys policy is to place investments on non-accrual status when there is reasonable doubt that interest income will be collected. The Company
considers many factors relevant to an investment when placing it on or removing it from non-accrual status including, but not limited to, the delinquency status of the investment, economic and business
conditions, the overall financial condition of the underlying investment, the value of the underlying collateral, bankruptcy status, if any, and any other facts or circumstances relevant to the investment. If there is reasonable doubt that the
Company will receive any previously accrued interest, then the accrued interest will be written-off. Payments received on non-accrual investments may be recognized as
income or applied to principal depending upon the collectability of the remaining principal and interest. Non-accrual investments may be restored to accrual status when principal and interest become current
and are likely to remain current based on the Companys judgment.
115
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 2. Summary of Significant Accounting
Policies (continued)
Loan origination fees, original issue discount and market discount are capitalized and
the Company amortizes such amounts as interest income over the respective term of the loan or security. Upon the prepayment of a loan or security, any unamortized loan origination fees and original issue discount are recorded as interest income.
Structuring and other non-recurring upfront fees are recorded as fee income when earned. The Company records prepayment premiums on loans and securities as fee income when it receives such amounts.
For the years ended December 31, 2020 and 2019, the Company recognized $16 and $20, respectively, in structuring fee revenue and
included such revenue in the fee income line item on its consolidated statement of operations.
Net Realized Gains or
Losses, Net Change in Unrealized Appreciation or Depreciation and Net Change in Unrealized Gains or Losses on Foreign Currency: Gains or losses on the sale of investments are calculated by using the specific identification method. The Company
measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering
unamortized fees. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized gains or losses when gains or losses are
realized. Net change in unrealized gains or losses on foreign currency reflects the change in the value of receivables or accruals during the reporting period due to the impact of foreign currency fluctuations.
Capital Gains Incentive Fee: Pursuant to the terms of the investment advisory agreement, the incentive fee on capital gains is
determined and payable in arrears as of the end of each calendar year (or upon termination of the investment advisory agreement). This fee equals 20.0% of the Companys incentive fee capital gains, which shall equal both CCTs and the
Companys realized capital gains (without duplication) on a cumulative basis from inception, calculated as of the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation (without duplication)
on a cumulative basis, less the aggregate amount of any capital gain incentive fees previously paid by CCT and the Company. On a quarterly basis, the Company accrues for the capital gains incentive fee by calculating such fee as if it were due and
payable as of the end of such period.
The Company includes unrealized gains in the calculation of the capital gains incentive
fee expense and related accrued capital gains incentive fee. This accrual reflects the incentive fees that would be payable to the Advisor if the Companys entire portfolio was liquidated at its fair value as of the balance sheet date even
though the Advisor is not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized.
Subordinated Income Incentive Fee: Pursuant to the terms of the investment advisory agreement, the Advisor may also be entitled to receive a subordinated incentive fee on income. The
subordinated incentive fee on income under the investment advisory agreement, which is calculated and payable quarterly in arrears, equals 20.0% of the Companys pre-incentive fee net
investment income for the immediately preceding quarter and is subject to a hurdle rate, expressed as a rate of return on the value of the Companys net assets, equal to 1.75% per quarter, or an annualized hurdle rate of
7.0%. As a result, the Advisor will not earn this incentive fee for any quarter until the Companys pre-incentive fee net investment income for such quarter exceeds the hurdle rate of
1.75%. Once the Companys pre-incentive fee net investment income in any quarter exceeds the hurdle rate, the Advisor will be entitled to
a catch-up fee equal to the amount of the pre-incentive fee net investment income in excess of the hurdle rate, until the Companys pre-incentive fee net investment income for such quarter equals 2.1875%, or 8.75% annually, of net assets. Thereafter, the Advisor will be entitled to receive 20.0% of pre-incentive fee net investment income.
The subordinated incentive fee on
income is subject to a cap equal to (i) 20.0% of the per share pre-incentive fee return for the then-current and eleven preceding calendar quarters minus the cumulative
per share incentive fees accrued and/or payable for the eleven preceding calendar quarters multiplied by (ii) the weighted average number of shares outstanding during the calendar quarter (or any portion thereof) for which
the subordinated incentive fee on income is being calculated. The definitions of per share pre-incentive fee return and per share incentive fees under the investment advisory
agreement take into account the historic per share pre-incentive fee return of both the Company and CCT, together with the historic per share incentive fees paid by both the Company and CCT. For the
purpose of calculating the per share pre-incentive fee return, any unrealized appreciation or depreciation recognized as a result of the purchase accounting for the 2018 Merger is
excluded.
116
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 2. Summary of Significant Accounting
Policies (continued)
Income Taxes: The Company has elected to be treated for U.S. federal income tax
purposes, and intends to qualify annually, as a RIC under Subchapter M of the Code. To qualify for and maintain qualification as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements, as well as distribute to its stockholders, for each tax year, at least 90% of its investment company taxable income, which is generally the
Companys net ordinary income plus the excess, if any, of realized net short-term capital gains over realized net long-term capital losses, determined without regard to any deduction for distributions paid. As a RIC, the Company will not have
to pay corporate-level U.S. federal income taxes on any income that it distributes to its stockholders. The Company intends to make distributions in an amount sufficient to qualify for and maintain its RIC tax status each tax year and to not pay any
U.S. federal income taxes on income so distributed. The Company is also subject to nondeductible federal excise taxes if it does not distribute in respect of each calendar year an amount at least equal to the sum of 98% of net ordinary income, 98.2%
of any capital gain net income, if any, and any recognized and undistributed income from prior years for which it paid no U.S. federal income taxes. The Company accrued $10, $7 and $7 in estimated excise taxes payable in respect of income received
during the years ended December 31, 2020, 2019 and 2018, respectively. During the years ended December 31, 2020, 2019, and 2018, the Company paid $7, $9 and $6, respectively, in excise and other taxes.
The Company evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with
accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax benefits or liabilities in the Companys consolidated financial statements. Recognition of a tax benefit or
liability with respect to an uncertain tax position is required only when the position is more likely than not to be sustained assuming examination by taxing authorities. The Company recognizes interest and penalties, if any, related to
unrecognized tax liabilities as income tax expense in its consolidated statements of operations. During the years ended December 31, 2020, 2019 and 2018, the Company did not incur any interest or penalties.
The Company has analyzed the tax positions taken on federal and state income tax returns for all open tax years, and has concluded that no
provision for income tax for uncertain tax positions is required in the Companys financial statements. The Companys federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations
have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.
Distributions: Distributions to the Companys stockholders are recorded as of the record date. Subject to the discretion of
the Companys board of directors and applicable legal restrictions, the Company intends to declare and pay such distributions on a quarterly basis. Net realized capital gains, if any, are distributed or deemed distributed at least annually.
Reclassifications: Certain amounts in the consolidated financial statements as of and for the years ended
December 31, 2019 and 2018 have been reclassified to conform to the classifications used to prepare the consolidated financial statements for the year ended December 31, 2020.
Recent Accounting Pronouncements: In August 2018, the FASB issued Accounting Standards Update
2018-13, Fair Value MeasurementDisclosures FrameworkChanges to Disclosure Requirements of Fair Value Measurement (Topic 820), or ASU 2018-13. ASU 2018-13 introduces new fair value disclosure requirements and eliminates and modifies certain existing fair value disclosure requirements. ASU 2018-13 is effective for fiscal
years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company implemented ASU 2018-13 during the year ended December 31, 2020, and it did not have a significant
impact on the Companys disclosure over fair value.
In March 2020, the FASB issued ASU
No. 2020-04, Reference Rate Reform (Topic 848) , which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected
by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform.
ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging
relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging
relationship. The Company is currently evaluating the impact of adopting ASU 2020-04 on its consolidated financial statements.
117
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 2. Summary of Significant Accounting
Policies (continued)
Derivative Instruments: The Companys derivative instruments include foreign
currency forward contracts and cross currency swaps. The Company recognizes all derivative instruments as assets or liabilities at fair value in its consolidated financial statements. Derivative contracts entered into by the Company are not
designated as hedging instruments, and as a result, the Company presents changes in fair value through net change in unrealized appreciation (depreciation) on derivative instruments in the consolidated statements of operations. Realized gains and
losses of the derivative instruments are included in net realized gains (losses) on derivative instruments in the consolidated statements of operations.
Note 3. Share Transactions
Below is a summary of transactions with respect
to shares of the Companys common stock during the years ended December 31, 2020, 2019 and 2018:
Year Ended December 31,
2020
2019
2018
Shares
Amount
Shares (1)
Amount
Shares (1)
Amount
Reinvestment of Distributions
$
$
$
Share Repurchase Program
(2,823,750
)
(47
)
(6,287,919
)
(153
)
(1,642,837
)
(50
)
Fractional Share Repurchase
(2,051
)
Issuance of Common Stock
73,081,168
1,567
Net Proceeds from Share Transactions
(2,825,801
)
$
(47
)
(6,287,919
)
$
(153
)
71,438,331
$
1,517
(1)
The number of shares repurchased has been adjusted to reflect the Reverse Stock Split as discussed below.
During the year ended December 31, 2020, the administrator for the Companys distribution reinvestment plan, or DRP, purchased
1,504,389 shares of common stock in the open market at an average price per share of $15.84 (totaling $24) pursuant to the DRP, and distributed such shares to participants in the DRP. During the year ended December 31, 2019, the administrator
for the DRP purchased 1,069,720 shares of common stock in the open market at an average price per share of $23.90 (totaling $26) pursuant to the DRP, and distributed such shares to participants in the DRP. During the period from January 1, 2021
to February 26, 2021, the administrator for the DRP purchased 275,642 shares of common stock in the open market at an average price per share of $17.21 (totaling $5) pursuant to the DRP, and distributed such shares to participants in the DRP.
For additional information regarding the terms of the DRP, see Note 5.
2018 Merger
In accordance with the terms of the 2018 Merger Agreement, at the time of the transactions contemplated by the 2018 Merger Agreement, each
outstanding share of CCT common stock was converted into the right to receive 2.3552 shares of the Companys common stock (with CCT stockholders receiving cash in lieu of fractional shares of the Companys common
stock). As a result, the Company issued an aggregate of 292,324,670 shares of its common stock to former CCT stockholders. Share and exchange ratio amounts in the foregoing do not reflect the Reverse Stock Split as discussed below.
February 2018 Share Repurchase Program
In February 2018, the Companys board of directors authorized a stock repurchase program. Under the program, the Company was permitted to repurchase up to $50 in the aggregate of its outstanding
common stock in the open market at prices below the then-current net asset value per share. During the year ended December 31, 2018, the Company repurchased 1,642,837 shares of common stock pursuant to the share repurchase program at an
average price per share (inclusive of commissions paid) of $30.44 (totaling $50). The program has concluded since the aggregate repurchase amount that was approved by the Companys board of directors has been expended.
118
Table of Contents
FS Investment Corporation
Notes to Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
Note 3. Share Transactions (continued)
December 2018 Share Repurchase Program
In December 2018, the Companys board of directors authorized a stock repurchase program. Under the program, the Company was
permitted to repurchase up to $200 in the aggregate of its outstanding common stock in the open market at prices below the then-current net asset value per share.
During the year ended December 31, 2020, the Company repurchased 2,823,750 shares of common stock pursuant to the share repurchase program at an average price per share (inclusive of commissions
paid) of $16.71 (totaling $47). During the year ended December 31, 2019, the Company repurchased 6,287,919 shares of common stock pursuant to the share repurchase program at an average price per share (inclusive of commissions paid) of $24.30
(totaling $153). The program has concluded since the aggregate repurchase amount that was approved by the Companys board of directors has been expended.
Reverse Stock Split and Fractional Shares
As a result of the Reverse Stock
Split, which was effective on June 15, 2020, every four shares of the Companys common stock issued and outstanding were automatically combined into one share of the Companys common stock, and the number of outstanding shares of the
Companys common stock was reduced from approximately 495.0 million to approximately 123.75 million as of June 15, 2020. The Reverse Stock Split did not modify the rights or preferences of the Companys common stock. The
Company also filed a separate Articles of Amendment to Articles of Incorporation with the State Department of Assessments and Taxation of the State of Maryland to provide that there would be no change in the par value of $0.001 per share as a result
of the Reverse Stock Split.
The Reverse Stock Split affected all shareholders uniformly and did not alter any
shareholders percentage interest in the Companys equity, except to the extent that the Reverse Stock Split resulted in some shareholders owning a fractional share. In that regard, no fractional shares were issued in connection with the
Reverse Stock Split. Shareholders of record who would have otherwise been entitled to receive a fractional share instead received a cash payment based on the closing price of the Companys common stock as reported on the NYSE as of
June 15, 2020.
Note 4. Related Party Transactions
Compensation of the Investment Adviser
Pursuant to the investment advisory
agreement, the Advisor is entitled to a base management fee calculated at an annual rate of 1.50% of the average weekly value of the Companys gross assets excluding cash and cash equivalents (gross assets equal the total assets of the Company
as set forth on the Companys consolidated balance sheets) and an incentive fee based on the Companys performance. Effective June 15, 2019, in connection with stockholder approval of the modification of the asset coverage requirement
applicable to senior securities from 200% to 150%, the Advisor reduced (by permanent waiver) the annual base management fee payable under the investment advisory agreement from 1.5% to 1.0% on all assets financed using leverage over 1.0x debt-to-equity. The base management fee is payable quarterly in arrears. All or any part of the base management fee not taken as to any quarter will be deferred without
interest and may be taken in such other quarter as the Advisor determines. The prior investment advisory agreement had substantially similar terms, except that cash and cash equivalents were not excluded from gross assets. See Note 2 for a
discussion of the capital gains and subordinated income incentive fees that the Advisor may be entitled to under the investment advisory agreement.
Pursuant to the FB Advisor investment advisory agreement, which was in effect until April 9, 2018, FB Advisor was entitled to an annual base management fee equal to 1.75% of the average value of
the Companys gross assets (gross assets equal the total assets of the Company as set forth on the Companys consolidated balance sheets) and an incentive fee based on the Companys performance. FB Advisor had agreed, effective
October 1, 2017, to (a) waive a portion of the base management fee to which it was entitled under the FB Advisor investment advisory agreement so that the fee received equaled 1.50% of the average value of the Companys gross assets
and (b) continue to calculate the subordinated incentive fee on income to which it was entitled under the FB Advisor investment advisory agreement as if the base management fee was 1.75% of the average value of the Companys gross
119
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 4. Related Party
Transactions (continued)
assets. Pursuant to the investment sub-advisory agreement, GDFM was entitled to receive 50% of all management and incentive fees payable to FB
Advisor under the FB Advisor investment advisory agreement with respect to each year.
On April 9, 2018, the Company
entered into an administration agreement with the Advisor, or the administration agreement, which replaced an administration agreement with FB Advisor, or the FB Advisor administration agreement. Pursuant to the administration agreement, the Advisor
oversees the Companys day-to-day operations, including the provision of general ledger accounting, fund accounting, legal services, investor relations,
certain government and regulatory affairs activities, and other administrative services. The Advisor also performs, or oversees the performance of, the Companys corporate operations and required administrative services, which includes being
responsible for the financial records that the Company is required to maintain and preparing reports for the Companys stockholders and reports filed with the SEC. In addition, the Advisor assists the Company in calculating its net asset value,
overseeing the preparation and filing of tax returns and the printing and dissemination of reports to the Companys stockholders, and generally overseeing the payment of the Companys expenses and the performance of administrative and
professional services rendered to the Company by others.
Pursuant to the administration agreement, the Company reimburses the
Advisor for expenses necessary to perform services related to its administration and operations, including the Advisors allocable portion of the compensation and related expenses of certain personnel of Franklin Square Holdings, L.P., which
does business as FS Investments, or FS Investments, and KKR Credit Advisors (US), LLC, or KKR Credit, providing administrative services to the Company on behalf of the Advisor. The Company reimburses the Advisor no less than quarterly for all costs
and expenses incurred by the Advisor in performing its obligations and providing personnel and facilities under the administration agreement. The Advisor allocates the cost of such services to the Company based on factors such as total assets,
revenues, time allocations and/or other reasonable metrics. The Companys board of directors reviews the methodology employed in determining how the expenses are allocated to the Company and the proposed allocation of administrative expenses
among the Company and certain affiliates of the Advisor. The Companys board of directors then assesses the reasonableness of such reimbursements for expenses allocated to it based on the breadth, depth and quality of such services as compared
to the estimated cost to the Company of obtaining similar services from third-party service providers known to be available. In addition, the Companys board of directors considers whether any single third-party service provider would be
capable of providing all such services at comparable cost and quality. Finally, the Companys board of directors compares the total amount paid to the Advisor for such services as a percentage of the Companys net assets to the same ratio
as reported by other comparable BDCs. The FB Advisor administration agreement was substantially similar to the administration agreement.
The following table describes the fees and expenses accrued under the investment advisory agreement, the prior investment advisory agreement, the FB Advisor investment advisory agreement, the
administration agreement and the FB Advisor administration agreement, as applicable, during the years ended December 31, 2020, 2019 and 2018:
Year Ended December 31,
Related Party
Source Agreement
Description
2020
2019
2018
FB Advisor and the Advisor
Investment advisory agreement, prior investment advisory agreement and FB Advisor investment advisory agreement
Base Management Fee (1)
$106
$115
$60
FB Advisor and the Advisor
Investment advisory agreement, prior investment advisory agreement and FB Advisor investment advisory agreement
Subordinated Incentive Fee on
Income (2)
$
$57
$26
FB Advisor and the Advisor
Administration agreement and FB Advisor administration agreement
Administrative Services Expenses (3)
$7
$9
$4
(1)
For the year ended December 31, 2018 , the amount shown is net of waivers of $3. During the years ended December 31, 2020, 2019 and
2018, $111, $105, and $59, respectively, in base management fees were paid to the Advisor and/or FB Advisor. As of December 31, 2020, $25 in base management fees were payable to the Advisor.
(2)
During the year ended December 31, 2020 and 2019, $0 and $71, respectively, of subordinated incentive fees on income were paid to the
Advisor.
120
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 4. Related Party
Transactions (continued)
(3)
During the years ended December 31, 2020, 2019 and 2018, $6, $6 and $3, respectively, of administrative services expenses related to the
allocation of costs of administrative personnel for services rendered to the Company by FB Advisor and the Advisor and the remainder related to other reimbursable expenses, including reimbursement of fees related to transactional expenses for
prospective investments, including fees and expenses associated with performing due diligence reviews of investments that do not close, often referred to as broken deal costs. Broken deal costs were $0.8 for the year ended
December 31, 2020. The Company paid $8, $7 and $3, respectively, in administrative services expenses to the Advisor and/or FB Advisor during the years ended December 31, 2020, 2019 and 2018.
Potential Conflicts of Interest
The members of the senior management and investment teams of the Advisor serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as the
Company does, or of investment vehicles managed by the same personnel. For example, the Advisor is the investment adviser to FSKR, and the officers, managers and other personnel of the Advisor may serve in similar or other capacities for the
investment advisers to future investment vehicles affiliated with FS Investments or KKR Credit. In serving in these multiple and other capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which
may not be in the Companys best interests or in the best interest of the Companys stockholders. The Companys investment objectives may overlap with the investment objectives of such investment funds, accounts or other investment
vehicles.
Exemptive Relief
As a BDC, the Company is subject to certain regulatory restrictions in making its investments. For example, BDCs generally are not permitted to co-invest with
certain affiliated entities in transactions originated by the BDC or its affiliates in the absence of an exemptive order from the SEC. However, BDCs are permitted to, and may, simultaneously co-invest in
transactions where price is the only negotiated term.
In an order dated June 4, 2013, or the FS Order, the SEC granted
exemptive relief permitting the Company, subject to the satisfaction of certain conditions, to co-invest in certain privately negotiated investment transactions with certain affiliates of
FB Advisor, including FS Energy and Power Fund, FSKR and any future BDCs that are advised by FB Advisor or its affiliated investment advisers. However, in connection with the investment advisory relationship with the Advisor, and in an effort to
mitigate potential future conflicts of interest, the Companys board of directors authorized and directed that the Company (i) withdraw from the FS Order, except with respect to any transaction in which the Company participated in reliance
on the FS Order prior to April 9, 2018, and (ii) rely on an exemptive relief order, dated January 5, 2021, that permits the Company, subject to the satisfaction of certain
conditions, to co-invest in certain privately negotiated investment transactions, including investments originated and directly negotiated by the Advisor or KKR Credit, with certain
affiliates of the Advisor.
Affiliated Purchaser Program
As previously disclosed, certain affiliates of the owners of the Advisor committed $100 to a $350 investment vehicle that may invest from time to time in shares of the Company. In June 2020, that
investment vehicle entered into a written trading plan with a third party broker in accordance with Rule 10b5-1 and Rule 10b-18 promulgated under the Exchange Act to
facilitate the purchase of shares of the Companys common stock pursuant to the terms and conditions of such plan. The Company is not a party to the plan or any transaction with the investment vehicle.
Note 5. Distributions
The following table reflects the cash distributions per share that the Company has declared on its common stock during the years ended
December 31, 2020, 2019 and 2018:
Distribution
For the Year Ended December 31,
Per Share (1)
Amount
2018 (2)
$
3.40000
$
205
2019
$
3.04000
$
393
2020
$
2.56000
$
318
(1)
The amount of each per share distribution has been retroactively adjusted to reflect the Reverse Stock Split as discussed above in Note 3.
121
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 5. Distributions (continued)
(2)
Includes a $0.36 per share special cash distribution that was paid on December 3, 2018.
On February 18, 2021, the Companys board of directors declared a regular quarterly cash distribution of $0.60 per share, which
will be paid on or about April 2, 2021 to stockholders of record as of the close of business on March 17, 2021. The timing and amount of any future distributions to stockholders are subject to applicable legal restrictions and the sole
discretion of the Companys board of directors.
Pursuant to the DRP, the Company will reinvest all cash dividends or
distributions declared by the Companys board of directors on behalf of stockholders who do not elect to receive their distributions in cash. As a result, if the Companys board of directors declares a distribution, then stockholders who
have not elected to opt out of the DRP will have their distributions automatically reinvested in additional shares of the Companys common stock.
With respect to each distribution pursuant to the DRP, the Company reserves the right to either issue new shares of common stock or purchase shares of common stock in the open market in connection with
implementation of the DRP. Unless the Company, in its sole discretion, otherwise directs the plan administrator, (A) if the per share market price (as defined in the DRP) is equal to or greater than the estimated net asset value per share
(rounded up to the nearest whole cent) of the Companys common stock on the payment date for the distribution, then the Company will issue shares of common stock at the greater of (i) net asset value per share of common stock or (ii) 95%
of the market price; or (B) if the market price is less than the net asset value per share, then, in the sole discretion of the Company, (i) shares of common stock will be purchased in open market transactions for the accounts of
participants to the extent practicable, or (ii) the Company will issue shares of common stock at net asset value per share. Pursuant to the terms of the DRP, the number of shares of common stock to be issued to a participant will be determined
by dividing the total dollar amount of the distribution payable to a participant by the price per share at which the Company issues such shares; provided, however, that shares purchased in open market transactions by the plan administrator will be
allocated to a participant based on the average purchase price, excluding any brokerage charges or other charges, of all shares of common stock purchased in the open market.
If a stockholder receives distributions in the form of common stock pursuant to the DRP, such stockholder generally will be subject to the same federal, state and local tax consequences as if it elected
to receive distributions in cash. If the Companys common stock is trading at or below net asset value, a stockholder receiving distributions in the form of additional common stock will be treated as receiving a distribution in the amount of
cash that they would have received if they had elected to receive the distribution in cash. If the Companys common stock is trading above net asset value, a stockholder receiving distributions in the form of additional common stock will be
treated as receiving a distribution in the amount of the fair market value of the Companys common stock. The stockholders basis for determining gain or loss upon the sale of common stock received in a distribution will be equal to the
total dollar amount of the distribution payable to the stockholder. Any stock received in a distribution will have a holding period for tax purposes commencing on the day following the day on which the shares of common stock are credited to the
stockholders account.
The Company may fund its cash distributions to stockholders from any sources of funds legally
available to it, including proceeds from the sale of shares of the Companys common stock, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital
gains proceeds from the sale of assets, and dividends or other distributions paid to the Company on account of preferred and common equity investments in portfolio companies. The Company has not established limits on the amount of funds it may use
from available sources to make distributions. During certain periods, the Companys distributions may exceed its earnings. As a result, it is possible that a portion of the distributions the Company makes may represent a return of capital. A
return of capital generally is a return of a stockholders investment rather than a return of earnings or gains derived from the Companys investment activities. Each year a statement on Form
1099-DIV identifying the sources of the distributions (i.e., paid from ordinary income, paid from net capital gains on the sale of securities, and/or a return of capital, which is a nontaxable distribution)
will be mailed to the Companys stockholders. There can be no assurance that the Company will be able to pay distributions at a specific rate or at all.
122
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 5. Distributions (continued)
The following table reflects the sources of the cash distributions on a tax basis that
the Company has declared on its common stock during the years ended December 31, 2020, 2019 and 2018:
Year Ended December 31,
2020
2019
2018
Source of Distribution
Distribution
Amount
Percentage
Distribution
Amount
Percentage
Distribution
Amount
Percentage
Offering proceeds
$
$
$
Borrowings
Net investment income (1)
318
100
%
393
100
%
205
100
%
Short-term capital gains proceeds from the sale of assets
Long-term capital gains proceeds from the sale of assets
Non-capital gains proceeds from the sale of assets
Distributions on account of preferred and common equity
Total
$
318
100
%
$
393
100
%
$
205
100
%
(1)
During the years ended December 31, 2020, 2019 and 2018, 88.1%, 90.5% and 84.3%, respectively, of the Companys gross investment
income was attributable to cash income earned, 1.6%, 1.8% and 1.8%, respectively, was attributable to non-cash accretion of discount and 10.3%, 7.7% and 13.9%, respectively, was attributable to paid-in-kind, or PIK, interest.
The Companys net investment income on a tax basis for the years ended December 31, 2020, 2019 and 2018 was $357, $422 and $244,
respectively. As of December 31, 2020, 2019 and 2018, the Company had $244, $220 and $191, respectively, of undistributed net investment income and $855, $480 and $421, respectively, of accumulated capital losses on a tax basis.
The Companys undistributed net investment income on a tax basis may be adjusted following the filing of the Companys tax
returns. The adjustment is in general due to tax-basis income received by the Company differing from GAAP-basis income on account of certain collateralized securities and interests in partnerships, and the reclassification of realized gains and
losses upon the sale of certain collateralized securities held in its investment portfolio during such period.
The difference
between the Companys GAAP-basis net investment income and its tax-basis net investment income is primarily due to the reclassification of unamortized original issue discount and prepayment fees
recognized upon prepayment of loans from income for GAAP purposes to realized gains or deferred to future periods for tax purposes, the impact of consolidating certain subsidiaries for purposes of computing GAAP-basis net investment income but not
for purposes of computing tax-basis net investment income, the reversal of non-deductible excise taxes and income recognized for tax purposes on certain transactions but
not recognized for GAAP purposes.
The following table sets forth a reconciliation between GAAP-basis net investment income and
tax-basis net investment income during the years ended December 31, 2020, 2019 and 2018:
Year Ended December 31,
2020
2019
2018
GAAP-basis net investment income
$
331
$
410
$
205
Income subject to tax not recorded for GAAP
29
17
30
Excise taxes
10
7
7
GAAP versus tax-basis impact of consolidation of certain subsidiaries
11
4
12
Reclassification of unamortized original issue discount and prepayment fees
(14
)
(22
)
(5
)
Other miscellaneous differences
(10
)
6
(5
)
Tax-basis net investment income
$
357
$
422
$
244
123
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 5. Distributions (continued)
The Company may make certain adjustments to the classification of stockholders
equity as a result of permanent book-to-tax differences. During the year ended December 31, 2020, the Company increased accumulated undistributed (distributions in
excess of) net investment income and accumulated undistributed net realized gain (loss) on investments and gain (loss) on foreign currency by $10 and $119, respectively, and decreased capital in excess of par value by $129. During the year ended
December 31, 2019, the Company increased accumulated undistributed (distributions in excess of) net investment income and accumulated undistributed net realized gain (loss) on investments and gain (loss) on foreign currency by $15 and $26,
respectively, and decreased capital in excess of par value by $41.
The determination of the tax attributes of the
Companys distributions is made annually as of the end of the Companys fiscal year based upon the Companys taxable income for the full year and distributions paid for the full year. The actual tax characteristics of distributions to
stockholders are reported to stockholders annually on Form 1099-DIV.
As of
December 31, 2020 and 2019, the components of accumulated earnings on a tax basis were as follows:
Year Ended December 31,
2020
2019
Distributable ordinary income
$
244
$
220
Distributable realized gains (accumulated capital losses) (1)
(855
)
(480
)
Other temporary differences
0
(1
)
Net unrealized appreciation (depreciation) (2)
(159
)
85
Total
$
(770
)
$
(176
)
(1)
Net capital losses may be carried forward indefinitely, and their character is retained as short-term or long-term losses. As of
December 31, 2020, the Company had short-term and long-term capital loss carryforwards available to offset future realized capital gains of $34 and $821, respectively. $85 of such losses were carried over from CCT due to the 2018 Merger, and
$177 of such losses were carried over from losses generated by the Company prior to the 2018 Merger. Because of the loss limitation rules of the Code, some of the tax basis losses may be limited in their use. Any unused balances resulting from such
limitations may be carried forward into future years indefinitely.
(2)
As of December 31, 2020 and 2019, the gross unrealized appreciation was $1,121 and $1,087, respectively. As of December 31, 2020 and
2019, the gross unrealized depreciation was $1,280 and $1,002, respectively.
The aggregate cost of the
Companys investments for U.S. federal income tax purposes totaled $7,622 and $7,973 as of December 31, 2020 and 2019, respectively. The aggregate net unrealized appreciation (depreciation) on a tax basis was $(842) and $(616) as of
December 31, 2020 and 2019, respectively. The aggregate net unrealized appreciation (depreciation) on investments on a tax basis excludes net unrealized appreciation (depreciation) from merger accounting, cross currency swaps, foreign currency
forward contracts and foreign currency transactions.
As of December 31, 2020, the Company had a deferred tax liability of
$5 resulting from unrealized appreciation on investments held by the Companys wholly-owned taxable subsidiaries and a deferred tax asset of $56 resulting from a combination of unrealized depreciation on investments held by and net operating
losses and other tax attributes of the Companys wholly-owned taxable subsidiaries. As of December 31, 2020, certain wholly-owned taxable subsidiaries anticipated that they would be unable to fully utilize their generated net operating
losses, therefore the deferred tax asset was offset by a valuation allowance of $51. For the year ended December 31, 2020, the Company did not record a provision for taxes related to wholly-owned taxable subsidiaries.
124
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 6. Investment Portfolio
The following table summarizes the composition of the Companys investment portfolio at cost and fair value as of December 31,
2020 and 2019:
December 31, 2020
December 31, 2019
Amortized
Cost (1)
Fair
Value
Percentage
of Portfolio
Amortized
Cost (1)
Fair
Value
Percentage
of Portfolio
Senior Secured LoansFirst Lien
$
3,597
$
3,449
50.9
%
$
3,868
$
3,724
50.6
%
Senior Secured LoansSecond Lien
1,035
880
13.0
%
1,273
1,196
16.3
%
Other Senior Secured Debt
127
86
1.3
%
299
239
3.2
%
Subordinated Debt
243
171
2.5
%
479
409
5.6
%
Asset Based Finance
1,025
951
14.0
%
761
737
10.0
%
Strategic Credit Opportunities Partners, LLC
810
713
10.5
%
491
479
6.5
%
Equity/Other
616
530
7.8
%
638
573
7.8
%
Total
$
7,453
$
6,780
100.0
%
$
7,809
$
7,357
100.0
%
(1)
Amortized cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on
investments.
In general, under the 1940 Act, the Company would be presumed to control a
portfolio company if it owned more than 25% of its voting securities or it had the power to exercise control over the management or policies of such portfolio company, and would be an affiliated person of a portfolio company if it owned
5% or more of its voting securities.
As of December 31, 2020, the Company held investments in ten portfolio companies of
which it is deemed to control. As of December 31, 2020, the Company held investments in thirteen portfolio companies of which it is deemed to be an affiliated person but is not deemed to control. For
additional information with respect to such portfolio companies, see footnotes (y) and (z) to the consolidated schedule of investments as of December 31, 2020.
As of December 31, 2019, the Company held investments in seven portfolio companies of which it is deemed to control. As of December 31, 2019, the Company held investments in sixteen
portfolio companies of which it is deemed to be an affiliated person but is not deemed to control. For additional information with respect to such portfolio companies, see footnotes (y) and (z) to the consolidated
schedule of investments as of December 31, 2019.
The Companys investment portfolio may contain loans and other
unfunded arrangements that are in the form of lines of credit, revolving credit facilities, delayed draw credit facilities or other investments, which require the Company to provide funding when requested by portfolio companies in accordance with
the terms of the underlying agreements. As of December 31, 2020, the Company had unfunded debt investments with aggregate unfunded commitments of $228.4, unfunded equity/other commitments of $142.9 and unfunded commitments of $65.8 of Strategic
Credit Opportunities Partners, LLC. As of December 31, 2019, the Company had unfunded debt investments with aggregate unfunded commitments of $438.0, unfunded equity/other commitments of $240.1 and unfunded commitments of $385.2 of Strategic
Credit Opportunities Partners, LLC. The Company maintains sufficient cash on hand and available borrowings to fund such unfunded commitments should the need arise. For additional details regarding the Companys unfunded debt investments, see
the Companys consolidated schedule of investments as of December 31, 2020 and 2019.
125
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 6. Investment Portfolio (continued)
The table below describes investments by industry classification and enumerates the
percentage, by fair value, of the total portfolio assets in such industries as of December 31, 2020 and 2019:
December 31, 2020
December 31, 2019
Industry Classification
Fair
Value
Percentage
of
Portfolio
Fair
Value
Percentage
of
Portfolio
Automobiles & Components
$
104
1.5
%
$
247
3.4
%
Banks
14
0.2
%
15
0.2
%
Capital Goods
799
11.8
%
1,085
14.8
%
Commercial & Professional Services
564
8.3
%
557
7.6
%
Consumer Durables & Apparel
385
5.7
%
363
4.9
%
Consumer Services
145
2.1
%
294
4.0
%
Diversified Financials
467
6.9
%
575
7.8
%
Energy
107
1.6
%
208
2.8
%
Food & Staples Retailing
221
3.3
%
209
2.8
%
Food, Beverage & Tobacco
106
1.6
%
119
1.6
%
Health Care Equipment & Services
604
8.9
%
601
8.2
%
Household & Personal Products
190
2.8
%
120
1.6
%
Insurance
208
3.1
%
217
3.0
%
Materials
147
2.2
%
260
3.5
%
Media & Entertainment
36
0.5
%
94
1.3
%
Pharmaceuticals, Biotechnology & Life Sciences
34
0.5
%
30
0.4
%
Real Estate
555
8.2
%
236
3.2
%
Retailing
344
5.1
%
457
6.2
%
Semiconductors & Semiconductor Equipment
19
0.3
%
Software & Services
770
11.3
%
805
10.9
%
Strategic Credit Opportunities Partners, LLC
713
10.5
%
479
6.5
%
Technology Hardware & Equipment
15
0.2
%
94
1.3
%
Telecommunication Services
71
1.0
%
71
1.0
%
Transportation
181
2.7
%
202
2.7
%
Total
$
6,780
100.0
%
$
7,357
100.0
%
Strategic Credit Opportunities Partners, LLC
Strategic Credit Opportunities Partners, LLC, or SCJV, is a joint venture between the Company and South Carolina Retirement Systems Group
Trust, or SCRS. SCRS purchased its interests in SCJV from Conway Capital, LLC, an affiliate of Guggenheim Life and Annuity Company and Delaware Life Insurance Company, in June 2019, which had no impact on the significant terms governing SCJV other
than an increase in the aggregate capital commitment (but not the percentage of the aggregate capital committed by each member) to SCJV. SCJVs amended and restated limited liability company agreement, or the SCJV Agreement, requires the
Company and SCRS to provide capital to SCJV of up to $1,000 in the aggregate where the Company and SCRS would provide 87.5% and 12.5%, respectively, of the committed capital. Pursuant to the terms of the SCJV Agreement, the Company and SCRS each
have 50% voting control of SCJV and are required to agree on all investment decisions as well as certain other significant actions for SCJV. SCJV invests its capital in a range of investments, including senior secured loans (both first lien and
second lien) to middle market companies, broadly syndicated loans, equity, warrants and other investments. As administrative agent of SCJV, the Company performs
certain day-to-day management responsibilities on behalf of SCJV and is entitled to a fee of 0.25% of SCJVs assets under administration, calculated and
payable quarterly in arrears. As of December 31, 2020, the Company and SCRS have funded approximately $924.8 to SCJV, of which $809.2 was from the Company.
Jersey City Funding LLC, or Jersey City Funding, a wholly-owned subsidiary of SCJV, has a revolving credit facility with Goldman Sachs Bank, or as amended, the Jersey City Funding Credit Facility, which
provides for up to $350 of borrowings as of
126
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 6. Investment Portfolio (continued)
December 31, 2020. The Jersey City Funding Credit Facility provides loans in U.S. dollars, Australian dollars, Euros, pounds sterling and Canadian dollars. U.S. dollar loans bear
interest at the rate of LIBOR plus 2.25%. Foreign currency loans bear interest at the floating rate plus the spread applicable to the specified currency. Jersey City Funding also pays a commitment fee of up to 0.50% on undrawn commitments. The
Jersey City Funding Credit Facility matures on September 29, 2021. As of December 31, 2020, total outstanding borrowings under the Jersey City Funding Credit Facility were $341.9. Borrowings under the Jersey City Funding Credit Facility
are secured by substantially all of the assets of Jersey City Funding.
Chestnut Street Funding LLC, or Chestnut Street
Funding, a wholly-owned subsidiary of SCJV, has a revolving credit facility with Citibank, N.A., or as amended, the Chestnut Street Funding Credit Facility, which provides for up to $400 of borrowings as of December 31, 2020. The Chestnut
Street Funding Credit Facility provides loans in U.S. dollars, Australian dollars, Canadian dollars, Euros and pounds sterling. U.S. dollar loans bear interest at the rate of three-month LIBOR plus 2.25%. Foreign currency loans bear interest at the
applicable floating rate plus 2.25%. Chestnut Street Funding also pays a commitment fee of up to 0.50% on undrawn commitments. The Chestnut Street Funding Credit Facility matures on September 18, 2024. As of December 31, 2020, total
outstanding borrowings under the Chestnut Street Funding Credit Facility were $294.2. Borrowings under the Chestnut Street Funding Credit Facility are secured by substantially all of the assets of Chestnut Street Funding.
Boxwood Drive Funding LLC, or Boxwood Drive Funding, a wholly-owned subsidiary of SCJV, has a revolving credit facility with BNP Paribas,
or the Boxwood Drive Funding Credit Facility, which provides for up to $300 of borrowings as of December 31, 2020. The Boxwood Drive Funding Credit Facility provides for loans in U.S. dollars, Australian dollars, Canadian dollars, New Zealand
dollars, Euros and pounds sterling. U.S. dollar loans bear interest at the rate of LIBOR plus a spread of 2.05% to 3.15% during the reinvestment period and 2.50% to 3.25% thereafter. Foreign currency of loans bear interest at the applicable floating
rate plus the applicable spread. Boxwood Drive Funding also pays a commitment fee of up to 1.00% on undrawn commitments. The Boxwood Drive Funding Credit Facility matures on April 15, 2025. As of December 31, 2020, total outstanding
borrowings under the Boxwood Drive Funding Credit Facility were $85.9. Borrowings under the Boxwood Drive Funding Credit Facility are secured by substantially all of the assets of Boxwood Drive Funding.
SCOP was in compliance with all covenants required by its financing arrangements as of December 31, 2020 and December 31, 2019.
During the year ended December 31, 2020, the Company sold investments with a cost of $450.7 for proceeds of $416.4 to
SCJV and recognized a net realized gain (loss) of $(34.3) in connection with the transactions. As of December 31, 2020, $163.2 of these sales to SCJV are included in receivable for investments sold in the consolidated statements of assets and
liabilities.
As of December 31, 2020, SCJV had total investments with a fair value of $1,544.3. As of December 31,
2020, SCJV had two investments on non-accrual status.
Below is a summary of
SCJVs portfolio, followed by a listing of the individual loans in SCJVs portfolio as of December 31, 2020 and 2019:
As of
December 31,
2020
December 31,
2019
Total debt investments (1)
$
1,436.3
$
1,346.3
Weighted average current interest rate on debt investments (2)
8.6
%
9.4
%
Number of portfolio companies in SCJV
66
59
Largest investment in a single portfolio company (1)
$
72.6
$
72.5
Unfunded commitments (1)
$
21.6
$
45.2
(1)
At cost.
(2)
Computed as the (a) annual stated interest rate on accruing debt, divided by (b) total debt at par amount.
127
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 6. Investment Portfolio (continued)
Strategic Credit Opportunities Partners, LLC Portfolio
As of December 31, 2020 (in millions)
Company (a)
Footnotes
Industry
Interest Rate (b)
Base
Rate
Floor
Maturity
Date
No.
Shares/
Principal
Amount (c)
Cost
Fair
Value
Senior Secured LoansFirst Lien124.6%
A10 Capital LLC
(e)(h)(i)
Diversified Financials
L+650
1.0%
5/1/2023
$
17.5
$
17.3
$
17.3
ABB CONCISE Optical Group LLC
(i)
Retailing
L+500
1.0%
6/15/2023
12.1
10.0
11.0
Apex Group Limited
(e)(h)
Diversified Financials
L+700
1.3%
6/15/2023
0.7
0.6
0.7
Apex Group Limited
(e)(f)
Diversified Financials
L+700
1.3%
6/15/2023
1.4
1.3
1.4
Apex Group Limited
(e)(h)(i)
Diversified Financials
L+700
1.3%
6/16/2025
67.4
67.2
68.1
Ardonagh Group Ltd
(e)(k)
Insurance
E+750, 0.0%
PIK (2.3%
Max PIK)
1.0%
7/14/2026
0.5
0.5
0.6
Ardonagh Group Ltd
(e)(k)
Insurance
L+750, 0.0%
PIK (2.3%
Max PIK)
0.8%
7/14/2026
£
3.7
4.6
5.2
Arrotex Australia Group Pty Ltd
(e)(h)(i)
Pharmaceuticals, Biotechnology & Life Sciences
B+525
1.0%
7/10/2024
A$
68.9
46.0
53.6
Arrotex Australia Group Pty Ltd
(e)(f)
Pharmaceuticals, Biotechnology & Life Sciences
B+525
1.0%
7/10/2024
4.9
3.8
3.8
BearCom Acquisition Corp
(e)(f)
Technology Hardware & Equipment
C+550
1.0%
1/5/2024
C$
1.3
1.0
1.0
BearCom Acquisition Corp
(e)(i)
Technology Hardware & Equipment
L+550
1.0%
7/5/2024
$
2.2
2.2
2.2
BearCom Acquisition Corp
(e)(i)
Technology Hardware & Equipment
C+550
1.0%
7/5/2024
C$
14.5
10.5
11.1
Belk Inc
(g)(l)
Retailing
L+675
1.0%
7/31/2025
$
3.8
3.4
1.4
Big Bus Tours Ltd
(e)(i)
Consumer Services
E+850 PIK
(E+850 Max
PIK)
1.0%
3/18/2024
10.5
11.7
8.7
Big Bus Tours Ltd
(e)(i)
Consumer Services
L+850 PIK
(L+850 Max
PIK)
1.0%
3/18/2024
$
14.9
14.9
10.1
Bugaboo International BV
(e)(h)
Consumer Durables & Apparel
E+775 PIK
(E+775 Max
PIK)
0.0%
3/20/2025
35.0
40.6
42.7
Cambium Learning Group Inc
(i)(k)
Consumer Services
L+450
0.0%
12/18/2025
$
45.1
43.4
44.9
Catapult Learning LLC
(e)(i)
Consumer Services
L+475
1.0%
4/24/2023
2.1
2.1
2.1
128
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 6. Investment Portfolio (continued)
Company (a)
Footnotes
Industry
Interest Rate (b)
Base
Rate
Floor
Maturity
Date
No.
Shares/
Principal
Amount (c)
Cost
Fair
Value
Catapult Learning LLC
(e)(f)
Consumer Services
L+475
1.0%
4/24/2023
$
2.3
$
2.4
$
2.3
Catapult Learning LLC
(e)(i)(k)
Consumer Services
L+635
1.0%
4/24/2023
39.1
38.7
38.7
Catapult Learning LLC
(e)(f)
Consumer Services
L+635
1.0%
4/24/2023
1.2
1.2
1.1
Catapult Learning LLC
(e)(h)(i)
Consumer Services
L+635
1.0%
4/24/2023
14.9
14.7
14.7
Catapult Learning LLC
(e)(f)
Consumer Services
L+635
1.0%
4/24/2023
0.4
0.4
0.4
Child Development Schools Inc
(e)(i)
Consumer Services
L+425
1.0%
5/21/2023
9.3
9.3
9.2
Child Development Schools Inc
(e)(f)
Consumer Services
L+425
5/21/2023
2.5
2.5
2.5
CSM Bakery Products
(h)
Food, Beverage & Tobacco
L+625
1.0%
1/4/2022
1.3
$
1.2
1.3
Diamond Resorts International Inc
(h)
Consumer Services
L+375
1.0%
9/2/2023
5.7
5.6
5.5
Eacom Timber Corp
(e)(h)(i)(k)
Materials
L+650
1.0%
11/20/2023
59.2
59.2
59.2
Frontline Technologies Group LLC
(e)
Software & Services
L+575
1.0%
9/18/2023
19.9
20.0
20.0
HealthChannels LLC
(i)
Health Care Equipment & Services
L+450
0.0%
4/3/2025
24.3
24.1
23.3
Huws Gray Ltd
(e)(h)
Materials
L+525
0.5%
4/11/2025
£
21.7
28.7
29.3
Huws Gray Ltd
(e)(f)
Materials
L+525
0.5%
4/11/2025
6.7
8.9
8.9
ID Verde
(e)(h)
Commercial & Professional Services
E+500, 2.3%
PIK (2.3% Max
PIK)
0.0%
3/29/2024
3.1
3.7
3.8
ID Verde
(e)(h)
Commercial & Professional Services
L+525, 2.3%
PIK (2.3% Max
PIK)
0.0%
3/29/2024
£
1.3
1.7
1.8
ID Verde
(e)(h)
Commercial & Professional Services
E+500, 2.3%
PIK (2.3% Max
PIK)
0.0%
3/29/2025
16.3
19.1
19.9
ID Verde
(e)(h)
Commercial & Professional Services
L+525, 2.3%
PIK (2.3% Max
PIK)
0.0%
3/29/2025
£
6.0
7.9
8.1
Industria Chimica Emiliana Srl
(e)(h)(i)
Pharmaceuticals, Biotechnology & Life Sciences
E+725
0.0%
6/30/2026
62.5
68.6
77.3
Kellermeyer Bergensons Services LLC
(e)(i)(k)
Commercial & Professional Services
L+650
1.0%
11/7/2026
$
29.8
28.2
30.1
129
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 6. Investment Portfolio (continued)
Company (a)
Footnotes
Industry
Interest Rate (b)
Base
Rate
Floor
Maturity
Date
No.
Shares/
Principal
Amount (c)
Cost
Fair
Value
Kettle Cuisine LLC
(i)
Food, Beverage & Tobacco
L+375
1.0%
8/25/2025
$
16.6
$
16.5
$
14.2
Koosharem LLC
(k)
Commercial & Professional Services
L+450
1.0%
4/18/2025
17.1
17.0
16.8
Lionbridge Technologies Inc
(e)(i)(k)
Consumer Services
L+625
1.0%
12/29/2025
29.8
29.0
29.8
MedAssets Inc
(h)
Health Care Equipment & Services
L+450
1.0%
10/20/2022
6.8
6.8
6.8
Parts Town LLC
(e)(h)
Retailing
L+550
1.0%
10/15/2025
24.8
24.6
23.8
Precision Global Corp
(e)(i)
Materials
L+475
1.0%
8/3/2024
9.1
8.7
8.3
Premium Credit Ltd
(e)(k)
Diversified Financials
L+650
0.0%
1/16/2026
£
10.6
13.0
14.3
Project Marron
(e)(i)
Consumer Services
C+575
0.0%
7/2/2025
C$
23.8
18.0
17.5
Project Marron
(e)(i)
Consumer Services
B+575
0.0%
7/3/2025
A$
28.8
19.5
20.5
Qdoba Restaurant Corp
(h)
Consumer Services
L+700
1.0%
3/21/2025
$
1.6
1.4
1.5
Reliant Rehab Hospital Cincinnati LLC
(e)
Health Care Equipment & Services
L+675
0.0%
9/2/2024
19.9
19.2
19.2
Roadrunner Intermediate Acquisition Co LLC
(e)(i)(k)
Health Care Equipment & Services
L+675
1.0%
3/15/2023
19.9
19.7
19.9
Safe-Guard Products International LLC
(e)(i)
Diversified Financials
L+575
0.0%
1/27/2027
20.5
20.4
20.4
Sequa Corp
(i)
Capital Goods
L+675, 0.0% PIK
(1.0% Max PIK)
1.0%
11/28/2023
12.2
11.6
12.3
Smart & Final Stores LLC
(k)
Food & Staples Retailing
L+675
0.0%
6/20/2025
18.5
17.1
18.7
Staples Canada
(e)(h)
Retailing
C+700
1.0%
9/12/2024
C$
43.6
32.9
34.6
Technimark LLC
(i)
Materials
L+375
0.0%
8/8/2025
$
18.4
18.3
18.2
Total Safety US Inc
(k)
Capital Goods
L+600
1.0%
8/16/2025
3.9
3.2
3.7
Transaction Services Group Ltd
(e)(h)(i)
Software & Services
B+600
0.0%
10/15/2026
A$
99.5
68.6
71.2
Virgin Pulse Inc
(e)
Software & Services
L+650
1.0%
5/22/2025
$
19.9
19.9
19.9
Yak Access LLC
(h)
Capital Goods
L+500
0.0%
7/11/2025
0.8
0.6
0.7
Total Senior Secured LoansFirst Lien
1,013.2
1,035.6
130
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 6. Investment Portfolio (continued)
Company (a)
Footnotes
Industry
Interest
Rate (b)
Base
Rate
Floor
Maturity
Date
No.
Shares/
Principal
Amount (c)
Cost
Fair
Value
Unfunded Loan Commitments
$
(21.6
)
$
(21.6
)
Net Senior Secured LoansFirst Lien
991.6
1,014.0
Senior Secured LoansSecond Lien28.9%
Access CIG LLC
(k)
Commercial & Professional Services
L+775
0.0%
2/27/2026
$
0.6
0.5
0.6
Ammeraal Beltech Holding BV
(e)(h)
Capital Goods
L+800
1.0%
9/12/2026
40.7
40.0
39.2
BCA Marketplace PLC
(e)(h)
Retailing
L+825
0.0%
11/22/2027
£
47.7
62.4
64.0
Excelitas Technologies Corp
(k)
Technology Hardware & Equipment
L+750
1.0%
12/1/2025
$
8.4
6.6
8.5
Misys Ltd
(k)
Software & Services
L+725
1.0%
6/13/2025
6.2
4.9
6.2
Resource Label Group LLC
(e)(i)
Materials
L+850
1.0%
11/26/2023
15.0
13.4
14.9
Sequa Corp
(h)
Capital Goods
L+1,075, 0.0% PIK
(6.8% Max PIK)
1.0%
4/28/2024
19.4
15.3
16.9
SIRVA Worldwide Inc
(i)
Commercial & Professional Services
L+950
0.0%
8/3/2026
3.8
3.0
3.2
Watchfire Enterprises Inc
(e)(i)
Technology Hardware & Equipment
L+800
1.0%
10/2/2021
9.3
7.6
9.1
WireCo WorldGroup Inc
(h)
Capital Goods
L+900
1.0%
9/30/2024
10.3
8.4
8.4
Wittur Holding GmbH
(e)(h)(i)
Capital Goods
E+850, 0.5% PIK
(0.5% Max PIK)
0.0%
9/23/2027
55.3
60.3
64.6
Total Senior Secured LoansSecond Lien
222.4
235.6
Other Senior Secured Debt1.0%
Cleaver-Brooks Inc
(h)
Capital Goods
7.9%
3/1/2023
$
8.4
7.1
8.3
Total Other Senior Secured Debt
7.1
8.3
Subordinated Debt5.3%
Home Partners of America Inc
(e)(h)
Real Estate
L+625
1.0%
10/8/2022
42.9
42.6
42.8
Total Subordinated Debt
42.6
42.8
131
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 6. Investment Portfolio (continued)
Company (a)
Footnotes
Industry
Interest Rate (b)
Base
Rate
Floor
Maturity
Date
No.
Shares/
Principal
Amount (c)
Cost
Fair
Value
Asset Based Finance23.8%
Comet Aircraft S.a.r.l., Common Stock
(e)(g)(h)(l)
Capital Goods
12.4%
2/28/2022
$
21.5
21.5
4.8
GA Capital Specialty Lending Fund, Limited Partnership Interest
(e)(h)
Diversified Financials
N/A
8.9
Global Lending Services LLC, Private Equity
(e)(h)(l)
Diversified Financials
6,981,478
7.0
7.8
KKR Zeno Aggregator LP (K2 Aviation), Partnership Interest
(e)(h)
Capital Goods
19,642,734
24.4
21.8
Lenovo Group Ltd, Structured Mezzanine
(e)(h)
Technology Hardware & Equipment
8.0%
6/22/2022
$
15.5
15.5
15.5
Lenovo Group Ltd, Structured Mezzanine
(e)(h)
Technology Hardware & Equipment
12.0%
6/22/2022
$
9.8
9.8
9.8
Luxembourg Life FundAbsolute Return Fund I, 1L Term Loan
(e)(h)
Insurance
L+750
1.5%
2/27/2025
$
30.6
30.7
30.7
Luxembourg Life FundLong Term Growth Fund, 1L Term Loan
(e)(h)
Insurance
9.0%
7/23/2021
$
32.5
32.0
32.5
MP4 2013-2A Class Subord. B
(e)(h)(l)
Diversified Financials
7/25/2029
$
21.0
4.2
3.1
NewStar Clarendon 2014-1A Class D
(e)(h)(l)
Diversified Financials
1/25/2027
$
17.9
6.5
5.6
Pretium Partners LLC P1, Structured Mezzanine
(e)(k)
Real Estate
2.8%, 5.3% PIK
(5.3% Max PIK)
10/22/2026
$
12.0
11.7
12.0
Pretium Partners LLC P2, Structured Mezzanine
(e)(k)
Real Estate
2.0%, 7.5% PIK
(7.5% Max PIK)
5/29/2025
$
25.3
23.8
25.5
132
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 6. Investment Portfolio (continued)
Company (a)
Footnotes
Industry
Interest Rate (b)
Base
Rate
Floor
Maturity
Date
No.
Shares/
Principal
Amount (c)
Cost
Fair
Value
Sealane Trade Finance
(e)(j)
Banks
L+375
0.0%
5/8/2023
$
5.0
5.0
5.0
Sealane Trade Finance
(e)(j)
Banks
L+963
0.0%
5/8/2023
$
12.0
12.0
11.1
Total Asset Based Finance
204.1
194.1
Equity/Other6.1%
ASG Technologies, Common Stock
(e)(i)(l)
Software & Services
540,346
30.0
20.1
Home Partners of America Inc, Common Stock
(e)(i)(l)
Real Estate
18,419
30.0
29.4
Total Equity/Other
60.0
49.5
TOTAL INVESTMENTS189.7%
$
1,527.8
$
1,544.3
Derivative Instruments(1.4)%
Foreign currency forward contracts
$
(11.4
)
(a)
Security may be an obligation of one or more entities affiliated with the named company.
(b)
Certain variable rate securities in the Companys portfolio bear interest at a rate determined by a publicly disclosed base rate plus a
basis point spread. As of December 31, 2020, the three-month London Interbank Offered Rate, or LIBOR or L, was 0.24% and the Euro Interbank Offered Rate, or EURIBOR, was (0.55)%, Canadian Dollar Offer Rate, or CDOR, was 0.48% and
the Australian Interbank Rate, or BBSY or B, was 0.06%. PIK means paid-in-kind. PIK income accruals may be adjusted based on the fair value of the underlying
investment.
(c)
Denominated in U.S. dollars unless otherwise noted.
(d)
Fair value determined by the Companys board of directors.
(e)
Investments classified as Level 3.
(f)
Security is an unfunded commitment. The stated rate reflects the spread disclosed at the time of commitment and may not indicate the actual
rate received upon funding.
(g)
Asset is on non-accrual status.
(h)
Security or portion thereof held within Jersey City Funding LLC and is pledged as collateral supporting the amounts outstanding under the
revolving credit facility with Goldman Sachs.
(i)
Security or portion thereof held within Chestnut Street Funding LLC and is pledged as collateral supporting the amounts outstanding under the
revolving credit facility with Citibank, N.A.
133
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 6. Investment Portfolio (continued)
(j)
Security or portion thereof held within JCF Cayman Ltd and is pledged as collateral supporting the amounts outstanding under the revolving
credit facility with Goldman Sachs.
(k)
Security or portion thereof held within Boxwood Drive Funding LLC and is pledged as collateral supporting the amounts outstanding under the
revolving credit facility with BNP Paribas.
(l)
Security is non-income producing.
Strategic Credit Opportunities Partners, LLC Portfolio
As of December 31, 2019 (in millions)
Company (a)
Footnotes
Industry
Interest Rate (b)
Base
Rate
Floor
Maturity
Date
No.
Shares/
Principal
Amount (c)
Cost
Fair
Value
Senior Secured LoansFirst Lien175.6%
1a Smart Start LLC
(e)(i)
Technology Hardware & Equipment
L+450
1.0%
2/21/2022
$
26.8
$
26.7
$
26.7
1a Smart Start LLC
(e)(f)
Technology Hardware & Equipment
L+450
1.0%
2/21/2022
1.7
1.7
1.6
Apex Group Limited
(e)(f)
Diversified Financials
L+700
1.3%
6/15/2023
2.1
1.9
2.1
Apex Group Limited
(e)(h)(i)
Diversified Financials
L+700
1.3%
6/15/2025
68.1
67.9
68.2
Arrotex Australia Group Pty Ltd
(e)(h)(i)
Pharmaceuticals, Biotechnology & Life Sciences
B+525
1.0%
7/10/2024
A$
75.4
$
50.2
$
52.0
BearCom Acquisition Corp
(e)(i)
Technology Hardware & Equipment
L+450
1.0%
7/5/2024
C$
1.3
0.9
1.0
BearCom Acquisition Corp
(e)(f)
Technology Hardware & Equipment
L+450
1.0%
7/5/2024
BearCom Acquisition Corp
(e)(i)
Technology Hardware & Equipment
L+450
1.0%
7/5/2024
17.0
12.8
13.6
BearCom Acquisition Corp
(e)(f)
Technology Hardware & Equipment
L+450
1.0%
7/5/2024
7.2
5.3
5.4
Belk Inc
(h)
Retailing
L+675
1.0%
7/31/2025
$
4.0
$
3.6
$
2.8
Big Bus Tours Ltd
(e)(i)
Consumer Services
E+700
3/18/2024
9.8
10.9
11.0
Big Bus Tours Ltd
(e)(i)
Consumer Services
L+700
3/18/2024
$
13.9
13.9
13.8
Brand Energy & Infrastructure Services Inc
(h)
Capital Goods
L+425
1.0%
6/21/2024
7.3
7.3
7.3
Bugaboo International BV
(e)(h)
Consumer Durables & Apparel
7.8% PIK
(7.8% Max PIK)
3/20/2025
32.4
37.5
36.0
Casual Dining Group Ltd
(e)(h)
Consumer Services
L+725, 0.8% PIK
(0.8% Max PIK)
12/10/2022
£
22.3
24.0
29.6
134
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 6. Investment Portfolio (continued)
Company (a)
Footnotes
Industry
Interest Rate (b)
Base
Rate
Floor
Maturity
Date
No.
Shares/
Principal
Amount (c)
Cost
Fair
Value
Casual Dining Group Ltd
(e)(h)
Consumer Services
L+1,200 PIK
(L+1,200 Max
PIK)
12/10/2022
£
1.3
$
1.7
$
1.7
Casual Dining Group Ltd
(e)(f)
Consumer Services
L+1,200 PIK
(L+1,200 Max
PIK)
12/10/2022
9.1
12.0
12.2
Catapult Learning LLC
(e)(i)
Consumer Services
L+475
1.0%
4/24/2023
$
3.2
3.2
3.2
Catapult Learning LLC
(e)(f)
Consumer Services
L+475
1.0%
4/24/2023
1.2
1.2
1.2
Catapult Learning LLC
(e)(i)
Consumer Services
L+635
1.0%
4/24/2023
15.8
15.8
15.7
Catapult Learning LLC
(e)(f)
Consumer Services
L+635
1.0%
4/24/2023
1.5
1.5
1.5
Catapult Learning LLC
(e)(i)
Consumer Services
L+635
1.0%
4/24/2023
5.2
5.2
5.1
Catapult Learning LLC
(e)(f)
Consumer Services
L+635
1.0%
4/24/2023
0.5
0.5
0.5
Child Development Schools Inc
(e)(i)
Consumer Services
L+425
5/21/2023
9.9
9.9
9.9
Child Development Schools Inc
(e)(f)
Consumer Services
L+425
5/21/2023
2.5
2.5
2.5
CommerceHub Inc
(h)
Software & Services
L+350
5/21/2025
2.1
2.1
2.1
Commercial Barge Line Co
(h)
Transportation
L+875
1.0%
11/12/2020
4.1
4.0
2.1
DB Datacenter Holdings Inc
(i)
Software & Services
L+425
1.0%
10/3/2024
25.5
25.2
25.1
Dentix
(e)(h)
Health Care Equipment & Services
E+825, 1.8%
PIK (1.8% Max
PIK)
4/7/2020
3.0
3.4
3.0
Dentix
(e)(h)
Health Care Equipment & Services
E+825, 1.8%
PIK (1.8% Max
PIK)
12/1/2022
21.0
24.8
20.9
Diamond Resorts International Inc
(h)
Consumer Services
L+375
1.0%
9/2/2023
$
6.8
6.6
6.6
Eacom Timber Corp
(e)(h)
Materials
L+650
1.0%
11/30/2023
65.9
65.9
62.3
HealthChannels LLC
(i)
Health Care Equipment & Services
L+450
4/3/2025
24.6
24.3
24.2
Highline Aftermarket Acquisition LLC
(e)(f)
Automobiles & Components
L+350
1.0%
4/26/2023
2.8
2.6
2.6
Huws Gray Ltd
(e)(h)
Materials
L+525
0.5%
4/11/2025
£
20.2
26.7
26.7
Huws Gray Ltd
(e)(h)
Materials
L+525
0.5%
4/11/2025
0.7
1.0
1.0
135
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 6. Investment Portfolio (continued)
Company (a)
Footnotes
Industry
Interest Rate (b)
Base
Rate
Floor
Maturity
Date
No.
Shares/
Principal
Amount (c)
Cost
Fair
Value
Huws Gray Ltd
(e)(f)
Materials
L+525
0.5%
4/11/2025
£
7.4
$
9.7
$
9.8
ID Verde
(e)(h)
Commercial & Professional Services
E+700
3/29/2024
3.1
3.6
3.5
ID Verde
(e)(h)
Commercial & Professional Services
E+700
3/29/2024
£
1.3
1.7
1.7
ID Verde
(e)(h)
Commercial & Professional Services
E+700
3/29/2025
15.9
18.5
17.8
ID Verde
(e)(h)
Commercial & Professional Services
L+725
3/29/2025
£
5.8
7.7
7.7
Imagine Communications Corp
(e)(i)
Media & Entertainment
L+750
1.0%
4/29/2020
$
11.6
11.6
11.6
Imagine Communications Corp
(e)(i)
Media & Entertainment
L+750
1.0%
4/29/2020
19.5
19.5
19.5
Imagine! Print Solutions Inc
(i)
Media & Entertainment
L+475
1.0%
6/21/2022
13.6
10.9
5.1
Industria Chimica Emiliana Srl
(e)(h)(i)
Pharmaceuticals, Biotechnology & Life Sciences
L+650
6/30/2026
62.5
68.4
68.4
Kettle Cuisine LLC
(i)
Food, Beverage & Tobacco
L+375
1.0%
8/25/2025
$
16.8
16.7
16.6
Koosharem LLC
(h)
Commercial & Professional Services
L+450
1.0%
4/18/2025
17.7
17.6
17.4
MedAssets Inc
(h)
Health Care Equipment & Services
L+450
1.0%
10/20/2022
6.9
6.9
5.7
P2 Energy Solutions, Inc.
(h)
Software & Services
L+375
1.0%
10/30/2020
2.9
2.9
2.9
Parts Authority Inc
(e)(i)
Automobiles & Components
L+425
1/5/2024
2.1
2.1
2.1
Parts Authority Inc
(e)(f)
Automobiles & Components
L+425
1/5/2024
4.0
4.0
4.0
Parts Authority Inc
(e)(i)
Automobiles & Components
L+425
1/5/2025
17.3
17.1
17.2
Parts Town LLC
(e)(h)
Retailing
L+550
1.0%
10/15/2025
25.0
24.9
24.9
Precision Global Corp
(e)(i)
Materials
L+475
1.0%
8/3/2024
9.2
8.7
8.8
Precision Global Corp
(e)(f)
Materials
L+475
1.0%
8/3/2024
1.2
1.2
1.2
Project Marron
(e)(i)
Consumer Services
B+625
7/3/2025
A$
28.8
19.5
20.3
Project Marron
(e)(i)
Consumer Services
L+625
7/2/2025
C$
23.8
18.0
18.5
Quirch Foods Co
(i)
Food & Staples Retailing
L+600
12/19/2025
$
14.8
14.9
14.8
Sentry Data Systems Inc
(e)(i)
Health Care Equipment & Services
L+675
1.0%
5/7/2021
0.2
0.2
0.2
136
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 6. Investment Portfolio (continued)
Company (a)
Footnotes
Industry
Interest Rate (b)
Base
Rate
Floor
Maturity
Date
No.
Shares/
Principal
Amount (c)
Cost
Fair
Value
Sentry Data Systems Inc
(e)(f)
Health Care Equipment & Services
L+675
1.0%
5/7/2021
$
0.5
$
0.5
$
0.5
Sentry Data Systems Inc
(e)(i)
Health Care Equipment & Services
L+675
1.0%
5/7/2021
9.6
9.5
9.5
Smart & Final Stores LLC
(h)
Food & Staples Retailing
L+675
6/20/2025
18.8
17.2
18.2
SMART Global Holdings Inc
(e)(f)
Semiconductors & Semiconductor Equipment
L+400
2/9/2021
0.6
0.6
0.6
SMART Global Holdings Inc
(e)(h)
Semiconductors & Semiconductor Equipment
L+625
1.0%
8/9/2022
37.7
38.0
37.8
Staples Canada
(e)(h)
Retailing
L+700
1.0%
9/12/2024
C$
38.9
29.4
30.6
Technimark LLC
(i)
Materials
L+375
8/8/2025
$
18.5
18.4
18.2
Transaction Services Group Ltd
(e)(h)(i)
Consumer Services
L+600
10/15/2026
A$
99.5
68.4
68.4
Weld North Education LLC
(i)
Software & Services
L+425
2/15/2025
$
14.8
14.8
14.8
Total Senior Secured LoansFirst Lien
1,007.8
999.5
Unfunded Loan Commitments
(46.1
)
(46.1
)
Net Senior Secured LoansFirst Lien
961.7
953.4
Senior Secured LoansSecond Lien37.5%
Ammeraal Beltech Holding BV
(e)(h)
Capital Goods
L+800
7/27/2026
40.7
39.9
39.3
BCA Marketplace PLC
(e)(h)(i)
Retailing
L+825
9/24/2027
£
47.7
62.7
62.3
Casual Dining Group Ltd
(e)(h)
Consumer Services
11.5% PIK
(11.5% Max PIK)
12/10/2022
15.3
19.8
20.2
Resource Label Group LLC
(e)(i)
Materials
L+850
1.0%
11/26/2023
$
15.0
12.9
13.0
Watchfire Enterprises Inc
(e)(i)
Technology Hardware & Equipment
L+800
1.0%
10/2/2021
9.3
6.3
9.3
Wittur Holding GmbH
(e)(h)(i)
Capital Goods
E+850, 0.5%
PIK (0.5% Max
PIK)
9/23/2027
55.0
59.8
59.8
137
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 6. Investment Portfolio (continued)
Company (a)
Footnotes
Industry
Interest Rate (b)
Base
Rate
Floor
Maturity
Date
No.
Shares/
Principal
Amount (c)
Cost
Fair
Value
Total Senior Secured LoansSecond Lien
201.4
203.9
Subordinated Debt10.6%
Home Partners of America Inc
(e)(i)
Real Estate
L+625
1.0%
10/8/2022
$
42.9
$
42.5
$
42.9
Kenan Advantage Group Inc
(h)
Transportation
7.9%
7/31/2023
7.7
7.6
7.5
Solera LLC
(h)
Software & Services
10.5%
3/1/2024
6.8
7.2
7.2
Total Subordinated Debt
57.3
57.6
Asset Based Finance30.2%
Comet Aircraft S.a.r.l., Common Stock
(e)(h)
Capital Goods
14.0%
2/28/2022
29,557,191
33.8
32.2
GA Capital Specialty Lending Fund, Limited Partnership Interest
(e)(h)
Diversified Financials
N/A
11.0
Global Lending Services LLC, Private Equity
(e)(h)
Diversified Financials
6,981,478
7.0
7.0
KKR Zeno Aggregator LP (K2 Aviation)
(e)(h)
Capital Goods
19,642,734
24.4
23.2
Lenovo Group Ltd, Structured Mezzanine
(e)(h)
Technology Hardware & Equipment
8.0%
6/22/2022
$
15.5
15.5
15.5
Lenovo Group Ltd, Structured Mezzanine
(e)(h)
Technology Hardware & Equipment
12.0%
6/22/2022
$
9.8
9.8
9.8
MP4 2013-2A Class Subord. B
(e)(h)
Diversified Financials
7/25/2029
$
21.0
5.5
6.5
NewStar Clarendon 2014-1A
Class D
(e)(h)
Diversified Financials
1/25/2027
$
17.9
7.9
7.0
Pretium Partners LLC P1, Structured Mezzanine
(e)(h)
Real Estate
2.8%, 5.3% PIK
(5.3% Max PIK)
10/22/2026
$
11.7
11.7
11.7
Pretium Partners LLC P2, Structured Mezzanine
(e)(h)
Real Estate
2.0%, 7.5% PIK
(7.5% Max PIK)
5/29/2025
$
23.5
23.8
23.8
Sealane Trade Finance
(e)
Banks
L+375
1.0%
5/8/2023
$
5.0
5.0
5.0
138
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 6. Investment Portfolio (continued)
Company (a)
Footnotes
Industry
Interest Rate (b)
Base
Rate
Floor
Maturity
Date
No.
Shares/
Principal
Amount (c)
Cost
Fair
Value
Sealane Trade Finance
(e)
Banks
L+963
1.0%
5/8/2023
$
12.0
12.0
11.8
Total Asset Based Finance
156.4
164.5
Equity/Other10.9%
ASG Technologies, Common Stock
(e)(i)
Software & Services
540,346
30.0
26.6
Casual Dining Group Ltd, Common Stock
(e)(h)
Consumer Services
12,670,634
15.9
2.2
Home Partners of America Inc, Common Stock
(e)(i)
Real Estate
18,419
30.0
30.3
Total Equity/Other
75.9
59.1
TOTAL INVESTMENTS264.8%
$
1,452.7
$
1,438.5
Derivative Instruments0.0%
Foreign currency forward contracts
$
0.9
(a)
Security may be an obligation of one or more entities affiliated with the named company.
(b)
Certain variable rate securities in the Companys portfolio bear interest at a rate determined by a publicly disclosed base rate plus a
basis point spread. As of December 31, 2019, the three-month London Interbank Offered Rate, or LIBOR or L, was 1.91% and the Euro Interbank Offered Rate, or EURIBOR, was (0.38)% and the Australian Interbank Rate, or BBSY or
B, was 0.92%. PIK means paid-in-kind. PIK income accruals may be adjusted based on the fair value of the underlying investment.
(c)
Denominated in U.S. dollars unless otherwise noted.
(d)
Fair value determined by the Companys board of directors.
(e)
Investments classified as Level 3.
(f)
Security is an unfunded commitment. The stated rate reflects the spread disclosed at the time of commitment and may not indicate the actual
rate received upon funding.
(g)
Not used.
(h)
Security or portion thereof held within Jersey City Funding LLC and is pledged as collateral supporting the amounts outstanding under the
revolving credit facility with Goldman Sachs.
(i)
Security or portion thereof held within Chestnut Street Funding LLC and is pledged as collateral supporting the amounts outstanding under the
revolving credit facility with Citibank, N.A.
139
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 6. Investment Portfolio (continued)
Below is selected balance sheet information for SCJV as of December 31, 2020 and
2019:
As of
December 31,
2020
December 31,
2019
Selected Balance Sheet Information
Total investments, at fair value
$
1,544.3
$
1,438.5
Cash and other assets
188.6
220.9
Total assets
1,732.9
1,659.4
Debt
722.0
466.1
Other liabilities
196.8
645.9
Total liabilities
918.8
1,112.0
Members equity
$
814.1
$
547.4
Below is selected statement of operations information for SCJV for
the years ended December 31, 2020 and 2019:
As of
December 31,
2020
December 31,
2019
Selected Statement of Operation Information
Total investment income
$
115.7
$
66.0
Expenses
Interest expense
21.6
17.3
Custodian and accounting fees
1.0
0.5
Administrative services
4.2
1.7
Professional services
0.6
0.6
Other
0.1
0.0
Total expenses
27.5
20.1
Net investment income
88.2
45.9
Net realized and unrealized losses
(106.4
)
(13.6
)
Net increase in net assets resulting from operations
$
(18.2
)
$
32.3
Note 7. Financial Instruments
The following is a summary of the fair value and location of the Companys derivative instruments in the consolidated balance sheets held as of December 31, 2020 and 2019:
Fair Value
Derivative Instrument
Statement Location
December 31,
2020
December 31,
2019
Foreign currency forward contracts
Unrealized appreciation on foreign currency forward contracts
$
1
$
1
Foreign currency forward contracts
Unrealized depreciation on foreign currency forward contracts
(3
)
0
Total
$
(2
)
$
1
140
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 7. Financial Instruments (continued)
Net realized and unrealized gains and losses on derivative instruments recorded by the
Company for the years ended December 31, 2020 and 2019 are in the following locations in the consolidated statements of operations:
Net Realized Gains (Losses)
Derivative Instrument
Statement Location
December 31,
2020
December 31,
2019
Cross currency swaps
Net realized gain (loss) on swap contracts
$
$
(11
)
Foreign currency forward contracts
Net realized gain (loss) on foreign currency forward contracts
0
12
Total
$
0
$
1
Net Unrealized Gains (Losses)
Derivative Instrument
Statement Location
December 31,
2020
December 31,
2019
Cross currency swaps
Net change in unrealized appreciation (depreciation) on swap contracts
$
$
16
Foreign currency forward contracts
Net change in unrealized appreciation (depreciation) on foreign currency forward contracts
(3
)
(2
)
Total
$
(3
)
$
14
Offsetting of Derivative Instruments
The Company has derivative instruments that are subject to master netting agreements. These agreements include provisions to offset positions with the same counterparty in the event of default by one of
the parties. The Companys unrealized appreciation and depreciation on derivative instruments are reported as gross assets and liabilities, respectively, in the condensed consolidated statements of assets and liabilities. The following tables
present the Companys assets and liabilities related to derivatives by counterparty, net of amounts available for offset under a master netting arrangement and net of any collateral received or pledged by the Company for such assets and
liabilities as of December 31, 2020 and 2019:
December 31, 2020
Counterparty
Derivative
Assets Subject
to
Master Netting
Agreement
Derivatives
Available for
Offset
Non-cash
Collateral
Received (1)
Cash
Collateral
Received (1)
Net Amount of
Derivative
Assets (2)
JP Morgan Chase Bank
$
1
$
(1
)
$
$
$
Total
$
1
$
(1
)
$
$
$
Counterparty
Derivative
Liabilities
Subject to
Master Netting
Agreement
Derivatives
Available for
Offset
Non-cash
Collateral
Received (1)
Cash
Collateral
Received (1)
Net Amount
of
Derivative
Liabilities (3)
JP Morgan Chase Bank
$
(3
)
$
1
$
$
$
(2
)
Total
$
(3
)
$
1
$
$
$
(2
)
141
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 7. Financial Instruments (continued)
December 31, 2019
Counterparty
Derivative
Assets
Subject to
Master
Netting
Agreement
Derivatives
Available
for Offset
Non-cash
Collateral
Received (1)
Cash
Collateral
Received (1)
Net
Amount
of
Derivative
Assets (2)
JP Morgan Chase Bank
$
1
$
$
$
$
1
Total
$
1
$
$
$
$
1
Counterparty
Derivative
Liabilities
Subject to
Master
Netting
Agreement
Derivatives
Available
for Offset
Non-cash
Collateral
Received (1)
Cash
Collateral
Received (1)
Net
Amount of
Derivative
Liabilities (3)
JP Morgan Chase Bank
$
0
$
1
$
$
$
1
Total
$
0
$
1
$
$
$
1
(1)
In some instances, the actual amount of the collateral received and/or pledged may be more than the amount shown due to overcollateralization.
(2)
Net amount of derivative assets represents the net amount due from the counterparty to the Company.
(3)
Net amount of derivative liabilities represents the net amount due from the Company to the counterparty.
Foreign Currency Forward Contracts and Cross Currency Swaps:
The Company may enter into foreign currency forward contracts and cross currency swaps from time to time to facilitate settlement of purchases and sales of investments denominated in foreign currencies
and to economically hedge the impact that an adverse change in foreign exchange rates would have on the value of the Companys investments denominated in foreign currencies. A foreign currency forward contract is a commitment to purchase or
sell a foreign currency at a future date at a negotiated forward rate. These contracts are marked-to-market by recognizing the difference between the contract forward
exchange rate and the forward market exchange rate on the last day of the period presented as unrealized appreciation or depreciation. Realized gains or losses are recognized when forward contracts are settled. Risks arise as a result of the
potential inability of the counterparties to meet the terms of their contracts. The Company attempts to limit counterparty risk by only dealing with well-known counterparties.
Cross currency swaps are interest rate swaps in which interest cash flows are exchanged between two parties based on the notional amounts of two different currencies. These swaps are marked-to-market by recognizing the difference between the present value of cash flows of each leg of the swaps as unrealized appreciation or depreciation. Realized gain or
loss is recognized when periodic payments are received or paid and the swaps are terminated. The entire notional value of a cross currency swap is subject to the risk that the counterparty to the swap will default on its contractual delivery
obligations. The Company attempts to limit counterparty risk by only dealing with well-known counterparties. The Company utilizes cross currency swaps from time to time in order to hedge a portion of its investments in foreign currency.
The average notional balance for cross currency swaps during the year ended December 31, 2019 was $103.6. The average notional
balance for foreign currency forward contracts during the year ended December 31, 2020 and 2019 was $41.2 and $198.6, respectively. See consolidated schedule of investments for the Companys open foreign currency forward contracts.
Note 8. Fair Value of Financial Instruments
Under existing accounting guidance, fair value is defined as the price that the Company would receive upon selling an investment or pay to transfer a liability in an orderly transaction to a market
participant in the principal or most advantageous
142
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 8. Fair Value of Financial
Instruments (continued)
market for the investment. This accounting guidance emphasizes valuation techniques that maximize the use of observable market inputs and minimize the use of unobservable inputs. Inputs refer
broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants
would use in pricing an asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability
developed based on the best information available in the circumstances. The Company classifies the inputs used to measure these fair values into the following hierarchy as defined by current accounting guidance:
Level 1 : Inputs that are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 : Inputs that are quoted prices for similar assets or liabilities in active markets.
Level 3 : Inputs that are unobservable for an asset or liability.
A financial instruments categorization within the valuation hierarchy is based upon the lowest level of input that is significant to
the fair value measurement.
As of December 31, 2020 and 2019, the Companys investments and secured borrowing were
categorized as follows in the fair value hierarchy:
Valuation Inputs
December 31, 2020
December 31, 2019
Level 1Price quotations in active markets
$
$
1
Level 2Significant other observable inputs
260
730
Level 3Significant unobservable inputs
5,807
6,147
Investments measured at net asset value (1)
713
479
$
6,780
$
7,357
(1)
Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been
categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheet.
The Companys investments consist primarily of debt investments that were acquired directly from the issuer. Debt investments, for
which broker quotes are not available, are valued by independent valuation firms, which determine the fair value of such investments by considering, among other factors, the borrowers ability to adequately service its debt, prevailing interest
rates for like investments, expected cash flows, call features, anticipated repayments and other relevant terms of the investments. Except as described below, all of the Companys equity/other investments are also valued by independent
valuation firms, which determine the fair value of such investments by considering, among other factors, contractual rights ascribed to such investments, as well as various income scenarios and multiples of earnings before interest, taxes,
depreciation and amortization, or EBITDA, cash flows, net income, revenues or, in limited instances, book value or liquidation value. An investment that is newly issued and purchased near the date of the financial statements is valued at cost
if the Companys board of directors determines that the cost of such investment is the best indication of its fair value. Such investments described above are typically classified as Level 3 within the fair value hierarchy. Investments
that are traded on an active public market are valued at their closing price as of the date of the financial statements and are classified as Level 1 within the fair value hierarchy. Except as described above, the Company typically values its
other investments by using the midpoint of the prevailing bid and ask prices from dealers on the date of the relevant period end, which are provided by independent third-party pricing services and screened for validity by such services and are
typically classified as Level 2 within the fair value hierarchy.
The Company periodically benchmarks the bid and ask
prices it receives from the third-party pricing services and/or dealers and independent valuation firms, as applicable, against the actual prices at which the Company purchases and sells its investments. Based on the results of the benchmark
analysis and the experience of the Companys management in purchasing and selling these investments, the Company believes that these prices are reliable indicators of fair value. The valuation committee of the Companys board of directors
and the board of directors reviewed and approved the valuation determinations made with respect to these investments in a manner consistent with the Companys valuation policy.
143
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 8. Fair Value of Financial
Instruments (continued)
The following is a reconciliation for the years ended December 31, 2020 and 2019 of
investments for which significant unobservable inputs (Level 3) were used in determining fair value:
For the Year Ended December 31, 2020
Senior
Secured
LoansFirst
Lien
Senior
Secured
LoansSecond
Lien
Other
Senior
Secured
Debt
Subordinated
Debt
Asset
Based
Finance
Equity/
Other
Total
Fair value at beginning of period
$
3,358
$
1,015
$
152
$
313
$
737
$
572
$
6,147
Accretion of discount (amortization of premium)
7
4
1
1
13
Net realized gain (loss)
(131
)
(33
)
(94
)
(85
)
(7
)
(85
)
(435
)
Net change in unrealized appreciation (depreciation)
(24
)
(79
)
17
(1
)
(50
)
(21
)
(158
)
Purchases
1,397
100
48
426
65
2,036
Paid-in-kind interest
18
6
3
13
26
16
82
Sales and repayments
(1,407
)
(151
)
(42
)
(137
)
(181
)
(18
)
(1,936
)
Net transfers in or out of Level 3
58
58
Fair value at end of period
$
3,276
$
862
$
36
$
152
$
951
$
530
$
5,807
The amount of total gains or losses for the period included in changes in net assets attributable to the change in unrealized
gains or losses relating to investments still held at the reporting date
$
(49
)
$
(85
)
$
(6
)
$
(11
)
$
(3
)
$
(92
)
$
(246
)
For the Year Ended December 31, 2019
Senior
Secured
LoansFirst
Lien
Senior
Secured
LoansSecond
Lien
Other
Senior
Secured
Debt
Subordinated
Debt
Asset
Based
Finance
Equity/
Other
Total
Fair value at beginning of period
$
3,689
$
884
$
165
$
300
$
667
$
537
$
6,242
Accretion of discount (amortization of premium)
8
3
1
4
1
17
Net realized gain (loss)
(47
)
(18
)
9
12
(44
)
Net change in unrealized appreciation (depreciation)
(35
)
(50
)
(21
)
(17
)
(4
)
18
(109
)
Purchases
1,544
341
45
56
359
57
2,402
Paid-in-kind interest
3
3
6
19
15
14
60
Sales and repayments
(1,804
)
(148
)
(44
)
(45
)
(313
)
(67
)
(2,421
)
Net transfers in or out of Level 3
Fair value at end of period
$
3,358
$
1,015
$
152
$
313
$
737
$
572
$
6,147
The amount of total gains or losses for the period included in changes in net assets attributable to the change in unrealized
gains or losses relating to investments still held at the reporting date
$
(73
)
$
(51
)
$
(20
)
$
(19
)
$
3
$
13
$
(147
)
The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value
measurements as of December 31, 2020 and 2019 were as follows:
Type of Investment
Fair Value
at
December 31, 2020
Valuation
Technique (1)
Unobservable
Input
Range
Impact to
Valuation
from
an Increase
in
Input (2)
Senior Debt
$
3,519
Discounted Cash Flow
Discount Rate
5.7% - 18.6% (9.0%)
Decrease
418
Waterfall
EBITDA Multiple
0.1x - 12.7x (7.2x)
Increase
237
Cost
Subordinated Debt
71
Discounted Cash Flow
Discount Rate
12.3% - 12.3% (12.3%)
Decrease
63
Waterfall
EBITDA Multiple
7.8x - 11.5x (7.8x)
Increase
18
Cost
144
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 8. Fair Value of Financial
Instruments (continued)
Type of Investment
Fair Value
at
December 31, 2020
Valuation
Technique (1)
Unobservable
Input
Range
Impact to
Valuation
from
an Increase
in
Input (2)
Asset Based Finance
535
Waterfall
EBITDA Multiple
1.0x - 12.0x (3.6x)
Increase
287
Discounted Cash Flow
Discount Rate
4.2% - 15.2% (9.9%)
Decrease
59
Other (3)
70
Cost
Equity/Other
346
Waterfall
EBITDA Multiple
0.1x - 12.5x (7.4x)
Increase
135
Option Pricing Model
Equity Illiquidity Discount
11.0% - 50.0% (11.9%)
Decrease
49
Other (3)
Total
$
5,807
Type of Investment
Fair Value
at
December 31, 2019
Valuation
Technique (1)
Unobservable
Input
Range
Impact to
Valuation
from
an Increase in
Input (2)
Senior Debt
$
3,802
Discounted Cash Flow
Discount Rate
6.30% - 19.10% (9.79%)
Decrease
380
Waterfall
EBITDA Multiple
2.05x - 21.05x (6.98x)
Increase
311
Cost
31
Other (3)
Subordinated Debt
232
Discounted Cash Flow
Discount Rate
11.20% - 20.80% (14.80%)
Decrease
78
Waterfall
EBITDA Multiple
8.15x - 10.40x (8.89x)
Increase
4
Option Pricing Model
Equity Illiquidity Discount
25.00% - 25.00% (25.00%)
Decrease
Asset Based Finance
455
Waterfall
EBITDA Multiple
1.00x - 13.00x (4.37x)
Increase
128
Discounted Cash Flow
Discount Rate
7.80% - 16.00% (12.16%)
Decrease
100
Cost
46
Other (3)
8
Indicative Dealer Quotes
4.73% - 32.70% (32.36%)
Increase
Equity/Other
408
Waterfall
EBITDA Multiple
0.18x - 15.60x (7.77x)
Increase
139
Option Pricing Model
Equity Illiquidity Discount
20.00% - 30.00% (20.13%)
Decrease
25
Other (3)
Total
$
6,147
(1)
Investments using a market quotes valuation technique were primarily valued by using the midpoint of the prevailing bid and ask prices from
dealers on the date of the relevant period end, which were provided by independent third-party pricing services and screened for validity by such services. Investments valued using an EBITDA multiple or a revenue multiple pursuant to the market
comparables valuation technique may be conducted using an enterprise valuation waterfall analysis.
(2)
Represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding
unobservable input. A decrease to the input would have the opposite effect. Significant changes in these inputs in isolation could result in significantly higher or lower fair value measurements.
(3)
Fair value based on expected outcome of proposed corporate transactions and/or other factors.
Note 9. Financing Arrangements
Prior to June 14, 2019, in accordance with the 1940 Act, the Company was allowed to borrow amounts such that its asset coverage, calculated pursuant to the 1940 Act, was at least 200% after such
borrowing. Effective June 15, 2019, the Companys asset coverage requirement applicable to senior securities was reduced from 200% to 150%. As of December 31, 2020, the aggregate amount outstanding of senior securities issued by
the Company was $4,042. As of December 31, 2020, the Companys asset coverage was 177%.
145
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 9. Financing Arrangements (continued)
The following tables present summary information with respect to the Companys
outstanding financing arrangements as of December 31, 2020 and 2019:
As of December 31, 2020
Arrangement
Type of Arrangement
Rate
Amount
Outstanding
Amount
Available
Maturity Date
CCT Tokyo Funding Credit Facility (2)
Revolving Credit Facility
L+1.75% - 2.00% (1)(3)
$
260
$
40
December 2, 2023
Senior Secured Revolving Credit Facility (2)
Revolving Credit Facility
L+1.75% -
2.00% (1)(4)
615
(5)
1,000
December 23, 2025
4.750% Notes due 2022 (6)
Unsecured Notes
4.75%
450
May 15, 2022
5.000% Notes due 2022 (6)
Unsecured Notes
5.00%
245
June 28, 2022
4.625% Notes due 2024 (6)
Unsecured Notes
4.63%
400
July 15, 2024
4.125% Notes due 2025 (6)
Unsecured Notes
4.13%
470
February 1, 2025
8.625% Notes due 2025 (6)
Unsecured Notes
8.63%
250
May 15, 2025
3.400% Notes due 2026 (6)
Unsecured Notes
3.40%
1,000
January 15, 2026
CLO-1 Notes (2)(7)
Collateralized Loan Obligation
L+1.85% - 3.01% (1)
352
January 15, 2031
Total
$
4,042
$
1,040
(1)
LIBOR is subject to a 0% floor.
(2)
The carrying amount outstanding under the facility approximates its fair value.
(3)
The spread over LIBOR is determined by reference to the amount outstanding under the facility.
(4)
The spread over LIBOR is determined by reference to the ratio of the value of the borrowing base to the aggregate amount of certain
outstanding indebtedness of the Company.
(5)
Amount includes borrowing in Euros, Canadian dollars, pounds sterling and Australian dollars. Euro balance outstanding of 164 has been
converted to U.S. dollars at an exchange rate of 1.00 to $1.22 as of December 31, 2020 to reflect total amount outstanding in U.S. dollars. Canadian dollar balance outstanding of CAD $63 has been converted to U.S dollars at an exchange
rate of CAD $1.00 to $0.78 as of December 31, 2020 to reflect total amount outstanding in U.S. dollars. Pounds sterling balance outstanding of £111 has been converted to U.S dollars at an exchange rate of £1.00 to $1.37 as of
December 31, 2020 to reflect total amount outstanding in U.S. dollars. Australian dollar balance outstanding of A$6 has been converted to U.S dollars at an exchange rate of A$1.00 to $0.77 as of December 31, 2020 to reflect total amount
outstanding in U.S. dollars.
(6)
As of December 31, 2020, the fair value of the 4.750% notes, the 5.000% notes, the 4.625% notes, the 4.125% notes, the 8.625% notes and
the 3.400% notes was approximately $468, $245, $422, $490, $285 and $994 respectively. These valuations are considered Level 2 valuations within the fair value hierarchy.
(7)
As of December 31, 2020, there were $281.4 of Class A-1R notes outstanding at L+1.85%, $20.5 of Class A-2R notes outstanding at
L+2.25%, $32.4 of Class B-1R notes outstanding at L+2.60% and $17.4 of Class B-2R notes outstanding at 3.011%.
As of December 31, 2019
Arrangement
Type of Arrangement
Rate
Amount
Outstanding
Amount
Available
Maturity Date
CCT Tokyo Funding Credit Facility (2)
Revolving Credit Facility
L+1.75% -
2.00% (1)(3)
$
265
$
35
June 2, 2023
Locust Street Credit Facility (2)
Revolving Credit Facility
L+2.50% (1)
400
September 28, 2022
Senior Secured Revolving Credit Facility (2)
Revolving Credit Facility
L+1.75% - 2.00% (1)(4)
1,613
(5)
602
November 7, 2024
4.750% Notes due 2022 (6)
Unsecured Notes
4.75%
450
May 15, 2022
5.000% Notes due 2022 (6)
Unsecured Notes
5.00%
245
June 28, 2022
4.625% Notes due 2024 (6)
Unsecured Notes
4.63%
400
July 15, 2024
4.125% Notes due 2025 (6)
Unsecured Notes
4.13%
470
February 1, 2025
CLO-1 Notes (2)(7)
Collateralized Loan Obligation
L+1.70% - 2.50% (1)
352
July 15, 2030
Total
$
4,195
$
637
(1)
LIBOR is subject to a 0% floor.
(2)
The carrying amount outstanding under the facility approximates its fair value.
146
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 9. Financing Arrangements (continued)
(3)
The spread over LIBOR is determined by reference to the amount outstanding under the facility.
(4)
The spread over LIBOR is determined by reference to the ratio of the value of the borrowing base to the aggregate amount of certain
outstanding indebtedness of the Company.
(5)
Amount includes borrowing in Euros, Canadian dollars, pounds sterling and Australian dollars. Euro balance outstanding of 291 has been
converted to U.S. dollars at an exchange rate of 1.00 to $1.12 as of December 31, 2019 to reflect total amount outstanding in U.S. dollars. Canadian dollar balance outstanding of CAD $69 has been converted to U.S dollars at an exchange
rate of CAD $1.00 to $0.77 as of December 31, 2019 to reflect total amount outstanding in U.S. dollars. Pounds sterling balance outstanding of £100 has been converted to U.S dollars at an exchange rate of £1.00 to $1.33 as of
December 31, 2019 to reflect total amount outstanding in U.S. dollars. Australian dollar balance outstanding of A$173 has been converted to U.S dollars at an exchange rate of A$1.00 to $0.70 as of December 31, 2019 to reflect total amount
outstanding in U.S. dollars.
(6)
As of December 31, 2019, the fair value of the 4.750% notes, the 5.000% notes, the 4.625% notes and the 4.125% notes was approximately
$467, $250, $416 and $478, respectively. These valuations are considered Level 2 valuations within the fair value hierarchy.
(7)
As of December 31, 2019, there were $299.4 of Class A-1 notes outstanding at L+1.70% and
$52.3 of Class A-2 notes outstanding at L+2.50%.
For the years
ended December 31, 2020, 2019 and 2018, the components of total interest expense for the Companys financing arrangements were as follows:
Year Ended December 31,
2020
2019
2018
Arrangement (1)
Direct
Interest
Expense
Amortization
of
Deferred
Financing
Costs
and
Discount
Total
Interest
Expense
Direct
Interest
Expense
Amortization
of
Deferred
Financing
Costs
and
Discount
Total
Interest
Expense
Direct
Interest
Expense
Amortization
of
Deferred
Financing
Costs
and
Discount
Total
Interest
Expense
CCT New York Funding Credit Facility (2)
$
$
$
$
2
$
$
2
$
1
$
$
1
CCT Tokyo Funding Credit Facility (2)
6
1
7
8
8
0
0
Hamilton Street Funding Credit Facility (2)
3
1
4
ING Credit Facility (2)
3
3
Locust Street Funding Credit Facility (2)
13
3
16
26
2
28
21
1
22
Senior Secured Revolving Credit Facility (2)
41
3
44
57
1
58
4
1
5
4.000% Notes due 2019
8
1
9
16
1
17
4.250% Notes due 2020
16
1
17
17
1
18
4.750% Notes due 2022
21
0
21
17
0
17
13
1
14
5.000% Notes due 2022
12
12
12
12
4.625% Notes due 2024
19
1
20
8
1
9
4.125% Notes due 2025
19
3
22
2
0
2
8.625% Notes due 2025
15
1
16
3.400% Notes due 2026
2
0
2
2019-1 Notes
10
0
10
8
0
8
Total
$
158
$
12
$
170
$
164
$
6
$
170
$
78
$
6
$
84
(1)
Borrowings of each of the Companys wholly-owned, special-purpose financing subsidiaries are considered borrowings of the Company for
purposes of complying with the asset coverage requirements applicable to BDCs under the 1940 Act.
(2)
Direct interest expense includes the effect of non-usage fees.
The Companys average borrowings and weighted average interest rate, including the
effect of non-usage fees, for the year ended December 31, 2020 were $4,240 and 3.71%, respectively. As of December 31, 2020, the Companys weighted average effective interest
rate on borrowings, including the effect of non-usage fees, was 3.88%.
The Companys average borrowings and weighted average interest rate, including the effect of non-usage fees, for the year ended
December 31, 2019 were $3,642 and 4.49%, respectively. As of December 31, 2019, the Companys weighted average effective interest rate on borrowings, including the
effect of non-usage fees, was 4.01%.
147
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 9. Financing Arrangements (continued)
Under its financing arrangements, the Company has made certain representations and
warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar financing arrangements. The Company was in compliance with all covenants required by its financing arrangements as of
December 31, 2020 and December 31, 2019.
CCT New York Funding Credit Facility
On November 29, 2016, CCT New York Funding LLC, or CCT New York Funding, a wholly owned special purpose financing subsidiary of the
Company, entered into a revolving credit facility, or the CCT New York Funding Credit Facility, pursuant to a loan and security agreement, or the CCT New York Funding Loan Agreement, with JPMorgan Chase Bank, National Association, or JPMorgan, as
administrative agent and lender, any additional lenders from time to time party thereto, the collateral administrator, collateral agent and securities intermediary party thereto, and the Company, which succeeded CCT as the portfolio manager.
The CCT New York Funding Credit Facility provided for borrowings in an aggregate principal amount up to $300.
In connection with amending and restating the Locust Street Loan Agreement, the Company repaid and terminated the CCT New York Funding
Credit Facility.
CCT Tokyo Funding Credit Facility
On December 2, 2015, CCT Tokyo Funding LLC, or CCT Tokyo Funding, a wholly owned special purpose financing subsidiary of the Company, entered into a revolving credit facility, or as amended the CCT
Tokyo Funding Credit Facility, pursuant to a loan and servicing agreement with Sumitomo Mitsui Banking Corporation, or SMBC, as the administrative agent, collateral agent, and lender, and the Company, which succeeded CCT as the servicer and
transferor.
The CCT Tokyo Funding Credit Facility provides for borrowings in an aggregate principal amount up to $300.
The end of the reinvestment period and the maturity date for the CCT Tokyo Funding Credit Facility are June 2, 2021 and December 2, 2023, respectively. CCT Tokyo Funding may elect to extend both the reinvestment period and maturity date by
an additional six months to December 2, 2021 and June 2, 2024, respectively, subject to satisfaction of certain conditions. Advances under the CCT Tokyo Funding Credit Facility are subject to a borrowing base test.
Advances outstanding under the CCT Tokyo Funding Credit Facility bear interest at a rate equal to (i) for loans for which CCT Tokyo
Funding elects the base rate option, the higher of (A) the Prime Rate (as defined in the CCT Tokyo Funding loan and servicing agreement) or (B) the federal funds effective rate plus 0.50%, plus a spread of 0.75% per annum, or
(ii) for loans for which CCT Tokyo Funding elects the LIBOR rate option, three-month LIBOR plus a spread of 1.75% per annum. In each case, the spread increases by 0.25% per annum if the average daily amount of advances outstanding during the
relevant remittance period does not exceed $150. Effective June 2, 2016, CCT Tokyo Funding began paying a quarterly non-usage fee of 0.35% per annum on any unborrowed amounts up to a threshold amount
equal to the lesser of (i) 50% of the borrowing base during the relevant remittance period and (ii) $150, and 0.875% per annum on any unborrowed amounts above such threshold amount.
In connection with the CCT Tokyo Funding Credit Facility, CCT Tokyo Funding has made certain representations and warranties and is
required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The CCT Tokyo Funding Credit Facility contains customary events of default for similar financing transactions. Upon the
occurrence and during the continuance of an event of default, the administrative agent may declare the outstanding advances and all other obligations under the CCT Tokyo Funding Credit Facility immediately due and payable.
CCT Tokyo Fundings obligations to SMBC under the CCT Tokyo Funding Credit Facility are secured by a first priority security interest
in substantially all of the assets of CCT Tokyo Funding, including its portfolio of assets. The obligations of CCT Tokyo Funding under the CCT Tokyo Credit Facility are non-recourse to the Company.
148
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 9. Financing Arrangements (continued)
Locust Street Credit Facility
On November 1, 2016, Locust Street Funding, LLC, or Locust Street, a wholly owned special purpose financing subsidiary of the
Company, entered into a loan agreement, or the Locust Street Loan Agreement and, together with the related transaction documents as subsequently amended and restated, the Locust Street Credit Facility, with JPMorgan, as lender and administrative
agent, Citibank, N.A., as collateral agent and securities intermediary, and Virtus Group, LP, as collateral administrator, pursuant to which JPMorgan advanced a $625 term loan to Locust Street. Borrowings outstanding under the Locust Street Credit
Facility equally beared interest at a rate equal to three-month LIBOR plus a spread of 2.6833% per annum. Interest was payable quarterly in arrears. Under the Locust Street Loan Agreement, Locust Street agreed to repay $200 of the aggregate
principal amount of the advances on or before January 31, 2017, which repayment was satisfied in full in December 2016. All remaining outstanding advances under the Locust Street Loan Agreement were scheduled to mature, and all accrued
and unpaid interest thereunder, was due and payable, on November 1, 2020.
On March 4, 2019, CCT New York Funding
merged with and into Locust Street, and concurrently, Locust Street entered into an Amended and Restated Loan and Security Agreement, or the Locust Street Amended and Restated Loan Agreement, with JPMorgan, as administrative agent, each of the
lenders party thereto, and Wells Fargo Bank, National Association, as collateral agent, securities intermediary, and collateral administrator, amending and restating the Locust Street Loan Agreement. Locust Street used a portion of the proceeds of
additional borrowings under the Locust Street Amended and Restated Loan Agreement to repay and terminate the CCT New York Funding Credit Facility.
The Locust Street Credit Facility provided for revolving borrowings in U.S. dollars and certain agreed upon foreign currencies in an aggregate principal amount up to $400.
On December 18, 2020, Locust Street repaid and terminated the Locust Street Credit Facility. $1 of remaining unamortized deferred
financing costs for the Locust Street Credit Facility were charged to interest expense.
Senior Secured Revolving Credit Facility
On August 9, 2018, the Company entered into a senior secured revolving credit facility, or as subsequently amended
and restated the Senior Secured Revolving Credit Facility, with FS KKR Capital Corp. II (formerly known as FS Investment Corporation II, as a borrower in its own right and as successor by merger to FS Investment Corporation III), or FSK II, (and
prior to the 2018 Merger, CCT), as borrowers, JPMorgan, as administrative agent, ING Capital LLC, or ING, as collateral agent and the lenders party thereto. The Senior Secured Revolving Credit Facility provides for the Company to succeed to all of
the rights and obligations thereunder as the sole borrower upon the consummation of the 2021 Merger.
The Senior Secured
Revolving Credit Facility provides for borrowings in U.S. dollars and certain agreed upon foreign currencies in an aggregate amount of up to $4,025 with an option for the Company to request, at one or more times, that existing and/or new lenders, at
their election, provide up to $2,012.5 of additional commitments. The Senior Secured Revolving Credit Facility provides for a sublimit available for the Company to borrow up to $1,615 of the total facility amount, subject to increase or reduction
from time to time pursuant to the terms of the Senior Secured Revolving Credit Facility and the oversight and approval of the Companys board of directors. A sublimit of the total facility amount also is available to FSK II as an additional
borrower, and the obligations of the borrowers under the Senior Secured Revolving Credit Facility are several (and not joint) in all respects. The Senior Secured Revolving Credit Facility provides for the issuance of letters of credit in an initial
aggregate face amount of up to $400, with a sublimit available for the Company to request the issuance of letters of credit in an aggregate face amount of up to $99.6, subject to increase or reduction from time to time pursuant to the terms of the
Senior Secured Revolving Credit Facility.
Availability under the Senior Secured Revolving Credit Facility will terminate on
December 23, 2024, or the Revolver Termination Date, and the outstanding loans under the Senior Secured Revolving Credit Facility will mature on December 23, 2025. The Senior Secured Revolving Credit Facility also requires mandatory
prepayment of interest and principal upon certain events during the term-out period commencing on the Revolver Termination Date and at certain other times when the Companys adjusted asset
coverage ratio is less than 185%.
149
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 9. Financing Arrangements (continued)
Borrowings under the Senior Secured Revolving Credit Facility are subject to compliance
with a borrowing base test. Interest under the Senior Secured Revolving Credit Facility for (i) loans for which the Company elects the base rate option, (A) if the value of the borrowing base is equal to or greater than 1.85 times the
aggregate amount of certain outstanding indebtedness of the Company, or the Combined Debt Amount, is payable at an alternate base rate (which is the greatest of (a) the prime rate as publicly announced by JPMorgan, (b) the sum
of (x) the greater of (I) the federal funds effective rate and (II) the overnight bank funding rate plus (y) 0.5%, and (c) the one month LIBOR plus 1% per annum) plus 0.75% and, (B) if the value of the borrowing base is less
than 1.85 times the Combined Debt Amount, the alternate base rate plus 1.00%; and (ii) loans for which the Company elects the Eurocurrency option (A) if the value of the borrowing base is equal to or greater than 1.85 times the Combined
Debt Amount, is payable at a rate equal to LIBOR plus 1.75% and (B) if the value of the borrowing base is less than 1.85 times the Combined Debt Amount, is payable at a rate equal to LIBOR plus 2.00%. The Company will pay a commitment fee of at
least 0.375% and up to 0.50% per annum (based on the immediately preceding quarters average usage) on the unused portion of its sublimit under the Senior Secured Revolving Credit Facility during the revolving period. The Company also will be
required to pay letter of credit participation fees and a fronting fee on the average daily amount of any lenders exposure with respect to any letters of credit issued at the request of the Company under the Senior Secured Revolving Credit
Facility.
In connection with the Senior Secured Revolving Credit Facility, the Company has made certain representations and
warranties and must comply with various covenants and reporting requirements customary for facilities of this type. In addition, the Company must comply with the following financial covenants: (a) the Company must maintain a minimum
shareholders equity, measured as of each fiscal quarter end; and (b) the Company must maintain at all times a 150% asset coverage ratio (or, if greater, the statutory requirement then applicable to the Company).
The Senior Secured Revolving Credit Facility contains events of default customary for facilities of this type. Upon the occurrence of an
event of default, JPMorgan, at the instruction of the lenders, may terminate the commitments and declare the outstanding advances and all other obligations under the Senior Secured Revolving Credit Facility immediately due and payable.
The Companys obligations under the Senior Secured Revolving Credit Facility are guaranteed by certain of the Companys
subsidiaries. The Companys obligations under the Senior Secured Revolving Credit Facility are secured by a first priority security interest in substantially all of the assets of the Company and the subsidiary guarantors thereunder.
Hamilton Street Credit Facility
On December 15, 2016, Hamilton Street Funding LLC, or Hamilton Street, a wholly owned, special purpose financing subsidiary of the Company, entered into the Hamilton Street Credit Facility, which
provided for a five-year maturity with a four-year revolving period during which Hamilton Street was permitted to borrow, repay and reborrow advances in U.S. dollars and certain agreed foreign currencies in an aggregate amount of up to $150. In
connection with entering into the Senior Secured Revolving Credit Facility, the Company repaid and terminated the Hamilton Street Credit Facility. The $1 of remaining unamortized deferred financing costs for the Hamilton Street Credit Facility were
charged to interest expense.
ING Credit Facility
On April 3, 2014, the Company entered into the ING Credit Facility, which, as amended, provided for a maturity date of March 16, 2021 with a revolving period through March 16, 2020 during
which the Company was permitted to borrow, repay and reborrow advances in U.S. dollars and certain agreed foreign currencies in an aggregate amount of up to $328. In connection with entering into the Senior Secured Revolving Credit Facility, the
Company repaid and terminated the ING Credit Facility. The Company incurred costs in connection with obtaining the ING Credit Facility, which the Company had recorded as deferred financing costs on its consolidated balance sheets and amortized to
interest expense over the life of the facility. As of August 9, 2018, $2 of such deferred financing costs had yet to be amortized to interest expense. Pursuant to the terms of the Senior Secured Revolving Credit Facility, the remaining
unamortized deferred financing costs of $2 will be amortized over the contractual term of the Senior Secured Revolving Credit Facility.
150
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 9. Financing Arrangements (continued)
Unsecured Notes
4.000% Notes due 2019
On July 14, 2014, the Company issued $400
aggregate principal amount of 4.000% notes due 2019. During the year ended December 31, 2019, the notes matured and were fully repaid.
4.250% Notes due 2020
On
December 3, 2014, the Company issued $325 aggregate principal amount of 4.250% notes due 2020, or the 4.250% notes. On December 8, 2016, the Company issued an additional $80 aggregate principal amount of the 4.250% notes. On
November 20, 2019, the Company repurchased and retired $214 aggregate principal amount of the 4.250% notes for total consideration of $218, including accrued and unpaid interest, pursuant to a cash tender offer. On December 16, 2019, the
Company redeemed the remaining $191 aggregate principal amount of the 4.250% notes for 100% of the aggregate principal amount.
4.750% Notes
due 2022
On April 30, 2015, the Company issued $275 aggregate principal amount of 4.750% notes due 2022, or the
4.750% notes. On July 26, 2019, the Company issued an additional $175 aggregate principal amount of the 4.750% notes due 2022 for gross proceeds of $177. The 4.750% notes will mature on May 15, 2022 and may be redeemed in whole or in part
at the Companys option at any time or from time to time at the applicable redemption price set forth in the indenture governing the 4.750% notes. The 4.750% notes bear interest at a rate of 4.750% per year, payable semi-annually.
5.000% Notes due 2022
As
part of the 2018 Merger, the Company assumed $245 aggregate principal amount of 5.000% notes due 2022, or the 5.000% notes. The 5.000% notes will mature on June 28, 2022 and may be redeemed in whole or in part at the Companys option at
any time or from time to time at the applicable redemption price set forth in the indenture governing the 5.000% notes. The 5.000% notes bear interest at a rate of 5.000% per year, payable semi-annually. The interest rate on the 5.000% notes is
subject to adjustment in certain instances set forth in the indenture governing the 5.000% notes (up to a maximum interest rate of 5.50%), based on the corporate ratings of the Company by Fitch Ratings, Inc., Kroll Bond Rating Agency, Inc. and
Standard & Poors Rating Services.
4.625% Notes due 2024
On July 15, 2019, the Company issued $400 aggregate principal amount of 4.625% notes due 2024, or the 4.625% notes. The 4.625% notes
will mature on July 15, 2024 and may be redeemed in whole or in part at the Companys option at any time or from time to time at the redemption prices set forth in the indenture governing the 4.625% notes. The 4.625% notes bear interest at
a rate of 4.625% per year, payable semi-annually.
4.125% Notes due 2025
On November 20, 2019, the Company issued $425 aggregate principal amount of 4.125% notes due 2025, or the 4.125% notes. On
December 17, 2019, the Company issued an additional $45 aggregate principal amount of the 4.125% notes due 2025 for gross proceeds of $44.2. The 4.125% notes will mature on February 1, 2025 and may be redeemed in whole or in part at the
Companys option at any time or from time to time at the redemption prices set forth in the indenture governing the 4.125% notes. The 4.125% notes bear interest at a rate of 4.125% per year, payable semi-annually.
8.625% Notes due 2025
On
April 30, 2020, the Company issued $250 aggregate principal amount of 8.625% notes due 2025, or the 8.625% notes. The 8.625% notes will mature on May 15, 2025 and may be redeemed in whole or in part at the Companys option at any time
or
151
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 9. Financing Arrangements (continued)
from time to time at the redemption prices set forth in the indenture governing the 8.625% notes. The 8.625% notes bear interest at a rate of 8.625% per year, payable semi-annually.
3.400% Notes due 2026
On
December 10, 2020, the Company issued $1,000 aggregate principal amount of 3.400% notes due 2026, or the 3.40% notes, and together with the 4.750% notes, the 5.000% notes, the 4.625% notes, the 4.125% notes and the 8.625% notes, the Unsecured
Notes. The 3.40% notes will mature on January 15, 2026 and may be redeemed in whole or in part at the Companys option at any time or from time to time at the redemption prices set forth in the indenture governing the 3.40% notes. The
3.40% notes bear interest at a rate of 3.400% per year, payable semi-annually.
The Unsecured Notes are general unsecured
obligations of the Company that rank senior in right of payment to all of the Companys existing and future indebtedness that is expressly subordinated in right of payment to the Unsecured Notes, rank pari passu with all existing and future
unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Companys secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets
securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Companys subsidiaries, financing vehicles or similar facilities.
The Unsecured Notes contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements
of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the Investment Company Act of 1940, as amended, whether or not it is subject to those requirements, and to provide financial information to the holders of the Unsecured
Notes if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the indenture governing the
Unsecured Notes.
In addition, on the occurrence of a change of control repurchase event, as defined in the
indenture governing the Unsecured Notes, the Company will generally be required to make an offer to purchase the outstanding Unsecured Notes at a price equal to 100% of the principal amount of such Unsecured Notes plus accrued and unpaid interest to
the repurchase date.
CLO-1 Notes
On June 25, 2019, FS KKR MM CLO 1 LLC, a Delaware limited liability company and a wholly owned and consolidated special purpose
financing subsidiary of the Company, or the Issuer, completed a $378.7 term debt securitization, or the CLO Transaction. The notes offered by the Issuer in the CLO Transaction, originally and then as refinanced with the CLO Reset Notes (as described
below), or the CLO-1 Notes, are secured by a diversified portfolio of the Issuer consisting primarily of middle market loans and participation interests in middle market loans and may also include some
broadly syndicated loans.
On December 22, 2020, the Issuer refinanced the CLO Transaction through a private placement of
$383.7 of senior secured notes consisting of: (i) $281.4 of Class A-1R Senior Secured Floating Rate Notes, which bear interest at three-month LIBOR plus 1.85% per annum; (ii) $20.5 of Class A-2R Senior Secured Floating Rate Notes, which bear interest at three-month LIBOR plus 2.25% per annum; (iii) $32.4 of Class B-1R Senior Secured Floating Rate
Notes, which bear interest at three-month LIBOR plus 2.60% per annum; (iv) $17.4 of Class B-2R Senior Secured Fixed Rate Notes, which bear interest at 3.011% per annum; and (v) $32.0 of Class C-R Secured Deferrable Floating Rate Notes (the Class C Notes), which bear interest at three-month LIBOR plus 3.10% per annum (collectively, the CLO Reset Notes). The Company
holds 100% of the Class C Notes. The CLO Reset Notes are scheduled to mature on January 15, 2031 and the reinvestment period ends January 15, 2023. On the original closing date of the CLO Transaction, in consideration of the
Companys transfer to the Issuer of the initial closing date loan portfolio, which included loans distributed to the Company by certain of the Companys wholly owned subsidiaries, the Issuer transferred to the Company a portion of the net
cash proceeds received from the original sale of the CLO-1 Notes. To the extent that the fair market value of the initial closing date loan portfolio sold to the Issuer exceeds the cash purchase price paid by
the Issuer in consideration of such loan portfolio, such excess will be deemed a capital contribution made by the Company to the Issuer in respect of the Membership Interests that the Company holds in the Issuer. The obligations of the Issuer under
the CLO Transaction are non-recourse to the Company.
152
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 10. Commitments and Contingencies
The Company enters into contracts that contain a variety of indemnification provisions. The Companys maximum exposure under these
arrangements is unknown; however, the Company has not had prior claims or losses pursuant to these contracts. The Advisor has reviewed the Companys existing contracts and expects the risk of loss to the Company to be remote.
The Company is not currently subject to any material legal proceedings and, to the Companys knowledge, no material legal proceedings
are threatened against the Company. From time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Companys rights under contracts with
its portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, the Company does not expect that any such proceedings will have a material effect upon its financial condition or results of operations.
Unfunded commitments to provide funds to portfolio companies are not recorded in the Companys consolidated statements of
assets and liabilities. Since these commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The Company has sufficient liquidity to fund these commitments. As
of December 31, 2020, the Companys unfunded commitments consisted of the following:
Category / Company (1)
Commitment
Amount
Senior Secured LoansFirst Lien
5 Arch Income Fund 2 LLC
$
4.5
A10 Capital LLC
14.1
All Systems Holding LLC
7.2
Apex Group Limited
1.2
Ardonagh Group Ltd
0.8
Aspect Software Inc
0.7
CSafe Global
1.5
Eagle Family Foods Inc
7.1
Entertainment Benefits Group LLC
0.5
FloWorks International LLC
6.4
Heniff Transportation Systems LLC
4.8
Individual FoodService
0.4
Individual FoodService
0.5
J S Held LLC
1.4
J S Held LLC
5.1
Kellermeyer Bergensons Services LLC
28.3
Lexitas Inc
4.2
Lexitas Inc
2.5
Miami Beach Medical Group LLC
1.4
Motion Recruitment Partners LLC
29.8
Omnimax International Inc
7.7
P2 Energy Solutions Inc.
4.7
Revere Superior Holdings Inc
1.0
RSC Insurance Brokerage Inc
3.1
RSC Insurance Brokerage Inc
6.3
Sungard Availability Services Capital Inc
0.4
Sweeping Corp of America Inc
3.4
Sweeping Corp of America Inc
1.7
Sweet Harvest Foods Management Co
0.8
Truck-Lite Co LLC
2.5
153
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 10. Commitments and
Contingencies (continued)
Category / Company (1)
Commitment
Amount
Asset Based Finance
Byrider Finance LLC, Structured Mezzanine
5.5
Callodine Commercial Finance LLC
12.1
Home Partners JV, Structured Mezzanine
9.7
Opendoor Labs Inc, 2L Term Loan
47.1
Total
$
228.4
Unfunded equity/other commitments
$
142.9
(1)
May be commitments to one or more entities affiliated with the named company.
As of December 31, 2020, the Companys debt commitments are comprised of $46.8 revolving credit facilities and $181.6 delayed
draw term loans, which generally are used for acquisitions or capital expenditures and are subject to certain performance tests. Such unfunded debt commitments have a fair value representing unrealized appreciation (depreciation) of $(0.3). The
Companys unfunded Asset Based Finance/Other commitments generally require certain conditions to be met or actual approval from the Advisor prior to funding.
As of December 31, 2020, the Company also has an unfunded commitment to provide $65.8 of capital to SCJV. The capital commitment can be satisfied with contributions of cash and/or
investments. The capital commitments cannot be drawn without an affirmative vote by both the Companys and SCRSs representatives on SCJVs board of managers.
While the Company does not expect to fund all of its unfunded commitments, there can be no assurance that it will not be required to do so.
In the normal course of business, the Company may enter into guarantees on behalf of portfolio companies. Under such arrangements, the
Company would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations. The Company has no such guarantees outstanding at December 31,
2020 and December 31, 2019.
Note 11. Senior Securities Asset Coverage
Information about the Companys senior securities is shown in the table below for the years ended December 31, 2020, 2019, 2018,
2017 and 2016:
Year Ended December 31,
Total
Amount
Outstanding
Exclusive of
Treasury
Securities
Asset
Coverage
per
Unit (1)
Involuntary
Liquidation
Preference
per Unit (2)
Average
Market Value
per Unit (3)
(Exclude Bank
Loans)
2016
$
1,703
2.35
N/A
2017
$
1,722
2.33
N/A
2018
$
3,397
2.23
N/A
2019
$
4,195
1.92
N/A
2020
$
4.042
1.77
N/A
(1)
Asset coverage per unit is the ratio of the carrying value of the Companys total consolidated assets, less all liabilities and
indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness.
(2)
The amount to which such class of senior security would be entitled upon the voluntary liquidation of the Company in preference to any
security junior to it. The in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities.
(3)
Not applicable because senior securities are not registered for public trading on an exchange.
154
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 12. Financial Highlights
The following is a schedule of financial highlights of the Company for the years ended December 31, 2020, 2019, 2018, 2017 and 2016:
Year Ended December 31,
2020
2019
2018
2017
2016
Per Share Data: (1)
Net asset value, beginning of period
$
30.54
$
31.35
$
37.20
$
37.65
$
36.39
Results of operations (2)
Net investment income (loss)
2.66
3.16
3.28
3.32
3.40
Net realized gain (loss) and unrealized appreciation (depreciation)
(5.85
)
(1.27
)
(5.73
)
(0.33
)
1.42
Net increase (decrease) in net assets resulting from operations
(3.19
)
1.89
(2.45
)
2.99
4.82
Stockholder distributions (3)
Distributions from net investment income
(2.56
)
(3.04
)
(3.40
)
(3.44
)
(3.56
)
Distributions from net realized gain on investments
Net decrease in net assets resulting from stockholder distributions
(2.56
)
(3.04
)
(3.40
)
(3.44
)
(3.56
)
Capital share transactions
Issuance of common stock (4)
0.00
0.00
0.00
Repurchases of common stock (5)
0.23
0.34
0.16
Deduction of deferred costs (6)
(0.16
)
Net increase (decrease) in net assets resulting from capital share transactions
0.23
0.34
Net asset value, end of period
$
25.02
$
30.54
$
31.35
$
37.20
$
37.65
Per share market value, end of period
$
16.56
$
24.52
$
20.72
$
29.40
$
41.20
Shares outstanding, end of period
123,755,965
126,581,766
132,869,685
61,431,354
61,015,839
Total return based on net asset value (7)
(9.69
)%
7.14
%
(6.56
)%
7.97
%
13.19
%
Total return based on market value (8)
(19.73
)%
33.80
%
(20.15
)%
(21.39
)%
25.91
%
Ratio/Supplemental Data:
Net assets, end of period
$
3,096
$
3,866
$
4,166
$
2,285
$
2,297
Ratio of net investment income to average net assets (9)
10.44
%
10.09
%
9.15
%
8.86
%
9.32
%
Ratio of total operating expenses to average net assets (9)
9.71
%
9.09
%
8.57
%
9.48
%
9.69
%
Ratio of net operating expenses to average net assets (9)
9.71
%
9.09
%
8.44
%
9.37
%
9.69
%
Portfolio turnover
32.95
%
38.49
%
19.92
%
29.17
%
29.65
%
Total amount of senior securities outstanding, exclusive of treasury securities
$
4,042
$
4,195
$
3,397
$
1,722
$
1,703
Asset coverage per unit (10)
1.77
1.92
2.23
2.33
2.35
(1)
The share information utilized to determine per share data has been retroactively adjusted to reflect the Reverse Stock Split discussed in
Note 3. Per share data may be rounded in order to recompute the ending net asset value per share.
(2)
The per share data was derived by using the weighted average shares outstanding during the applicable period.
155
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 12. Financial Highlights (continued)
(3)
The per share data for distributions reflect the actual amount of distributions paid per share during the applicable period.
(4)
The issuance of common stock on a per share basis reflects the incremental net asset value changes as a result of the issuance of shares of
common stock pursuant to the Companys distribution reinvestment plan. The issuance of common stock at a price that is greater than the net asset value per share results in an increase in net asset value per share. The per share impact of the
Companys distribution reinvestment plan is an increase to the net asset value of less than $0.01 per share during the years ended December 31, 2018, 2017 and 2016.
(5)
Represents the incremental impact of the Companys share repurchase program by buying shares in the open market at a price lower than net
asset value per share for the years ended December 31, 2020, 2019 and 2018.
(6)
As a result of the purchase price allocation for the 2018 Merger, the Company permanently wrote off approximately $22 of deferred costs and
prepaid assets from CCTs balance sheet. Refer to Note 13 for a discussion of the 2018 Merger.
(7)
The total return based on net asset value for each year presented was calculated by taking the net asset value per share as of the end of the
applicable year, adding the cash distributions per share that were declared during the applicable calendar year and dividing the total by the net asset value per share at the beginning of the applicable year. Total return based on net asset value
does not consider the effect of any sales commissions or charges that may be incurred in connection with the sale of shares of the Companys common stock. The historical calculation of total return based on net asset value in the table should
not be considered a
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.