FS KKR Capital Corp 10-Q

Item 5. Other Information. Not applicable. Item 6. Exhibits 2.1 Agreement and Plan of Merger, by and among FS Investment Corporation, IC Acquisition, Inc., Corporate Capital Trust, Inc. and FS/KKR Advisor, LLC, dated as of July 22, 2018. (Incorporated by reference to Exhibit 2.1 to the Company ’ s Current Report on Form 8-K filed on July 23, 2018.) 2.2 Agreement and Plan of Merger, dated as of November 23, 2020, by and among FS KKR Capital Corp., FS KKR Capital Corp. II, Rocky Merger Sub, Inc. and FS/KKR Advisor, LLC. (Incorporated by reference to Exhibit 2.1 to the Company ’ s Current Report on Form 8-K filed on November 24, 2020.) 3.1 Second Articles of Amendment and Restatement of FS Investment Corporation. (Incorporated by reference to Exhibit 3.1 to the Company ’ s Current Report on Form 8-K filed on April 16, 2014.) 3.2 Articles of Amendment of FS Investment Corporation. (Incorporated by reference to Exhibit 3.1 to the Company ’ s Current Report on Form 8-K filed on December 3, 2018.) 3.3 Articles of Amendment of FS Investment Corporation. (Incorporated by reference to Exhibit 3.1 to the Company ’ s Current Report on Form 8-K filed on December 19, 2018.) 3.4 Articles of Amendment of FS KKR Capital Corp. (Incorporated by reference to Exhibit 3.1 to the Company ’ s Current Report on Form 8-K filed on June 15, 2020.) 3.5 Articles of Amendment of FS KKR Capital Corp. (Incorporated by reference to Exhibit 3.2 to the Company ’ s Current Report on Form 8-K filed on June 15, 2020.) 3.6 Third Amended and Restated Bylaws of FS KKR Capital Corp. (Incorporated by reference to Exhibit 3.1 to the Company ’ s Current Report on Form 8-K filed on November 24, 2020.) 89 Table of Contents 4.1 Distribution Reinvestment Plan, effective as of June 2, 2014. (Incorporated by reference to Exhibit 4.1 to the Company ’ s Current Report on Form 8-K filed on May 23, 2014.) 4.2 Indenture, dated as of July 14, 2014, by and between the Company and U.S. Bank National Association, as trustee. (Incorporated by reference to Exhibit 4.2 to the Company ’ s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014 filed on August 14, 2014.) 4.3 Third Supplemental Indenture, dated as of April 30, 2015, relating to the 4.750% Notes due 2022, by and between the Company and U.S. Bank National Association, as trustee. (Incorporated by reference to Exhibit 4.1 to the Company ’ s Current Report on Form 8-K filed on April 30, 2015.) 4.4 Form of 4.750% Notes due 2022. (Included as Exhibit A to the Third Supplemental Indenture in Exhibit 4.3) (Incorporated by reference to Exhibit 4.1 to the Company ’ s Current Report on Form 8-K filed on April 30, 2015.) 4.5 Fourth Supplemental Indenture, dated as of July 15, 2019, relating to the 4.625% Notes due 2024, by and between the Company and U.S. Bank National Association, as trustee. (Incorporated by reference to Exhibit 4.1 to the Company ’ s Current Report on Form 8-K filed on July 15, 2019.) 4.6 Form of 4.625% Notes due 2024. (Included as Exhibit A to the Fourth Supplemental Indenture in Exhibit 4.5) (Incorporated by reference to Exhibit 4.1 to the Company ’ s Current Report on Form 8-K filed on July 15, 2019.) 4.7 Fifth Supplemental Indenture, dated as of November 20, 2019, relating to the 4.125% Notes due 2025, by and between the Company and U.S. Bank National Association, as trustee. (Incorporated by reference to Exhibit 4.1 to the Company ’ s Current Report on Form 8-K filed on November 20, 2019.) 4.8 Form of 4.125% Notes due 2025. (Included as Exhibit A to the Fifth Supplemental Indenture in Exhibit 4.7) (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 20, 2019.) 4.9 Sixth Supplemental Indenture, dated as of April 30, 2020 relating to the 8.625% Notes due 2025, by and between the Company and U.S. Bank National Association, as trustee. (Incorporated by reference to Exhibit 4.9 filed with the Company ’ s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 filed on May 6, 2020.) 4.10 Form of 8.625% Notes due 2025. (Included as Exhibit A to the Sixth Supplemental Indenture in Exhibit 4.9) (Incorporated by reference to Exhibit 4.9 filed with the Company ’ s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 filed on May 6, 2020.) 4.11 Seventh Supplemental Indenture, dated as of December 10, 2020 relating to the 3.400% Notes due 2026, by and between the Company and U.S. Bank National Association, as trustee. (Incorporated by reference to Exhibit 4.1 filed with the Company ’ s Current Report on Form 8-K for filed on December 10, 2020.) 4.12 Form of 3.400% Notes due 2026. (Included as Exhibit A to the Seventh Supplemental Indenture in Exhibit 4.11) (Incorporated by reference to Exhibit 4.1 filed with the Company ’ s Current Report on Form 8-K for filed on December 10, 2020.) 4.13 Indenture, dated June 28, 2017, by and between The Bank of New York Mellon Trust Company, N.A. and Corporate Capital Trust, Inc. (Incorporated by reference to Exhibit 4.1 to Corporate Capital Trust Inc. ’ s Current Report on Form 8-K filed on July 5, 2017.) 4.14 Form of 5.00% Notes due 2022. (Included as Exhibit A to the Indenture in Exhibit 4.13) (Incorporated by reference to Exhibit 4.1 to Corporate Capital Trust Inc. ’ s Current Report on Form 8-K filed on July 5, 2017.) 10.1 Investment Advisory Agreement, dated as of December 20, 2018, by and between FS KKR Capital Corp. and FS/KKR Advisor, LLC. (Incorporated by reference to Exhibit 10.1 to the Registrant ’ s Current Report on Form 8-K filed on December 28, 2018.) 10.2 Administration Agreement, dated as of April 9, 2018, by and between FS Investment Corporation and FS/KKR Advisor, LLC. (Incorporated by reference to Exhibit 10.2 to the Registrant ’ s Current Report on Form 8-K filed on April 9, 2018.) 10.3 Custodian Agreement, dated as of November 14, 2011, by and between the Company and State Street Bank and Trust Company. (Incorporated by reference to Exhibit 10.9 filed with the Company ’ s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011 filed on November 14, 2011.) 90 Table of Contents 10.4 Amended and Restated Loan and Security Agreement, dated as of March 4, 2019, by and between Locust Street Funding LLC, JPMorgan Chase Bank, N.A., the lenders party thereto, and Wells Fargo Bank, National Association. (Incorporated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K filed on March 8, 2019.) 10.5 Amended and Restated Senior Secured Revolving Credit Agreement, dated as of November 7, 2019, by and among the Company, FS Investment Corporation II, and FS Investment Corporation III, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, ING Capital LLC, as collateral agent, and the lenders, documentation agents, joint bookrunners, and joint lead arrangers party thereto. (Incorporated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K filed on November 13, 2019.) 10.6 Commitment Increase Letter, dated as of March 3, 2020, among BNP Paribas, ING Capital LLC, the Company, FS KKR Capital Corp. II and JPMorgan Chase Bank, N.A., as administrative agent. (Incorporated by reference to Exhibit 10.6 filed with the Company ’ s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 filed on May 6, 2020.) 10.7† Amendment No. 1 to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of May 5, 2020, by and among the Company, FS KKR Capital Corp. II, JPMorgan Chase Bank, N.A., as administrative agent, ING Capital LLC, as collateral agent, and the lenders party thereto. (Incorporated by reference to Exhibit 10.7 filed with the Company ’ s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 filed on May 6, 2020.) 10.8 Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of December 23, 2020, by and among the Company and FS KKR Capital Corp. II, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, ING Capital LLC, as collateral agent, and the lenders, documentation agents, joint bookrunners, and joint lead arrangers party thereto. (Incorporated by reference to Exhibit 10.2 to the Company ’ s Current Report on Form 8-K filed on December 30, 2020.) 10.9 Loan and Servicing Agreement, dated as of December 2, 2015, among CCT Tokyo Funding LLC, Corporate Capital Trust, Inc. and Sumitomo Mitsui Banking Corporation. (Incorporated by reference to Exhibit 10.42 to Corporate Capital Trust, Inc. ’ s Annual Report on Form 10-K filed on March 21, 2016.) 10.10 First Amendment to Loan and Servicing Agreement, dated September 20, 2017, by an among CCT Tokyo Funding LLC, Corporate Capital Trust, Inc. and Sumitomo Mitsui Banking Corporation. (Incorporated by reference to Exhibit 10.3 to Corporate Capital Trust, Inc. ’ s Quarterly Report on Form 10-Q filed on November 9, 2017.) 10.11 Second Amendment to Loan and Servicing Agreement, dated as of November 28, 2017, by and among CCT Tokyo Funding LLC, Corporate Capital Trust, Inc. and Sumitomo Mitsui Banking Corporation. (Incorporated by reference to Exhibit 10.1 to Corporate Capital Trust Inc. ’ s Current Report on Form 8-K filed on November 28, 2017.) 10.12 Fourth Amendment to Loan and Servicing Agreement, dated as of November 30, 2018, by and among CCT Tokyo Funding LLC, Corporate Capital Trust, Inc., and Sumitomo Mitsui Banking Corporation. (Incorporated by reference to Exhibit 10.18 to the Company ’ s Annual Report on Form 10-K filed on February 28, 2019.) 10.13 Fifth Amendment to Loan and Servicing Agreement, dated as of December 2, 2019, by and among CCT Tokyo Funding LLC, the Company, and Sumitomo Mitsui Banking Corporation. (Incorporated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K filed on December 5, 2019.) 10.14 Sixth Amendment to Loan and Servicing Agreement, dated December 1, 2020, by and among CCT Tokyo Funding LLC, FS KKR Capital Corp., and Sumitomo Mitsui Banking Corporation. (Incorporated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K filed on December 2, 2020.) 10.15 Indenture, dated June 25, 2019, by and between FS KKR MM CLO 1 LLC and US Bank National Association. (Incorporated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K filed on July 1, 2019.) 10.16 Amended and Restated Indenture, dated December 22, 2020, by and between FS KKR MM CLO 1 LLC and U.S. Bank National Association. (Incorporated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K filed on December 30, 2020.) 31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended. 31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended. 32.1* Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * Filed herewith. † Pursuant to Item 601(a)(5) of Regulation S-K, certain exhibits and schedules have been omitted. The registrant hereby agrees to furnish supplementally a copy of any omitted attachment to the SEC upon request. 91 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this quarterly report to be signed on its behalf by the undersigned, thereunto duly authorized on May 10, 2021. FS KKR CAPITAL CORP. By: /s/ M ICHAEL C. F ORMAN Michael C. Forman Chief Executive Officer (Principal Executive Officer) By: /s/ S TEVEN L ILLY Steven Lilly Chief Financial Officer (Principal Financial Officer) By: /s/ W ILLIAM G OEBEL William Goebel Chief Accounting Officer 92