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
70
Reports of Independent Registered Public Accounting Firm
71
Consolidated Balance Sheets as of December 31, 2021 and
2020
74
Consolidated Statements of Operations for the years ended December
31, 2021, 2020 and 2019
75
Consolidated Statements of Changes in Net Assets for the years ended December 31,
2021, 2020 and 2019
77
Consolidated Statements of Cash Flows for the years ended December
31, 2021, 2020 and 2019
78
Consolidated Schedules of Investments as of December
31, 2021 and 2020
79
Notes to Consolidated Financial Statements
113
69
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, 2021, 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 accounting principles generally accepted in the United States of America. Our internal control over financial reporting as of
December 31, 2021 has been audited by our independent registered public accounting firm.
70
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, 2021, 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, 2021, 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, 2021, of the Company and our report dated February 28, 2022, 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
February 28, 2022
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 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, 2021 and 2020, the related consolidated statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2021, the financial
highlights for each of the three years in the period ended December 31, 2021, 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, 2021 and 2020, and the results of its operations, changes in net assets, cash flows, for each of the three years in the period ended December 31, 2021, and the financial highlights
for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
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, 2021, 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 February 28, 2022 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, 2021 and 2020, 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 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 and certain
significant inputs used were unobservable. The fair value of the Companys Level 3 investments was $14.0 billion as of December 31, 2021.
72
Table of Contents
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, such as selected discount rates, projected future cash flows, and comparable company multiples, to estimate the fair value as of December
31, 2021 or the fair value of investments acquired through a merger with another entity. 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 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. 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.
Accounting for the Merger with FS KKR Capital Corp. II (FSKR) Refer to Notes 1 and 13 to the Financial Statements
Critical Audit Matter Description
On June 16, 2021, the Company completed the merger with FSKR for the purchase price of $3.65 billion of its common stock (the FSKR
Merger). The Company accounted for the FSKR Merger as an asset acquisition under accounting principles generally accepted in the United States of America and the fair value of the consideration paid by the Company was allocated to the assets
acquired and liabilities assumed based on their respective fair values as of the date of the transaction.
We identified the accounting for
the FSKR Merger as a critical audit matter because of judgments necessary for management to apply the merger accounting. This required a high degree of auditor judgement and extensive audit effort, when performing audit procedures to audit
managements application of the merger accounting.
How the Critical Audit Matter Were Addressed in the Audit:
Our audit procedures related to the application of the merger accounting included the following, among others:
We tested the effectiveness of managements controls over the FSKR Merger, including those related to the
determination and application of appropriate accounting policies for asset acquisition.
We evaluated the appropriateness of the merger accounting based on the significant terms of the merger agreement,
the determination of net asset value of FSKR on the merger date, and the allocation of the merger considerations to the assets acquired and liabilities assumed, including the Level 3 investments acquired through the FSKR Merger.
/s/ Deloitte & Touche LLP
San Francisco, California
February 28, 2022
We have served as the Companys auditor since 2019.
73
Table of Contents
Part IFINANCIAL INFORMATION
FS KKR Capital Corp.
Consolidated Balance Sheets
(in millions, except share and per share amounts)
December 31,
2021
2020
Assets
Investments, at fair value
Non-controlled/unaffiliated investments (amortized cost$12,419 and $5,314,
respectively)
$
12,558
$
4,986
Non-controlled/affiliated investments (amortized cost$860 and $629, respectively)
859
534
Controlled/affiliated investments (amortized cost$2,778 and $1,510, respectively)
2,684
1,260
Total investments, at fair value (amortized cost$16,057 and $7,453, respectively)
16,101
6,780
Cash
258
182
Foreign currency, at fair value (cost$119 and $8, respectively)
119
9
Receivable for investments sold and repaid
567
173
Income receivable
153
72
Unrealized appreciation on foreign currency forward contracts
9
1
Deferred financing costs
16
15
Deferred merger costs
1
Prepaid expenses and other assets
5
4
Total assets
$
17,228
$
7,237
Liabilities
Payable for investments purchased
$
2
$
Debt (net of deferred financing costs of $38 and $23, respectively) (1)
9,142
3,997
Unrealized depreciation on foreign currency forward contracts
1
3
Stockholder distributions payable
176
74
Management and investment adviser fees payable
60
25
Subordinated income incentive fees
payable (2)
19
Administrative services expense payable
5
2
Interest payable
70
25
Other accrued expenses and liabilities
23
15
Total liabilities
9,498
4,141
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, 284,543,091 and 123,755,965 shares
issued and outstanding, respectively
0
0
Capital in excess of par value
9,658
3,866
Retained earnings (accumulated
deficit) (4)
(1,928
)
(770
)
Total stockholders equity
7,730
3,096
Total liabilities and stockholders equity
$
17,228
$
7,237
Net asset value per share of common stock at year
end (4)
$
27.17
$
25.02
(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)
See Note 5 for a discussion of the sources of distributions paid by the Company.
See notes to consolidated financial statements.
74
Table of Contents
FS KKR Capital Corp.
Consolidated Statements of Operations
(in millions, except share and per share amounts)
Year Ended December 31,
2021
2020
2019
Investment income
From non-controlled/unaffiliated investments:
Interest income
$
641
$
427
$
571
Paid-in-kind interest income
52
43
40
Fee income
88
33
42
Dividend income
30
16
10
From non-controlled/affiliated investments:
Interest income
21
10
28
Paid-in-kind interest income
19
19
16
Fee income
2
Dividend income
0
From controlled/affiliated investments:
Interest income
25
7
11
Paid-in-kind interest income
36
4
4
Fee income
1
Dividend income
166
80
57
Total investment income
1,081
639
779
Operating expenses
Management fees
173
106
115
Subordinated income incentive fees (1)
77
57
Administrative services expenses
12
7
9
Accounting and administrative fees
3
2
2
Interest expense (2)
231
170
170
Other general and administrative expenses
19
13
9
Total operating expenses
515
298
362
Incentive fee waiver (1)
(30
)
Net expenses
485
298
362
Net investment income before taxes
596
341
417
Excise taxes
12
10
7
Net investment income
584
331
410
See notes to consolidated financial statements.
75
Table of Contents
FS KKR Capital Corp.
Consolidated Statements of Operations
(in millions, except share and per share amounts)
Year Ended December 31,
2021
2020
2019
Realized and unrealized gain/loss
Net realized gain (loss) on investments:
Non-controlled/unaffiliated investments
$
28
$
(323
)
$
(114
)
Non-controlled/affiliated investments
192
(132
)
32
Controlled/affiliated investments
(49
)
(35
)
1
Net realized gain (loss) on swap contracts
(11
)
Net realized gain (loss) on foreign currency forward contracts
0
0
12
Net realized gain (loss) on foreign currency
(7
)
(6
)
2
Net change in unrealized appreciation (depreciation) on investments:
Non-controlled/unaffiliated investments
478
17
(105
)
Non-controlled/affiliated investments
94
(126
)
55
Controlled/affiliated investments
156
(112
)
(33
)
Net change in unrealized appreciation (depreciation) on swap contracts
16
Net change in unrealized appreciation (depreciation) on foreign currency forward contracts
12
(3
)
(2
)
Net change in unrealized gain (loss) on foreign currency
30
(16
)
(17
)
Total net realized and unrealized gain (loss)
934
(736
)
(164
)
Realized loss on extinguishment of debt
(3
)
Net increase (decrease) in net assets resulting from operations
$
1,515
$
(405
)
$
246
Per share informationbasic and diluted
Net increase (decrease) in net assets resulting from operations (Earnings per Share)
$
7.16
$
(3.26
)
$
1.90
Weighted average shares outstanding
211,670,361
124,290,607
129,736,685
(1)
See Note 2 and 4 for a discussion of the methodology employed by the Company in calculating the subordinated
income incentive fees.
(2)
See Note 9 for a discussion of the Companys financing arrangements.
See notes to consolidated financial statements.
76
Table of Contents
FS KKR Capital Corp.
Consolidated Statements of Changes in Net Assets
(in millions)
Year Ended December 31,
2021
2020
2019
Operations
Net investment income
$
584
$
331
$
410
Net realized gain (loss) on investments, swap contracts, foreign currency and extinguishment of
debt
161
(496
)
(78
)
Net change in unrealized appreciation (depreciation) on investments, swap contracts and foreign
currency forward contracts (1)
740
(224
)
(69
)
Net change in unrealized gain (loss) on foreign currency
30
(16
)
(17
)
Net increase (decrease) in net assets resulting from operations
1,515
(405
)
246
Stockholder distributions (2)
Distributions to stockholders
(511
)
(318
)
(393
)
Net decrease in net assets resulting from stockholder distributions
(511
)
(318
)
(393
)
Capital share transactions (3)
Issuance of common stock
3,642
Reinvestment of stockholder distributions
Repurchases of common stock
(12
)
(47
)
(153
)
Net increase (decrease) in net assets resulting from capital share transactions
3,630
(47
)
(153
)
Total increase (decrease) in net assets
4,634
(770
)
(300
)
Net assets at beginning of year
3,096
3,866
4,166
Net assets at end of year
$
7,730
$
3,096
$
3,866
(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.
77
Table of Contents
FS KKR Capital Corp.
Consolidated Statements of Cash Flows
(in millions)
Year Ended December 31,
2021
2020
2019
Cash flows from operating activities
Net increase (decrease) in net assets resulting from operations
$
1,515
$
(405
)
$
246
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)
(6,599
)
(2,336
)
(2,907
)
Paid-in-kind interest
(111
)
(84
)
(60
)
Proceeds from sales and repayments of investments
5,575
2,301
2,854
Net realized (gain) loss on investments
(171
)
490
81
Net change in unrealized (appreciation) depreciation on investments (2)
(717
)
221
83
Net change in unrealized (appreciation) depreciation on swap contracts
(16
)
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts
(10
)
3
2
Realized loss on extinguishment of debt
3
Accretion of discount
(71
)
(15
)
(21
)
Amortization of deferred financing costs and discount
9
12
6
Unrealized (gain)/loss on borrowings in foreign currency
(27
)
10
19
(Increase) decrease in due from counterparty
(Increase) decrease in receivable for investments sold and repaid
(394
)
484
(513
)
(Increase) decrease in income receivable
(81
)
10
(22
)
(Increase) decrease in deferred merger costs
1
(1
)
(Increase) decrease in prepaid expenses and other assets
(1
)
(1
)
(2
)
Increase (decrease) in payable for investments purchased
2
(15
)
9
Increase (decrease) in management fees payable
35
(5
)
10
Increase (decrease) in subordinated income incentive fees payable
19
(14
)
Increase (decrease) in administrative services expense payable
3
(1
)
2
Increase (decrease) in interest payable
45
2
(5
)
Increase (decrease) in other accrued expenses and liabilities
8
5
(8
)
Cash acquired in merger
293
Other assets acquired from merger net of other assets
17
Merger costs capitalized into purchase price
(8
)
Mark-to-market of merged debt
26
Net cash provided by (used in) operating activities
(639
)
675
(256
)
Cash flows from financing activities
Repurchases of common stock
(12
)
(47
)
(153
)
Stockholder distributions
(502
)
(340
)
(342
)
Borrowings under financing
arrangements (3)
5,006
3,379
4,794
Repayments of financing
arrangements (3)
(3,639
)
(3,542
)
(4,015
)
Deferred financing costs and discount paid
(28
)
(40
)
(26
)
Net cash provided by (used in) financing activities
825
(590
)
258
Total increase (decrease) in cash
186
85
2
Cash and foreign currency at beginning of year
191
106
104
Cash and foreign currency at end of year
$
377
$
191
$
106
Supplemental disclosure
Non-cash purchases of investments
$
(999
)
$
(238
)
$
(138
)
Non-cash sales of investments
$
999
$
238
$
138
Local and excise taxes paid
$
9
$
7
$
9
(1)
Excludes $7,227 of cost of investments acquired from the 2021 Merger.
(2)
Excludes $11 of unrealized depreciation on unfunded commitments acquired from the 2021 Merger.
(3)
Excludes $3,794 of debt assumed from the 2021 Merger. See Note 9 for a discussion of the Companys
financing arrangements. During the years ended December 31, 2021, 2020 and 2019, the Company paid $194, $156 and $171, respectively, in interest expense on the credit facilities and unsecured notes.
Supplemental disclosure of non-cash operating and financing activities:
In connection with the 2021 Merger, the Company issued common stock of $3,650 and acquired investments at cost of $7,227 and other assets of $221 and assumed
debt of $3,794 and other liabilities of $297.
See notes to consolidated financial statements.
78
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments
As of December 31, 2021
(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 Lien126.3%
3Pillar Global Inc
(i)(k)(l)
Software & Services
L+600
0.8%
11/23/27
$
96.3
$
95.3
$
95.3
3Pillar Global Inc
(x)
Software & Services
L+600
0.8%
11/23/26
9.2
9.2
9.1
3Pillar Global Inc
(x)
Software & Services
L+600
0.8%
11/23/27
30.6
30.6
30.2
5 Arch Income Fund 2 LLC
(q)(r)(w)(y)(z)
Diversified Financials
9.0%
11/18/23
111.1
81.3
78.3
Accuride Corp
(aa)(l)
Capital Goods
L+525
1.0%
11/17/23
9.0
8.1
8.7
Advanced Dermatology & Cosmetic Surgery
(m)(t)(v)
Health Care Equipment & Services
L+625
1.0%
5/7/27
44.8
42.9
45.0
Advanced Dermatology & Cosmetic Surgery
(x)
Health Care Equipment & Services
L+625
1.0%
5/7/26
3.6
3.6
3.6
Advanced Dermatology & Cosmetic Surgery
(x)
Health Care Equipment & Services
L+625
1.0%
5/7/27
4.2
4.2
4.2
Advania Sverige AB
(v)(w)
Software & Services
SR+610, 0.0% PIK (3.3% Max PIK)
0.0%
4/28/28
SEK
629.4
67.9
68.9
Advania Sverige AB
(v)(w)
Software & Services
R+610, 0.0% PIK (3.3% Max PIK)
0.0%
4/28/28
ISK
1,345.8
10.0
10.3
Advania Sverige AB
(w)(x)
Software & Services
SR+610, 0.0% PIK (3.3% Max PIK)
0.0%
4/28/28
SEK
304.1
37.5
37.2
Affordable Care Inc
(ac)(v)
Health Care Equipment & Services
L+550, 0.0% PIK (1.3% Max PIK)
0.8%
8/2/28
$
60.4
59.9
60.1
Affordable Care Inc
(ac)(x)
Health Care Equipment & Services
L+550, 0.0% PIK (1.3% Max PIK)
0.8%
8/2/27
12.8
12.8
12.8
Affordable Care Inc
(ac)(x)
Health Care Equipment & Services
L+550, 0.0% PIK (1.3% Max PIK)
0.8%
8/2/28
43.1
43.1
42.9
Alacrity Solutions Group LLC
(v)
Insurance
L+525
0.8%
12/22/27
1.1
0.9
1.1
Alacrity Solutions Group LLC
(v)
Insurance
L+525
0.8%
12/22/28
69.2
68.2
68.2
Alacrity Solutions Group LLC
(x)
Insurance
L+525
0.8%
12/22/27
9.7
9.7
9.5
Alera Group Intermediate Holdings Inc
(v)
Insurance
L+550
0.8%
10/2/28
21.4
21.2
21.2
Alera Group Intermediate Holdings Inc
(x)
Insurance
L+550
0.8%
10/2/28
22.9
22.9
22.7
American Vision Partners
(i)(v)
Health Care Equipment & Services
L+575
0.8%
9/30/27
94.7
93.8
94.3
American Vision Partners
(x)
Health Care Equipment & Services
L+575
0.8%
9/30/26
7.8
7.8
7.7
American Vision Partners
(x)
Health Care Equipment & Services
L+575
0.8%
9/30/27
38.9
38.9
38.7
Amtek Global Technology Pte Ltd
(ad)(v)(w)(y)(z)
Automobiles & Components
E+500 PIK (E+500 Max PIK)
0.0%
4/4/24
57.2
68.7
34.8
Arcos LLC/VA
(m)
Software & Services
L+575
1.0%
3/31/28
$
12.5
12.3
12.4
Arcos LLC/VA
(x)
Software & Services
L+575
1.0%
4/20/27
4.5
4.5
4.5
Ardonagh Group Ltd
(v)(w)
Insurance
SA+675
0.8%
7/14/26
£
0.8
1.0
1.1
Ardonagh Group Ltd
(v)(w)
Insurance
L+550
0.8%
7/14/26
$
14.1
13.8
13.9
Ardonagh Group Ltd
(w)(x)
Insurance
L+550
1.0%
7/14/26
£
16.7
22.8
22.1
Arrotex Australia Group Pty Ltd
(v)(w)
Pharmaceuticals, Biotechnology & Life Sciences
B+525
1.0%
7/10/24
A$
42.6
30.4
30.9
Arrotex Australia Group Pty Ltd
(v)(w)
Pharmaceuticals, Biotechnology & Life Sciences
B+525
1.0%
7/10/24
3.1
2.2
2.3
Aspect Software Inc
(v)
Software & Services
8.0% PIK (8.0% Max PIK)
7/14/22
$
0.3
0.2
0.3
ATX Networks Corp
(ad)(s)(v)(w)
Capital Goods
7.5% PIK (7.5% Max PIK)
1.0%
8/9/26
46.8
46.8
46.8
AxiomSL Ltd
(f)(m)(t)(v)
Software & Services
L+600
1.0%
12/3/27
35.1
34.4
34.4
AxiomSL Ltd
(x)
Software & Services
L+600
1.0%
12/3/25
2.5
2.4
2.4
AxiomSL Ltd
(x)
Software & Services
L+600
1.0%
12/3/27
2.3
2.3
2.2
Barbri Inc
(f)(k)(l)(m)(t)(v)
Consumer Services
L+575
0.8%
4/28/28
92.4
88.1
92.4
Barbri Inc
(k)(l)
Consumer Services
L+575
0.8%
4/30/28
35.1
34.8
34.8
Barbri Inc
(x)
Consumer Services
L+575
0.8%
4/30/28
14.8
14.8
14.6
Belk Inc
(aa)(ac)(v)
Retailing
L+750
1.0%
7/31/25
21.9
21.7
21.9
Belk Inc
(aa)(ac)(v)
Retailing
5.0%, 8.0% PIK (8.0% Max PIK)
7/31/25
66.7
40.2
49.2
BGB Group LLC
(f)(i)(k)(l)(m)(t)(v)
Media & Entertainment
L+575
1.0%
8/16/27
118.6
117.5
118.0
BGB Group LLC
(x)
Media & Entertainment
L+575
1.0%
8/16/27
19.9
19.9
19.8
See notes to
consolidated financial statements.
79
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2021
(in millions, except share amounts)
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Principal
Amount (c)
Amortized
Cost
Fair
Value (d)
Borden (New Dairy Opco)
(ac)(v)
Food, Beverage & Tobacco
L+700, 0.0% PIK (1.0% Max PIK)
1.0%
7/20/25
$
42.0
$
40.2
$
42.0
Borden (New Dairy Opco)
(ac)(v)
Food, Beverage & Tobacco
L+250
1.0%
7/20/25
9.0
8.4
9.0
Borden Dairy Co
(ac)(v)(y)(z)
Food, Beverage & Tobacco
L+825
1.0%
7/6/23
65.0
25.4
Bowery Farming Inc
(v)
Food, Beverage & Tobacco
L+1,000
1.0%
4/30/26
75.0
74.3
69.3
Cimarron Energy Inc
(v)(y)(z)
Energy
L+900
1.0%
12/31/24
7.5
5.5
3.6
Clarience Technologies LLC
(f)(i)(k)(m)(s)(v)
Capital Goods
L+625
1.0%
12/14/26
268.0
257.2
270.7
Clarience Technologies LLC
(v)
Capital Goods
L+625
1.0%
12/31/26
18.1
17.6
18.4
Clarience Technologies LLC
(x)
Capital Goods
L+625
1.0%
12/13/24
25.4
25.2
25.4
Clarience Technologies LLC
(x)
Capital Goods
L+625
1.0%
12/31/26
10.8
10.8
11.1
Constellis Holdings LLC
(ac)(v)
Capital Goods
L+750
1.0%
3/27/24
15.0
14.0
15.0
Corsearch Intermediate Inc
(m)(v)
Software & Services
L+550
1.0%
4/19/28
30.1
28.3
30.1
Corsearch Intermediate Inc
(x)
Software & Services
L+550
1.0%
4/19/28
4.4
4.4
4.4
CSafe Global
(f)(i)(k)(l)(m)(t)(v)
Capital Goods
L+625
0.8%
12/23/27
188.7
182.5
188.7
CSafe Global
(v)
Capital Goods
L+625
0.8%
12/23/27
£
27.4
36.3
37.1
CSafe Global
(v)
Capital Goods
L+625
0.8%
8/13/28
$
11.9
11.9
11.9
CSafe Global
(x)
Capital Goods
L+625
0.8%
12/23/26
34.9
34.9
34.6
Dental Care Alliance Inc
(f)(k)(m)(t)(v)
Health Care Equipment & Services
L+625
0.8%
3/12/27
90.3
86.1
90.4
Dental Care Alliance Inc
(v)
Health Care Equipment & Services
L+625
0.8%
3/12/27
8.7
8.7
8.7
Dental Care Alliance Inc
(x)
Health Care Equipment & Services
L+625
0.8%
3/12/27
13.6
13.6
13.7
Element Materials Technology Group US Holdings Inc
(aa)(v)(w)
Capital Goods
L+350
1.0%
6/28/24
1.9
1.9
1.9
Encora Digital Inc
(v)
Software & Services
L+550, 0.0% PIK (2.4% Max PIK)
0.5%
12/13/28
81.3
79.7
79.7
Encora Digital Inc
(x)
Software & Services
L+550
0.5%
12/13/28
19.6
19.4
19.2
Entertainment Benefits Group LLC
(v)
Media & Entertainment
L+575, 2.5% PIK (2.5% Max PIK)
1.0%
9/30/24
0.4
0.4
0.4
Entertainment Benefits Group LLC
(f)(k)(l)(m)(v)
Media & Entertainment
L+575, 2.5% PIK (2.5% Max PIK)
1.0%
9/30/25
64.0
59.1
61.7
Entertainment Benefits Group LLC
(x)
Media & Entertainment
L+575, 2.5% PIK (2.5% Max PIK)
1.0%
9/30/24
10.2
9.6
9.9
Fairway Group Holdings Corp
(ac)(v)(y)(z)
Food & Staples Retailing
12.0% PIK (12.0% Max PIK)
11/27/23
11.7
1.0
0.7
Fairway Group Holdings Corp
(ac)(v)(y)(z)
Food & Staples Retailing
10.0% PIK (10.0% Max PIK)
11/28/23
7.6
Follett Software Co
(f)(k)(l)(t)
Software & Services
L+575
0.8%
8/31/28
74.4
73.7
74.1
Follett Software Co
(x)
Software & Services
L+575
0.8%
8/31/27
9.9
9.9
9.8
Foundation Consumer Brands LLC
(m)(v)
Pharmaceuticals, Biotechnology & Life Sciences
L+638
1.0%
2/12/27
97.1
93.0
98.0
Foundation Consumer Brands LLC
(x)
Pharmaceuticals, Biotechnology & Life Sciences
L+638
1.0%
2/12/27
6.6
6.6
6.6
Foundation Risk Partners Corp
(v)
Insurance
L+575
0.8%
10/29/28
74.3
73.2
73.3
Foundation Risk Partners Corp
(x)
Insurance
L+575
0.8%
10/29/27
7.0
6.9
6.9
Foundation Risk Partners Corp
(x)
Insurance
L+575
0.8%
10/29/28
6.2
6.2
6.1
Frontline Technologies Group LLC
(i)(m)(v)
Software & Services
L+525
1.0%
9/18/23
78.7
78.1
78.7
Frontline Technologies Group LLC
(s)(v)
Software & Services
L+525
1.0%
9/18/23
75.6
71.7
76.2
Galaxy Universal LLC
(v)
Consumer Durables & Apparel
L+575
1.0%
11/1/26
88.9
88.9
88.9
Galaxy Universal LLC
(v)
Consumer Durables & Apparel
5.0%
2/4/22
0.9
0.9
0.9
Galaxy Universal LLC
(x)
Consumer Durables & Apparel
5.0%
2/4/22
7.7
7.7
7.7
Galway Partners Holdings LLC
(k)(l)(t)(v)
Insurance
L+525, 0.0% PIK (1.3% Max PIK)
0.8%
9/29/28
128.1
125.5
126.0
Galway Partners Holdings LLC
(x)
Insurance
L+525, 0.0% PIK (1.3% Max PIK)
0.8%
9/30/27
12.0
11.7
11.8
Galway Partners Holdings LLC
(x)
Insurance
L+525, 0.0% PIK (1.3% Max PIK)
0.8%
9/29/28
22.4
22.4
22.0
See notes to
consolidated financial statements.
80
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2021
(in millions, except share amounts)
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Principal
Amount (c)
Amortized
Cost
Fair
Value (d)
General Datatech LP
(f)(k)(l)(m)(t)(v)
Software & Services
L+625
1.0%
6/18/27
$
169.1
$
167.5
$
166.5
Greystone Equity Member Corp
(v)(w)
Diversified Financials
L+725
3.8%
4/1/26
194.8
182.7
192.6
Heniff Transportation Systems LLC
(v)
Transportation
L+575
1.0%
12/3/24
5.9
5.6
5.6
Heniff Transportation Systems LLC
(f)(i)(k)(l)(m)(v)
Transportation
L+575
1.0%
12/3/26
137.7
130.5
128.7
Heniff Transportation Systems LLC
(v)
Transportation
L+625
1.0%
12/3/26
19.4
18.6
18.5
Heniff Transportation Systems LLC
(x)
Transportation
L+575
1.0%
12/3/24
11.9
11.9
11.1
hibu Inc
(f)(k)(l)(m)(t)(v)
Commercial & Professional Services
L+625
1.0%
5/4/27
101.6
96.6
104.6
Higginbotham Insurance Agency Inc
(v)
Insurance
L+550
0.8%
11/25/26
25.3
24.6
25.8
Higginbotham Insurance Agency Inc
(v)
Insurance
L+525
0.8%
11/25/26
4.5
4.3
4.6
Higginbotham Insurance Agency Inc
(x)
Insurance
L+525
0.8%
11/25/26
32.6
32.6
33.3
HM Dunn Co Inc
(ad)(v)
Capital Goods
L+600
1.0%
6/30/26
33.6
33.6
33.6
HM Dunn Co Inc
(ad)(v)
Capital Goods
L+600
1.0%
6/30/26
2.0
2.0
2.0
Hudson Technologies Co
(v)(w)
Commercial & Professional Services
L+1,025
1.0%
10/10/23
79.9
72.3
82.1
Individual FoodService
(v)
Capital Goods
L+625
1.0%
11/22/24
0.2
0.2
0.2
Individual FoodService
(m)(s)(v)
Capital Goods
L+625
1.0%
11/22/25
90.8
86.5
91.7
Individual FoodService
(x)
Capital Goods
L+625
1.0%
11/22/24
4.5
4.5
4.5
Individual FoodService
(x)
Capital Goods
L+625
0.0%
11/22/25
5.6
5.6
5.7
Industria Chimica Emiliana Srl
(v)(w)
Pharmaceuticals, Biotechnology & Life Sciences
E+725
0.0%
9/27/26
88.8
101.3
103.9
Industry City TI Lessor LP
(s)(v)
Consumer Services
10.8%, 1.0% PIK (1.0% Max PIK)
6/30/26
$
29.9
30.0
32.5
Insight Global LLC
(v)
Commercial & Professional Services
L+600
0.8%
9/22/27
10.5
10.5
10.4
Insight Global LLC
(i)(v)
Commercial & Professional Services
L+600
0.8%
9/22/28
230.0
227.8
227.2
Insight Global LLC
(x)
Commercial & Professional Services
L+600
0.8%
9/22/27
10.5
10.5
10.4
Insight Global LLC
(x)
Commercial & Professional Services
L+600
0.8%
11/15/28
20.0
20.0
19.8
Integrity Marketing Group LLC
(x)
Insurance
L+550
0.8%
8/27/25
145.3
145.3
143.2
J S Held LLC
(f)(i)(m)(s)(v)
Insurance
L+550
1.0%
7/1/25
165.4
159.8
167.1
J S Held LLC
(v)
Insurance
L+550
1.0%
7/1/25
2.8
2.6
2.8
J S Held LLC
(x)
Insurance
L+550
1.0%
7/1/25
16.7
16.7
16.9
J S Held LLC
(x)
Insurance
L+550
1.0%
7/1/25
11.3
11.3
11.3
Jarrow Formulas Inc
(f)(i)(k)(l)(m)(s)(t)(v)
Household & Personal Products
L+625
1.0%
11/30/26
186.6
177.1
190.3
Karman Space Inc
(m)(v)
Capital Goods
L+675
1.0%
12/21/25
92.4
88.8
94.2
Karman Space Inc
(v)
Capital Goods
L+675
1.0%
12/21/25
4.4
4.2
4.4
Karman Space Inc
(x)
Capital Goods
L+675
1.0%
12/21/25
1.1
1.1
1.1
KBP Investments LLC
(v)
Food & Staples Retailing
L+500
0.8%
5/26/27
23.6
22.9
23.3
KBP Investments LLC
(x)
Food & Staples Retailing
L+500
0.8%
5/26/27
3.9
3.9
3.8
Kellermeyer Bergensons Services LLC
(f)(i)(k)(l)(m)(s)(t)(v)
Commercial & Professional Services
L+575
1.0%
11/7/26
341.7
329.6
342.8
Kellermeyer Bergensons Services LLC
(x)
Commercial & Professional Services
L+575
1.0%
11/7/26
31.0
31.0
31.1
Lakefield Veterinary Group
(f)(i)(v)
Consumer Services
L+550
0.8%
11/23/28
115.6
114.5
114.6
Lakefield Veterinary Group
(x)
Consumer Services
L+550
0.8%
11/23/28
56.3
56.3
55.7
Lakeview Farms Inc
(l)(m)(v)
Food, Beverage & Tobacco
L+625
1.0%
6/10/27
77.0
75.1
76.5
Lakeview Farms Inc
(v)
Food, Beverage & Tobacco
L+625
1.0%
6/10/27
3.4
3.4
3.4
Lakeview Farms Inc
(x)
Food, Beverage & Tobacco
L+625
1.0%
6/10/27
10.8
10.8
10.8
Lakeview Farms Inc
(x)
Food, Beverage & Tobacco
L+625
1.0%
6/10/27
3.4
3.4
3.4
Lexitas Inc
(i)(k)(l)(m)(v)
Commercial & Professional Services
L+600
1.0%
11/14/25
106.8
103.3
107.8
See notes to
consolidated financial statements.
81
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2021
(in millions, except share amounts)
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Principal
Amount (c)
Amortized
Cost
Fair
Value (d)
Lexitas Inc
(x)
Commercial & Professional Services
L+600
1.0%
11/14/25
$
10.3
$
10.3
$
10.4
Lexitas Inc
(x)
Commercial & Professional Services
L+600
1.0%
11/14/25
5.4
5.4
5.4
Lionbridge Technologies Inc
(f)(k)(s)(t)
Consumer Services
L+700
1.0%
12/29/25
68.9
64.0
70.3
Lipari Foods LLC
(f)(m)(s)(v)
Food & Staples Retailing
L+575
1.0%
1/6/25
272.0
261.2
272.0
Lloyds Register Quality Assurance Ltd
(w)(x)
Consumer Services
SA+600, 0.0% PIK (6.3% Max PIK)
0.0%
12/2/28
£
15.0
20.0
19.7
Matchesfashion Ltd
(v)(w)
Consumer Durables & Apparel
L+463, 3.0% PIK (3.0% Max PIK)
0.0%
10/11/24
$
12.9
12.4
8.2
MB2 Dental Solutions LLC
(k)(l)(m)(t)(v)
Health Care Equipment & Services
L+600
1.0%
1/29/27
231.0
220.3
231.7
MB2 Dental Solutions LLC
(x)
Health Care Equipment & Services
L+600
1.0%
1/29/27
56.7
56.7
56.9
Medallia Inc
(v)
Software & Services
L+675 PIK (L+675 Max PIK)
0.8%
10/29/28
147.9
146.5
146.5
Med-Metrix
(v)
Software & Services
L+600
1.0%
9/15/27
62.4
61.8
61.9
Med-Metrix
(x)
Software & Services
L+600
1.0%
9/15/27
31.3
31.3
31.0
Med-Metrix
(x)
Software & Services
L+600
1.0%
9/15/27
7.8
7.8
7.8
Miami Beach Medical Group LLC
(k)(l)(m)(t)(v)
Health Care Equipment & Services
L+650
1.0%
12/14/26
180.6
171.4
178.6
Micronics Filtration Holdings Inc
(ac)(v)
Capital Goods
7.5% PIK (7.5% Max PIK)
3/29/24
51.4
46.0
51.0
Monitronics International Inc
(aa)(f)(v)
Commercial & Professional Services
L+650
1.3%
3/29/24
18.8
17.2
17.7
Monitronics International Inc
(v)
Commercial & Professional Services
L+500
1.5%
7/3/24
47.3
44.8
45.1
Monitronics International Inc
(x)
Commercial & Professional Services
L+500
1.5%
7/3/24
22.7
22.7
21.6
Motion Recruitment Partners LLC
(v)
Commercial & Professional Services
L+650
1.0%
12/19/25
4.8
4.5
4.7
Motion Recruitment Partners LLC
(f)(i)(m)(t)(v)
Commercial & Professional Services
L+650
1.0%
12/22/25
119.9
115.5
118.4
Motion Recruitment Partners LLC
(x)
Commercial & Professional Services
L+650
1.0%
12/19/25
59.6
59.6
58.9
NBG Home
(v)
Consumer Durables & Apparel
L+550
1.0%
4/26/24
67.7
67.6
53.3
NCI Inc
(v)
Software & Services
L+750, 0.0% PIK (2.5% Max PIK)
1.0%
8/15/24
78.8
77.7
72.0
Net Documents
(v)
Software & Services
L+650
1.0%
6/30/27
24.6
24.4
24.3
Net Documents
(v)
Software & Services
L+675
1.0%
6/30/27
0.9
0.9
0.9
Net Documents
(x)
Software & Services
L+675
1.0%
6/30/27
2.1
2.1
2.0
Net Documents
(x)
Software & Services
L+675
1.0%
6/30/27
7.4
7.3
7.3
New Era Technology Inc
(i)(l)(m)(t)(v)
Software & Services
L+625
1.0%
10/31/26
82.5
78.6
82.1
New Era Technology Inc
(v)
Software & Services
L+625
1.0%
10/31/26
1.6
1.5
1.6
New Era Technology Inc
(x)
Software & Services
L+625
1.0%
10/31/26
13.8
13.8
13.7
New Era Technology Inc
(x)
Software & Services
L+625
1.0%
10/31/26
3.1
3.1
3.1
Omnimax International Inc
(f)(i)(k)(l)(m)(v)
Capital Goods
L+725
1.0%
10/8/26
218.5
209.2
217.0
One Call Care Management Inc
(aa)(ad)(v)
Health Care Equipment & Services
L+550
0.8%
4/22/27
5.0
4.7
5.0
Oxford Global Resources LLC
(f)(k)(l)(m)(t)
Commercial & Professional Services
L+600
1.0%
8/17/27
88.4
87.6
88.2
Oxford Global Resources LLC
(v)
Commercial & Professional Services
L+600
1.0%
8/17/27
4.0
4.0
4.0
Oxford Global Resources LLC
(x)
Commercial & Professional Services
L+600
1.0%
8/17/27
15.3
15.3
15.3
Oxford Global Resources LLC
(x)
Commercial & Professional Services
L+600
1.0%
8/17/27
3.7
3.7
3.7
P2 Energy Solutions Inc.
(v)
Software & Services
L+675
1.0%
1/31/25
4.6
4.3
4.2
P2 Energy Solutions Inc.
(f)(i)(k)(m)(s)(t)(v)
Software & Services
L+675
1.0%
2/2/26
249.1
232.7
232.0
P2 Energy Solutions Inc.
(x)
Software & Services
L+675
1.0%
1/31/25
10.6
10.6
9.9
Parata Systems
(f)(m)(v)
Health Care Equipment & Services
L+575
1.0%
6/30/27
73.9
73.4
74.1
Parata Systems
(x)
Health Care Equipment & Services
L+575
1.0%
6/30/27
22.0
22.0
22.1
Parata Systems
(x)
Health Care Equipment & Services
L+575
1.0%
6/30/27
5.5
5.5
5.5
Parts Town LLC
(v)
Retailing
L+550
0.8%
11/1/28
87.4
86.6
86.6
See notes to
consolidated financial statements.
82
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2021
(in millions, except share amounts)
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Principal
Amount (c)
Amortized
Cost
Fair
Value (d)
Parts Town LLC
(x)
Retailing
L+550
0.8%
11/1/28
$
63.9
$
63.9
$
63.3
PartsSource Inc
(v)
Health Care Equipment & Services
L+575
0.8%
8/23/28
65.8
65.0
64.7
PartsSource Inc
(x)
Health Care Equipment & Services
L+575
0.8%
8/24/26
4.3
4.2
4.2
PartsSource Inc
(x)
Health Care Equipment & Services
L+575
0.8%
8/23/28
22.9
22.6
22.5
Peraton Corp
(aa)(v)
Capital Goods
L+375
0.8%
2/1/28
9.0
8.7
9.0
Performance Health Holdings Inc
(f)(i)(v)
Health Care Equipment & Services
L+600
1.0%
7/12/27
120.7
119.5
120.2
Petroplex Acidizing Inc
(ac)(v)(y)(z)
Energy
L+825, 1.8% PIK (1.8% Max PIK)
1.0%
6/30/23
27.0
22.0
9.7
Polyconcept North America Inc
(aa)(v)
Household & Personal Products
L+450 PIK (L+450 Max PIK)
1.0%
8/16/23
22.8
22.6
22.7
Premium Credit Ltd
(v)(w)
Diversified Financials
L+650
0.0%
1/16/26
£
55.9
72.6
75.7
Production Resource Group LLC
(ad)(v)
Media & Entertainment
L+500, 3.1% PIK (3.1% Max PIK)
1.0%
8/21/24
$
64.4
60.2
64.4
Production Resource Group LLC
(ad)(v)
Media & Entertainment
L+300, 5.5% PIK (5.5% Max PIK)
0.3%
8/21/24
133.3
124.9
133.3
Production Resource Group LLC
(ad)(v)
Media & Entertainment
L+550 PIK (L+550 Max PIK)
1.0%
8/21/24
0.1
0.1
0.1
Production Resource Group LLC
(ad)(v)
Media & Entertainment
L+750, 0.0% PIK (3.1% Max PIK)
1.0%
8/21/24
20.2
20.1
20.2
Production Resource Group LLC
(ad)(x)
Media & Entertainment
L+750, 0.0% PIK (3.1% Max PIK)
1.0%
8/21/24
10.1
10.1
10.1
Propulsion Acquisition LLC
(f)(l)(s)(t)(v)
Capital Goods
L+700
1.0%
7/13/24
60.5
56.8
61.1
PSKW LLC
(i)(l)(s)(t)(v)
Health Care Equipment & Services
L+625
1.0%
3/9/26
294.7
283.5
294.7
Qdoba Restaurant Corp
(aa)(m)(v)
Consumer Services
L+700
1.0%
3/21/25
10.9
10.8
10.8
Reliant Rehab Hospital Cincinnati LLC
(f)(i)(l)(m)(s)(v)
Health Care Equipment & Services
L+625
0.0%
2/28/26
126.8
120.7
124.1
Revere Superior Holdings Inc
(m)(v)
Software & Services
L+575
1.0%
9/30/26
23.0
22.4
23.3
Revere Superior Holdings Inc
(x)
Software & Services
L+575
1.0%
9/30/26
3.2
3.2
3.2
Revere Superior Holdings, Inc
(v)
Software & Services
L+575
1.0%
9/30/26
3.3
3.3
3.4
Revere Superior Holdings, Inc
(x)
Software & Services
L+575
1.0%
9/30/26
7.4
7.4
7.5
Rise Baking Company
(v)
Food, Beverage & Tobacco
L+625
1.0%
8/13/27
2.8
2.6
2.7
Rise Baking Company
(l)(m)
Food, Beverage & Tobacco
L+625
1.0%
8/13/27
28.8
28.1
28.2
Rise Baking Company
(x)
Food, Beverage & Tobacco
L+625
1.0%
8/13/27
2.5
2.5
2.5
RSC Insurance Brokerage Inc
(f)(i)(k)(l)(m)(s)(v)
Insurance
L+550
0.8%
10/30/26
277.8
268.1
280.6
RSC Insurance Brokerage Inc
(v)
Insurance
L+550
0.8%
10/30/26
4.1
4.0
4.1
RSC Insurance Brokerage Inc
(x)
Insurance
L+550
0.8%
10/30/26
16.1
16.1
16.3
RSC Insurance Brokerage Inc
(x)
Insurance
L+550
0.8%
10/30/26
3.6
3.6
3.6
Safe-Guard Products International LLC
(f)(m)(t)
Diversified Financials
L+500
0.5%
1/27/27
45.1
42.5
45.1
SAMBA Safety Inc
(x)
Software & Services
L+575
1.0%
9/1/27
2.4
2.4
2.4
SAMBA Safety Inc
(x)
Software & Services
L+575
1.0%
9/1/27
6.1
6.1
6.0
SavATree LLC
(v)
Consumer Services
L+550
0.8%
10/12/28
1.9
1.8
1.9
SavATree LLC
(x)
Consumer Services
L+550
0.8%
10/12/28
7.6
7.6
7.6
SavATree LLC
(x)
Consumer Services
L+550
0.8%
10/12/28
6.3
6.3
6.3
Sequa Corp
(aa)(m)(v)
Capital Goods
L+675, 0.0% PIK (1.0% Max PIK)
1.0%
11/28/23
16.0
15.4
16.2
Sequa Corp
(v)
Capital Goods
L+900, 0.0% PIK (9.5% Max PIK)
1.0%
7/31/25
16.4
16.0
17.2
Sequel Youth & Family Services LLC
(v)(y)(z)
Health Care Equipment & Services
L+800
1.0%
9/1/23
170.0
106.4
51.6
Sequel Youth & Family Services LLC
(v)(y)(z)
Health Care Equipment & Services
L+700
1.0%
9/1/23
29.2
19.3
8.9
Sequel Youth & Family Services LLC
(v)
Health Care Equipment & Services
L+700
1.0%
9/1/23
36.0
36.0
36.0
Sequel Youth & Family Services LLC
(x)
Health Care Equipment & Services
L+700
1.0%
9/1/23
6.0
6.0
6.0
SitusAMC Holdings Corp
(k)(l)(v)
Real Estate
L+575
0.8%
12/22/27
95.4
94.5
94.4
Sorenson Communications LLC
(aa)(ac)(f)(k)(t)(v)
Telecommunication Services
L+550
0.8%
3/17/26
59.9
56.9
60.1
See notes to
consolidated financial statements.
83
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2021
(in millions, except share amounts)
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Principal
Amount (c)
Amortized
Cost
Fair
Value (d)
Source Code LLC
(k)(l)(t)
Software & Services
L+650
1.0%
6/30/27
$
53.3
$
52.3
$
52.2
Source Code LLC
(x)
Software & Services
L+650
1.0%
6/30/27
15.3
15.0
15.0
Spins LLC
(m)(s)(t)(v)
Software & Services
L+550
1.0%
1/20/27
60.7
57.3
61.3
Spins LLC
(x)
Software & Services
L+550
1.0%
1/20/27
7.9
7.9
7.9
Staples Canada
(v)(w)
Retailing
C+700
1.0%
9/12/24
C$
35.8
28.0
29.1
Summit Interconnect Inc
(f)(k)(l)(t)(v)
Capital Goods
L+600
1.0%
9/22/28
$
107.9
106.8
106.9
Summit Interconnect Inc
(x)
Capital Goods
L+600
1.0%
9/22/28
48.7
48.7
48.2
Sungard Availability Services Capital Inc
(ac)(v)
Software & Services
SF+375, 3.8% PIK (3.8% Max
PIK)
1.0%
7/1/24
5.8
5.7
6.0
Sweeping Corp of America Inc
(m)(v)
Commercial & Professional Services
L+575
1.0%
11/30/26
55.8
53.3
56.3
Sweeping Corp of America Inc
(v)
Commercial & Professional Services
L+575
1.0%
11/30/26
1.8
1.8
1.8
Sweeping Corp of America Inc
(x)
Commercial & Professional Services
L+575
1.0%
11/30/26
17.2
17.2
17.3
Sweeping Corp of America Inc
(x)
Commercial & Professional Services
L+575
1.0%
11/30/26
3.9
3.9
3.9
Tangoe LLC
(f)(i)(m)(s)(v)
Software & Services
L+650
1.0%
11/28/25
190.2
171.5
147.2
ThermaSys Corp
(ac)(v)(y)(z)
Capital Goods
L+1,100 PIK (L+1,100 Max PIK)
1.0%
1/1/24
8.5
8.3
3.5
ThreeSixty Group
(m)(v)
Retailing
L+500, 2.5% PIK (2.5% Max PIK)
1.5%
3/1/23
48.5
48.4
47.7
ThreeSixty Group
(m)(v)
Retailing
L+500, 2.5% PIK (2.5% Max PIK)
1.5%
3/1/23
48.3
48.1
47.4
Time Manufacturing Co
(v)
Capital Goods
L+650
0.8%
12/1/27
45.8
44.8
44.8
Time Manufacturing Co
(v)
Capital Goods
L+650
0.8%
12/1/27
5.3
5.3
5.3
Time Manufacturing Co
(x)
Capital Goods
L+650
0.8%
12/1/27
13.7
13.7
13.6
Time Manufacturing Co
(x)
Capital Goods
L+650
0.8%
12/1/27
4.5
4.5
4.5
Time Manufacturing Co
(x)
Capital Goods
E+650
0.8%
12/1/27
15.0
17.0
17.2
Transaction Services Group Ltd
(v)(w)
Software & Services
L+650
0.0%
10/15/26
£
13.9
17.7
18.3
Transaction Services Group Ltd
(v)(w)
Software & Services
B+650
0.0%
10/15/26
A$
80.3
55.7
57.0
Transaction Services Group Ltd
(v)(w)
Software & Services
L+650
0.0%
10/15/26
$
126.2
122.2
123.1
Warren Resources Inc
(ad)(v)
Energy
L+900, 1.0% PIK (1.0% Max PIK)
1.0%
5/22/24
18.7
17.4
18.7
Wealth Enhancement Group LLC
(v)(w)
Diversified Financials
L+625
1.0%
10/4/27
15.1
15.0
15.1
Wealth Enhancement Group LLC
(v)(w)
Diversified Financials
L+625
1.0%
10/4/27
0.7
0.7
0.7
Wealth Enhancement Group LLC
(w)(x)
Diversified Financials
L+625
1.0%
10/4/27
13.2
13.2
13.2
Wealth Enhancement Group LLC
(w)(x)
Diversified Financials
L+625
1.0%
10/4/27
1.0
1.0
1.0
Woolpert Inc
(f)(k)(l)(m)(t)(v)
Capital Goods
L+600
1.0%
4/5/28
139.2
132.5
141.2
Woolpert Inc
(x)
Capital Goods
L+600
1.0%
4/5/28
25.6
25.6
25.9
Total Senior Secured LoansFirst Lien
11,165.5
11,236.1
Unfunded Loan Commitments
(1,470.4
)
(1,470.4
)
Net Senior Secured LoansFirst Lien
9,695.1
9,765.7
Senior Secured LoansSecond Lien20.1%
Advanced Lighting Technologies Inc
(v)(y)(z)
Materials
L+600
1.0%
3/16/27
11.3
10.5
6.4
Ammeraal Beltech Holding BV
(f)(s)(v)(w)
Capital Goods
L+775
0.0%
9/12/26
44.9
40.8
44.3
Amtek Global Technology Pte Ltd
(ad)(v)(w)(y)(z)
Automobiles & Components
E+500 PIK (E+500 Max PIK)
0.0%
4/4/24
34.7
39.1
Apex Group Limited
(v)(w)
Diversified Financials
L+675
0.5%
7/27/29
$
8.0
7.9
8.0
See notes to
consolidated financial statements.
84
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2021
(in millions, except share amounts)
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Principal
Amount (c)
Amortized
Cost
Fair
Value (d)
Belk Inc
(ac)(v)(y)(z)
Retailing
10.0% PIK (10.0% Max PIK)
7/31/25
$
25.5
$
4.2
$
6.7
Byrider Finance LLC
(u)(v)
Automobiles & Components
L+1,000, 0.5% PIK (0.5% Max
PIK)
1.3%
6/7/22
54.3
52.8
54.4
Constellis Holdings LLC
(ac)(f)(v)
Capital Goods
L+1,100, 0.0% PIK (10.0% Max
PIK)
1.0%
3/27/25
13.5
12.5
12.0
Cubic Corp
(v)
Software & Services
L+763
0.8%
5/25/29
54.8
51.8
55.6
Datatel Inc
(v)
Software & Services
L+800
1.0%
10/9/28
179.2
170.1
184.6
Fairway Group Holdings Corp
(ac)(v)(y)(z)
Food & Staples Retailing
11.0% PIK (11.0% Max PIK)
2/24/24
6.9
Galaxy Universal LLC
(v)
Consumer Durables & Apparel
L+500
1.0%
11/1/26
36.2
35.8
35.8
Misys Ltd
(aa)(v)(w)
Software & Services
L+725
1.0%
6/13/25
21.8
20.5
21.8
NBG Home
(v)(y)(z)
Consumer Durables & Apparel
L+1,275 PIK (L+1,275 Max PIK)
1.0%
9/30/24
31.4
28.2
8.5
OEConnection LLC
(f)(v)
Software & Services
L+825
0.0%
9/25/27
27.0
26.6
26.5
OEConnection LLC
(v)
Software & Services
L+700
0.5%
9/25/27
49.0
49.0
48.1
Peraton Corp
(s)(v)
Capital Goods
L+800
1.0%
2/1/29
175.0
165.3
178.5
Peraton Corp
(v)
Capital Goods
L+775
0.8%
2/1/29
156.4
149.9
158.7
Petrochoice Holdings Inc
(v)
Capital Goods
L+875
1.0%
8/21/23
65.0
64.4
57.6
Polyconcept North America Inc
(v)
Household & Personal Products
11.0% PIK (11.0% Max PIK)
2/16/24
10.0
9.9
10.0
Pure Fishing Inc
(f)(m)(v)
Consumer Durables & Apparel
L+838
1.0%
12/21/26
177.0
170.6
168.1
Sequa Corp
(aa)(m)(v)
Capital Goods
L+1,075, 0.0% PIK (6.8% Max PIK)
1.0%
4/28/24
5.9
5.7
5.9
SIRVA Worldwide Inc
(aa)(v)
Commercial & Professional Services
L+950
0.0%
8/3/26
6.5
5.4
5.7
Solera LLC
(aa)(v)
Software & Services
L+800
1.0%
6/4/29
312.4
295.8
317.6
Sungard Availability Services Capital Inc
(ac)(v)(y)(z)
Software & Services
SF+400, 2.8% PIK (2.8% Max
PIK)
1.0%
8/1/24
14.6
13.7
8.3
Valeo Foods Group Ltd
(v)(w)
Food, Beverage & Tobacco
SA+800
0.0%
10/1/29
£
9.3
12.3
12.2
Valeo Foods Group Ltd
(w)(x)
Food, Beverage & Tobacco
E+750
0.0%
10/1/29
6.2
7.2
6.8
Vantage Specialty Chemicals Inc
(aa)(v)
Materials
L+825
1.0%
10/27/25
$
0.8
0.7
0.7
Wittur Holding GmbH
(v)(w)
Capital Goods
E+850, 0.5% PIK (0.5% Max PIK)
0.0%
9/23/27
112.8
120.9
120.9
Total Senior Secured LoansSecond Lien
1,571.6
1,563.7
Unfunded Loan Commitments
(7.2
)
(7.2
)
Net Senior Secured LoansSecond Lien
1,564.4
1,556.5
Other Senior Secured Debt1.6%
Angelica Corp
(h)(y)(z)
Health Care Equipment & Services
10.0% PIK (10.0% Max PIK)
12/30/22
$
53.4
42.3
5.2
JW Aluminum Co
(aa)(ad)(s)(v)
Materials
10.3%
6/1/26
76.5
75.5
81.0
One Call Care Management Inc
(ad)(v)
Health Care Equipment & Services
8.5% PIK (8.5% Max PIK)
11/1/28
23.5
21.6
23.5
TruckPro LLC
(aa)(v)
Capital Goods
11.0%
10/15/24
9.2
9.2
10.0
Total Other Senior Secured Debt
148.6
119.7
Subordinated Debt1.4%
Ardonagh Group Ltd
(aa)(v)(w)
Insurance
12.8% PIK (12.8% Max PIK)
1/15/27
0.9
0.9
1.0
ATX Networks Corp
(ad)(s)(v)(w)(y)(z)
Capital Goods
10.0% PIK (10.0% Max PIK)
8/9/28
18.3
4.8
7.1
ClubCorp Club Operations Inc
(aa)(v)
Consumer Services
8.5%
9/15/25
37.3
35.4
35.7
See notes to
consolidated financial statements.
85
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2021
(in millions, except share amounts)
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Principal
Amount (c)
Amortized
Cost
Fair
Value (d)
Encora Digital Inc
(v)
Software & Services
9.8% PIK (9.8% Max PIK)
12/13/29
$
21.6
$
20.9
$
20.9
Hilding Anders
(ad)(v)(w)(y)
Consumer Durables & Apparel
24.8
26.9
Hilding Anders
(ad)(v)(w)(y)
Consumer Durables & Apparel
110.5
Hilding Anders
(ad)(v)(w)(y)(z)
Consumer Durables & Apparel
13.0% PIK (13.0% Max PIK)
11/30/25
134.4
99.4
46.6
Total Subordinated Debt
188.3
111.3
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Principal
Amount (c) /
Shares
Amortized
Cost
Fair
Value (d)
Asset Based Finance29.1%
801 5th Ave, Seattle, Private Equity
(ad)(v)(w)(y)
Real Estate
8,554,983
$
14.1
$
23.1
801 5th Ave, Seattle, Structure Mezzanine
(ad)(v)(w)
Real Estate
8.0%, 3.0% PIK (3.0% Max PIK)
12/19/29
$
57.2
55.1
57.2
Abacus JV, Private Equity
(v)(w)
Insurance
44,833,382
43.8
48.1
Accelerator Investments Aggregator LP, Private Equity
(v)(w)(y)
Diversified Financials
5,397,365
6.3
4.7
Altavair AirFinance, Private Equity
(v)(w)
Capital Goods
94,679,609
95.6
114.3
Australis Maritime, Common Stock
(v)(w)
Transportation
46,781,830
45.1
46.7
Avida Holding AB, Common Stock
(ad)(v)(w)(y)
Diversified Financials
405,023,756
44.6
52.3
Bank of Ireland, Class B Credit Linked Floating Rate Note
(g)(w)
Banks
L+1,185
12/4/27
$
14.7
14.7
14.7
Byrider Finance LLC, Structured Mezzanine
(x)
Automobiles & Components
L+1,050
0.3%
6/3/28
$
23.0
23.0
23.0
Callodine Commercial Finance LLC, 2L Term Loan A
(v)
Diversified Financials
L+900
1.0%
11/3/25
$
125.0
118.0
125.6
Callodine Commercial Finance LLC, 2L Term Loan B
(x)
Diversified Financials
L+900
1.0%
11/3/25
$
40.3
40.3
40.5
Capital Automotive LP, Private Equity
(v)(w)
Real Estate
21,640,936
23.7
28.1
Capital Automotive LP, Structured Mezzanine
(v)(w)
Real Estate
11.0%
12/22/28
$
42.7
41.9
42.7
Global Jet Capital LLC, Preferred Stock
(j)(u)(v)(y)
Commercial & Professional Services
149,494,590
69.4
Global Jet Capital LLC, Preferred Stock
(j)(u)(v)
Commercial & Professional Services
9.0% PIK (9.0% Max PIK)
10/1/28
$
414.0
304.8
302.2
Global Jet Capital LLC, Structured Mezzanine
(j)(u)(v)(w)
Commercial & Professional Services
15.0% PIK (15.0% Max PIK)
12/4/25
$
53.6
36.9
53.6
Global Jet Capital LLC, Structured Mezzanine
(j)(u)(v)(w)
Commercial & Professional Services
15.0% PIK (15.0% Max PIK)
12/9/25
$
39.2
26.9
39.2
Global Jet Capital LLC, Structured Mezzanine
(j)(u)(v)(w)
Commercial & Professional Services
15.0% PIK (15.0% Max PIK)
1/29/26
$
4.6
3.1
4.6
Global Lending Services LLC, Private Equity
(v)(w)
Diversified Financials
12,222,437
14.2
15.5
Global Lending Services LLC, Private Equity
(v)(w)
Diversified Financials
22,352,639
24.2
28.5
Home Partners JV 2, Private Equity
(ac)(v)(w)(y)
Real Estate
1,585,353
1.5
1.6
Home Partners JV 2, Private Equity
(ac)(v)(w)(y)
Real Estate
59,815
0.1
0.1
Home Partners JV 2, Structured Mezzanine
(ac)(v)(w)
Real Estate
11.0% PIK (11.0% Max PIK)
3/20/30
$
3.5
3.4
3.5
Home Partners JV 2, Structured Mezzanine
(ac)(w)(x)
Real Estate
11.0% PIK (11.0% Max PIK)
3/20/30
$
13.6
13.6
13.6
Home Partners JV, Common Stock
(ac)(v)(w)(y)
Real Estate
32,659,547
47.6
80.6
Home Partners JV, Private Equity
(ac)(v)(w)(y)
Real Estate
4,127,355
5.4
9.4
Home Partners JV, Structured Mezzanine
(ac)(v)(w)
Real Estate
11.0% PIK (11.0% Max PIK)
3/25/29
$
90.4
85.6
90.4
See notes to
consolidated financial statements.
86
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2021
(in millions, except share amounts)
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Principal
Amount (c) /
Shares
Amortized
Cost
Fair
Value (d)
Jet Edge International LLC, Preferred Stock
(ac)(p)
Transportation
8.0%, 0.0% PIK (8.0% Max PIK)
20,878,236
$
20.9
$
16.8
Jet Edge International LLC, Term Loan
(ac)(v)
Transportation
10.0%, 2.0% PIK (2.0% Max PIK)
4/2/26
$
76.6
75.9
76.1
Jet Edge International LLC, Term Loan
(ac)(x)
Transportation
10.0%, 2.0% PIK (2.0% Max PIK)
4/2/26
$
75.0
75.0
74.5
Jet Edge International LLC, Warrant
(ac)(h)(y)
Transportation
3,963
4.5
Kilter Finance, Preferred Stock
(ad)(v)(w)
Insurance
6.0%, 6.0% PIK (6.0% Max PIK)
36,108,611
34.6
36.1
Kilter Finance, Private Equity
(ad)(v)(w)(y)
Insurance
536,709
0.5
0.5
KKR Central Park Leasing Aggregator L.P., Partnership Interest
(v)(w)(y)(z)
Capital Goods
14.3%
5/31/23
$
39.1
39.1
25.8
KKR Chord IP Aggregator LP, Partnership Interest
(v)(w)
Media & Entertainment
114,193,861
112.6
131.5
KKR Chord IP Aggregator LP, Structured Mezzanine
(v)(w)
Media & Entertainment
9.0%
10/14/23
$
167.3
164.9
167.3
KKR Rocket Loans Aggregator LLC, Partnership Interest
(ad)(v)(w)
Diversified Financials
1,387,913
1.4
1.4
KKR Zeno Aggregator LP (K2 Aviation), Partnership Interest
(v)(w)(y)
Capital Goods
23,664,954
23.0
19.1
Lenovo Group Ltd, Structured Mezzanine
(v)(w)
Technology Hardware & Equipment
7.8%
9/22/24
7.8
9.2
8.9
Lenovo Group Ltd, Structured Mezzanine
(v)(w)
Technology Hardware & Equipment
7.8%
9/22/24
$
12.1
12.1
12.1
Lenovo Group Ltd, Structured Mezzanine
(v)(w)
Technology Hardware & Equipment
11.8%
9/22/24
5.9
6.9
6.7
Lenovo Group Ltd, Structured Mezzanine
(v)(w)
Technology Hardware & Equipment
11.8%
9/22/24
£
1.6
2.2
2.1
Lenovo Group Ltd, Structured Mezzanine
(v)(w)
Technology Hardware & Equipment
7.8%
9/22/24
£
2.1
2.9
2.9
Lenovo Group Ltd, Structured Mezzanine
(v)(w)
Technology Hardware & Equipment
11.8%
9/22/24
$
9.1
9.1
9.1
My Community Homes SFR PropCo 2, Private Equity
(ad)(v)(w)(y)
Real Estate
33,000,000
33.0
33.0
NewStar Clarendon 2014-1A Class D
(v)(w)
Diversified Financials
19.5%
1/25/27
$
8.3
2.5
4.2
Opendoor Labs Inc, Structured Mezzanine
(v)(w)
Real Estate
10.0%
4/1/26
$
71.1
71.1
71.1
Opendoor Labs Inc, Structured Mezzanine
(w)(x)
Real Estate
10.0%
4/1/26
$
88.9
88.9
88.9
Orchard Marine Limited, Class B Common Stock
(ac)(v)(w)(y)
Transportation
1,964
3.1
Orchard Marine Limited, Series A Preferred Stock
(ac)(v)(w)(y)
Transportation
62,976
62.0
64.6
Pretium Partners LLC P1, Structured Mezzanine
(v)(w)
Real Estate
2.8%, 5.3% PIK (5.3% Max PIK)
10/22/26
$
6.7
6.2
6.8
Pretium Partners LLC P2, Private Equity
(v)(w)(y)
Real Estate
16,772,368
16.4
16.4
Pretium Partners LLC P2, Term Loan
(v)(w)
Real Estate
11.0%
12/16/29
$
33.5
32.9
32.9
Prime ST LLC, Private Equity
(ad)(v)(w)(y)
Real Estate
5,983,135
7.7
9.1
Prime ST LLC, Structured Mezzanine
(ad)(v)(w)
Real Estate
5.0%, 6.0% PIK (6.0% Max PIK)
3/12/30
$
52.4
50.4
52.4
Star Mountain Diversified Credit Income Fund III, LP, Private Equity
(o)(w)
Diversified Financials
23,500,000
23.5
24.3
Toorak Capital Funding LLC, Membership Interest
(ad)(v)(w)(y)
Real Estate
1,723,140
1.9
1.7
Toorak Capital Partners LLC, Private Equity
(ad)(v)
Real Estate
158,139,270
158.1
199.3
Toorak Capital Partners LLC, Structured Mezzanine
(ad)(v)
Real Estate
L+650 PIK (L+650 Max PIK)
5/11/22
$
22.0
22.0
22.0
Toorak Capital Partners LLC, Structured Mezzanine
(ad)(x)
Real Estate
L+650 PIK (L+650 Max PIK)
5/11/22
$
8.0
8.0
8.0
Total Asset Based Finance
2,380.9
2,493.9
Unfunded Asset Based Finance Commitments
(248.9
)
(248.9
)
Net Asset Based Finance
2,132.0
2,245.0
See notes to
consolidated financial statements.
87
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2021
(in millions, except share amounts)
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Principal
Amount (c) /
Shares
Amortized
Cost
Fair
Value (d)
Credit Opportunities Partners JV, LLC18.1%
Credit Opportunities Partners JV, LLC
(ad)(v)(w)
Diversified Financials
1,462.3
$
1,396.7
$
1,396.2
Total Credit Opportunities Partners JV, LLC
1,396.7
1,396.2
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Number of
Shares
Amortized
Cost
Fair
Value (d)
Equity/Other11.7%(e)
Abaco Energy Technologies LLC, Common Stock
(v)(y)
Energy
3,055,556
$
0.2
$
0.3
Abaco Energy Technologies LLC, Preferred Stock
(v)(y)
Energy
12,734,481
1.5
1.7
Affordable Care Inc, Preferred Stock
(ac)(v)
Health Care Equipment & Services
11.8% PIK (11.8% Max PIK)
49,073,000
48.1
52.1
American Vision Partners, Private Equity
(v)(y)
Health Care Equipment & Services
2,450,230
2.5
2.4
Amtek Global Technology Pte Ltd, Common Stock
(ad)(g)(v)(w)(y)
Automobiles & Components
7,046,126
Amtek Global Technology Pte Ltd, Ordinary Shares
(ad)(v)(w)(y)
Automobiles & Components
5,735,804,056
30.7
Amtek Global Technology Pte Ltd, Private Equity
(ad)(v)(w)(y)
Automobiles & Components
4,097
Angelica Corp, Limited Partnership Interest
(h)(y)
Health Care Equipment & Services
877,044
47.6
Arcos LLC/VA, Preferred Stock
(v)
Software & Services
L+950 PIK (L+950 Max PIK)
1.0%
4/30/31
15,000,000
14.0
15.5
Ardonagh Ltd, Ordinary Shares
(v)(w)(y)
Insurance
16,450
2.8
Ardonagh Ltd, Ordinary Shares
(v)(w)(y)
Insurance
116,814
0.2
0.5
Ardonagh Ltd, Preferred Stock
(v)(w)(y)
Insurance
6,113,719
9.1
22.0
Arena Energy LP, Warrants
(v)(y)
Energy
68,186,525
0.4
0.6
Ascent Resources Utica Holdings LLC / ARU Finance Corp, Common Stock
(p)(y)
Energy
10,193
9.7
2.3
Ascent Resources Utica Holdings LLC / ARU Finance Corp, Trade Claim
(p)(y)
Energy
86,607,143
19.4
19.8
Aspect Software Inc, Common Stock
(l)(s)(v)(y)
Software & Services
1,309,955
2.3
2.7
Aspect Software Inc, Warrant
(l)(s)(v)(y)
Software & Services
1/15/24
181,730
0.3
0.3
ATX Networks Corp, Common Stock
(ad)(s)(v)(w)(y)
Capital Goods
3,483
AVF Parent LLC, Trade Claim
(v)(y)
Retailing
44,507
Belk Inc, Common Stock
(ac)(v)(y)
Retailing
94,950
Borden (New Dairy Opco), Common Stock
(ac)(h)(n)(y)
Food, Beverage & Tobacco
11,167,000
9.1
7.7
Bowery Farming Inc, Warrants
(v)(y)
Food, Beverage & Tobacco
4/30/26
161,828
0.0
5.2
Catalina Marketing Corp, Common Stock
(v)(y)
Media & Entertainment
6,522
CDS US Intermediate Holdings Inc, Warrant
(v)(w)(y)
Media & Entertainment
2,023,714
Cengage Learning, Inc, Common Stock
(v)(y)
Media & Entertainment
227,802
7.5
4.2
Cimarron Energy Inc, Common Stock
(v)(y)
Energy
4,302,293
Cimarron Energy Inc, Participation Option
(v)(y)
Energy
25,000,000
Constellis Holdings LLC, Private Equity
(ac)(f)(v)(y)
Capital Goods
849,702
10.3
0.2
CTI Foods Holding Co LLC, Common Stock
(v)(y)
Food, Beverage & Tobacco
5,892
0.7
See notes to
consolidated financial statements.
88
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2021
(in millions, except share amounts)
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Number of
Shares
Amortized
Cost
Fair
Value (d)
Cubic Corp, Preferred Stock
(v)
Software & Services
11.0% PIK (11.0% Max PIK)
42,141,600
$
39.6
$
42.3
Envigo Laboratories Inc, Series A Warrant
(s)(y)
Health Care Equipment & Services
4/29/24
10,924
Envigo Laboratories Inc, Series B Warrant
(s)(y)
Health Care Equipment & Services
4/29/24
17,515
Fairway Group Holdings Corp, Common Stock
(ac)(v)(y)
Food & Staples Retailing
103,091
Fox Head Inc, Common Stock
(j)(v)(y)
Consumer Durables & Apparel
10,000,000
8.0
10.9
Fronton BV, Common Stock
(ac)(o)(y)
Consumer Services
14,943
1.4
Galaxy Universal LLC, Common Stock
(v)(y)
Consumer Durables & Apparel
228,806
35.5
35.5
Galaxy Universal LLC, Trade Claim
(v)(y)
Consumer Durables & Apparel
27,256,114
16.4
16.4
Genesys Telecommunications Laboratories Inc, Class A Shares
(v)(y)
Technology Hardware & Equipment
40,529
Genesys Telecommunications Laboratories Inc, Ordinary Shares
(v)(y)
Technology Hardware & Equipment
41,339
Genesys Telecommunications Laboratories Inc, Preferred Stock
(v)(y)
Technology Hardware & Equipment
1,050,465
Harvey Industries Inc, Common Stock
(v)
Capital Goods
5,000,000
2.2
3.3
Hilding Anders, Class A Common Stock
(ad)(v)(w)(y)
Consumer Durables & Apparel
4,503,411
0.1
Hilding Anders, Class B Common Stock
(ad)(v)(w)(y)
Consumer Durables & Apparel
574,791
0.0
Hilding Anders, Class C Common Stock
(ad)(v)(w)(y)
Consumer Durables & Apparel
213,201
Hilding Anders, Equity Options
(ad)(v)(w)(y)
Consumer Durables & Apparel
11/30/25
236,160,807
15.0
HM Dunn Co Inc, Preferred Stock, Series A
(ad)(s)(v)(y)
Capital Goods
85,385
7.1
7.1
HM Dunn Co Inc, Preferred Stock, Series B
(ad)(s)(v)(y)
Capital Goods
15,000
Imagine Communications Corp, Common Stock
(v)(y)
Media & Entertainment
33,034
3.8
2.5
Jones Apparel Holdings, Inc., Common Stock
(v)(y)
Consumer Durables & Apparel
5,451
0.9
JW Aluminum Co, Common Stock
(ad)(j)(u)(v)(y)
Materials
2,105
0.0
JW Aluminum Co, Preferred Stock
(ad)(j)(u)(v)
Materials
12.5% PIK (12.5% Max PIK)
2/15/28
15,279
177.9
122.6
Maverick Natural Resources LLC, Common Stock
(n)(o)(y)
Energy
259,211
84.5
143.6
MB Precision Holdings LLC, Class A2 Units
(n)(o)(y)
Capital Goods
8,081,288
0.5
Med-Metrix, Common Stock
(h)(y)
Software & Services
29,403
1.5
1.6
Med-Metrix, Preferred Stock
(h)
Software & Services
8.0% PIK (8.0% Max PIK)
29,403
1.5
1.5
Miami Beach Medical Group LLC, Common Stock
(v)(y)
Health Care Equipment & Services
5,000,000
4.8
3.9
Micronics Filtration Holdings Inc, Common Stock
(ac)(v)(y)
Capital Goods
53,073
0.6
Micronics Filtration Holdings Inc, Preferred Stock, Series A
(ac)(v)(y)
Capital Goods
55
0.6
0.1
Micronics Filtration Holdings Inc, Preferred Stock, Series B
(ac)(v)(y)
Capital Goods
23
0.2
0.4
Micronics Filtration Holdings Inc, Preferred Stock, Series B PIK
(ac)(v)(y)
Capital Goods
112,780
11.9
Micronics Filtration Holdings Inc, Preferred Stock, Series C PIK
(ac)(v)(y)
Capital Goods
54,000
6.2
Misys Ltd, Preferred Stock
(v)(w)
Software & Services
L+1,025 PIK (L+1,025 Max PIK)
79,782,377
73.5
78.9
NBG Home, Common Stock
(v)(y)
Consumer Durables & Apparel
1,903
2.6
Nine West Holdings Inc, Common Stock
(v)(y)
Consumer Durables & Apparel
5,451
6.5
One Call Care Management Inc, Common Stock
(ad)(v)(y)
Health Care Equipment & Services
34,872
2.1
2.4
See notes to
consolidated financial statements.
89
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2021
(in millions, except share amounts)
Portfolio Company (a)
Footnotes
Industry
Rate (b)
Floor
Maturity
Number of
Shares
Amortized
Cost
Fair
Value (d)
One Call Care Management Inc, Preferred Stock A
(ad)(v)(y)
Health Care Equipment & Services
371,992
$
22.8
$
26.1
One Call Care Management Inc, Preferred Stock B
(ad)(v)
Health Care Equipment & Services
9.0% PIK (9.0% Max PIK)
10/25/29
7,672,347
8.0
9.2
Petroplex Acidizing Inc, Preferred Stock A
(ac)(v)(y)
Energy
25,138,631
4.9
Petroplex Acidizing Inc, Warrant
(ac)(v)(y)
Energy
12/15/26
8
Polyconcept North America Inc, Class A1 Units
(v)(y)
Household & Personal Products
30,000
3.0
4.3
PRG III LLC, Preferred Stock, Series A PIK
(ad)(v)(y)
Media & Entertainment
8/21/24
434,250
18.1
17.4
PRG III LLC, Preferred Stock, Series B PIK
(ad)(v)(y)
Media & Entertainment
8/21/24
140
Proserv Acquisition LLC, Class A Common Units
(ac)(v)(w)(y)
Energy
2,635,005
33.4
0.1
Proserv Acquisition LLC, Class A Preferred Units
(ac)(v)(w)(y)
Energy
837,780
5.4
9.3
Quorum Health Corp, Trade Claim
(v)(y)
Health Care Equipment & Services
8,301,000
0.7
0.9
Quorum Health Corp, Trust Initial Funding Units
(v)(y)
Health Care Equipment & Services
143,400
0.2
0.2
Ridgeback Resources Inc, Common Stock
(j)(u)(v)(w)(y)
Energy
1,969,418
9.1
9.9
Sorenson Communications LLC, Common Stock
(ac)(j)(u)(v)(y)
Telecommunication Services
89,959
42.5
67.5
Sound United LLC, Common Stock
(ad)(v)
Consumer Durables & Apparel
12,857,143
17.3
77.5
Stuart Weitzman Inc, Common Stock
(v)(y)
Consumer Durables & Apparel
5,451
Sungard Availability Services Capital Inc, Common Stock
(ac)(s)(u)(v)(y)
Software & Services
262,516
6.9
Swift Worldwide Resources Holdco Ltd, Common Stock
(v)(y)
Energy
1,250,000
1.2
1.1
ThermaSys Corp, Common Stock
(ac)(u)(v)(y)
Capital Goods
17,383,026
10.2
ThermaSys Corp, Preferred Stock
(ac)(v)(y)
Capital Goods
1,529
1.7
Versatile Processing Group Inc, Class A2 Units
(u)(y)
Materials
3,637,500
3.6
Warren Resources Inc, Common Stock
(ad)(v)(y)
Energy
3,483,788
12.8
20.4
Zeta Interactive Holdings Corp, Common Stock
(aa)(v)(y)
Software & Services
3,610,212
30.8
30.4
Total Equity/Other
931.6
907.1
TOTAL INVESTMENTS208.3%
$
16,056.7
16,101.5
LIABILITIES IN EXCESS OF OTHER
ASSETS(108.3%)
(8,371.5
)
NET ASSETS100%
$
7,730.0
See notes to
consolidated financial statements.
90
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2021
(in millions, except share amounts)
Foreign currency forward contracts
Foreign Currency
Settlement
Date
Counterparty
Amount and
Transaction
US$ Value at
Settlement Date
US$ Value at
December 31, 2021
Unrealized Appreciation
(Depreciation)
AUD
10/17/2022
JP Morgan Chase Bank
A$
3 Sold
$
2.1
$
2.2
$
(0.1
)
AUD
2/14/2023
JP Morgan Chase Bank
A$
2.2 Sold
1.6
1.6
CAD
6/7/2022
JP Morgan Chase Bank
$
1.4 Sold
1.1
1.1
CAD
6/7/2022
JP Morgan Chase Bank
$
1.9 Sold
1.5
1.5
CAD
11/10/2022
JP Morgan Chase Bank
$
1.5 Sold
1.2
1.1
0.1
CAD
11/15/2024
JP Morgan Chase Bank
$
4.0 Sold
3.2
3.1
0.1
EUR
5/6/2022
JP Morgan Chase Bank
6.1 Sold
7.5
7.0
0.5
EUR
5/6/2022
JP Morgan Chase Bank
1.6 Sold
2.0
1.8
0.2
EUR
5/6/2022
JP Morgan Chase Bank
0.7 Sold
0.9
0.8
0.1
EUR
5/6/2022
JP Morgan Chase Bank
2.2 Sold
2.7
2.5
0.2
EUR
5/6/2022
JP Morgan Chase Bank
0.9 Sold
1.2
1.1
0.1
EUR
9/12/2022
JP Morgan Chase Bank
10.0 Sold
11.7
11.5
0.2
EUR
7/17/2023
JP Morgan Chase Bank
1.3 Sold
1.7
1.5
0.2
EUR
2/23/2024
JP Morgan Chase Bank
42.3 Sold
49.1
49.4
(0.3
)
EUR
8/8/2025
JP Morgan Chase Bank
4.8 Sold
5.7
5.7
EUR
8/8/2025
JP Morgan Chase Bank
1.9 Sold
2.3
2.3
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
£
5.0 Sold
6.5
6.6
(0.1
)
GBP
1/11/2023
JP Morgan Chase Bank
£
1.4 Sold
1.9
1.9
GBP
10/13/2023
JP Morgan Chase Bank
£
6.2 Sold
8.5
8.4
0.1
NOK
8/8/2025
JP Morgan Chase Bank
NOK
49.1 Sold
5.2
5.5
(0.3
)
NOK
8/8/2025
JP Morgan Chase Bank
NOK
11.4 Sold
1.2
1.3
(0.1
)
SEK
3/15/2024
JP Morgan Chase Bank
SEK
72.8 Sold
8.5
8.2
0.3
SEK
5/10/2024
JP Morgan Chase Bank
SEK
430.3 Sold
51.4
48.4
3.0
SEK
5/10/2024
JP Morgan Chase Bank
SEK
503.0 Sold
60.1
56.6
3.5
SEK
5/10/2024
JP Morgan Chase Bank
SEK
34.5 Sold
4.1
3.9
0.2
SEK
8/8/2025
JP Morgan Chase Bank
SEK
119.3 Sold
13.3
13.5
(0.2
)
SEK
8/8/2025
JP Morgan Chase Bank
SEK
27.8 Sold
3.1
3.2
(0.1
)
Total
$
269.6
$
261.2
$
8.4
(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, 2021, the three-month London Interbank Offered Rate, or LIBOR or L, was 0.21%, the Euro Interbank Offered Rate, or EURIBOR, was (0.57)%, Canadian Dollar
Offer Rate, or CDOR was 0.52%, the Bank Bill Swap Bid Rate, or BBSY was 0.12%, the Reykjavik Interbank Offered Rate, or REIBOR, was 2.65%, the Stockholm Interbank Offered Rate, or STIBOR, was (0.05)%, the Sterling Overnight Index Average, or SONIA,
was .19%, the Secured Overnight Financing Rate, or SOFR, was .05%, 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.
See notes to
consolidated financial statements.
91
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2021
(in millions, except share amounts)
(c)
Denominated in U.S. dollars unless otherwise noted.
(d)
Fair value determined by the Companys board of directors (see Note 8).
(e)
Listed investments may be treated as debt for GAAP or tax purposes.
(f)
Security or portion thereof held within Ambler Funding LLC and is pledged as collateral supporting the amounts
outstanding under the revolving credit facility with Ally Bank (see Note 9).
(g)
Security or portion thereof was held within CCT Dublin Funding Limited
(h)
Security held within CCT Holdings II, LLC, a wholly-owned subsidiary of the Company.
(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 held within Cobbs Creek LLC and is pledged as collateral supporting the amounts
outstanding under the senior secured revolving credit facility (see Note 9).
(k)
Security or portion thereof held within Darby Creek LLC and is pledged as collateral supporting the amounts
outstanding under a revolving credit facility with Deutsche Bank AG, New York Branch (see Note 9).
(l)
Security or portion thereof held within Dunlap Funding LLC and is pledged as collateral supporting the amounts
outstanding under a revolving credit facility with Deutsche Bank AG, New York Branch (see Note 9).
(m)
Security or portion thereof was held within FSK CLO as of December 31, 2021.
(n)
Security held within FSIC II Investments, Inc., a wholly-owned subsidiary of the Company.
(o)
Security held within FSIC Investments, Inc., a wholly-owned subsidiary of the Company.
(p)
Security held within IC American Energy 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 II Arches Investments, LLC, a wholly-owned subsidiary of the Company.
(s)
Security or portion thereof held within Juniata River LLC and is pledged as collateral supporting the amounts
outstanding under a term loan credit facility with JPMorgan Chase Bank, N.A. (see Note 9).
(t)
Security or portion thereof held within Meadowbrook Run LLC and is pledged as collateral supporting the amounts
outstanding under a revolving credit facility with Morgan Stanley Senior Funding, Inc. (see Note 9).
(u)
Security or portion thereof held within Race Street Funding LLC. Security is available as collateral supporting
the amounts outstanding under the Senior Secured Revolving Credit Facility (see Note 9).
(v)
Security or portion thereof is pledged as collateral supporting the amounts outstanding under the Senior Secured
Revolving Credit Facility (see Note 9).
(w)
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, 2021, 75.1% of the
Companys total assets represented qualifying assets.
(x)
Security is an unfunded commitment. Reflects the stated spread at the time of commitment, but may not be the
actual rate received upon funding.
(y)
Security is non-income producing.
See notes to
consolidated financial statements.
92
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2021
(in millions, except share amounts)
(z)
Asset is on non-accrual status.
(aa)
Security is classified as Level 1 or 2 in the Companys fair value hierarchy (see Note 8).
(ab)
Not used.
(ac)
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, 2021, 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, 2021:
Portfolio Company
Fair Value at
December 31,
2020
Gross
Additions (1)
Gross
Reductions (2)
Net Realized
Gain (Loss)
Net Change in
Unrealized
Appreciation
(Depreciation)
Fair Value at
December 31,
2021
Interest
Income (3)
PIK
Income (3)
Fee
Income (3)
Dividend
Income (3)
Senior Secured LoansFirst Lien
Affordable Care Inc
$
$
$
$
$
$
$
$
$
0.3
$
Affordable Care Inc
115.5
(55.9
)
0.3
59.9
2.7
1.6
Belk Inc
42.6
(2.4
)
9.0
49.2
3.1
0.9
Belk Inc
21.7
0.2
21.9
1.6
Borden (New Dairy Opco)
7.6
10.6
(10.0
)
0.2
0.6
9.0
0.5
Borden (New Dairy Opco)
16.8
23.4
1.8
42.0
2.7
Borden Dairy Co
1.3
(1.3
)
Constellis Holdings LLC
14.0
1.0
15.0
0.9
Fairway Group Holdings Corp
1.1
(0.7
)
0.6
(0.3
)
0.7
0.8
Fairway Group Holdings Corp
HM Dunn Co Inc (5)
0.3
(0.6
)
0.3
HM Dunn Co Inc (5)
0.2
(0.3
)
0.1
Micronics Filtration Holdings Inc
35.5
1.0
14.5
51.0
1.0
One Call Care Management Inc (5)
4.7
0.6
(4.9
)
(0.4
)
0.2
Petroplex Acidizing Inc
4.5
(0.2
)
5.4
9.7
Sorenson Communications LLC (4)
61.8
(5.1
)
0.2
3.2
60.1
2.8
Sungard Availability Services Capital
Inc (4)
5.7
0.3
6.0
0.2
0.1
ThermaSys Corp
3.9
0.4
(0.8
)
3.5
0.5
Senior Secured LoansSecond Lien
Belk Inc
4.2
2.5
6.7
Constellis Holdings LLC
12.5
(0.5
)
12.0
0.6
0.4
Fairway Group Holdings Corp
Sorenson Communications LLC
22.0
(22.2
)
0.2
0.4
0.9
Sungard Availability Services Capital Inc
13.6
0.1
(5.4
)
8.3
0.7
0.2
Other Senior Secured Debt
JW Aluminum Co (5)
41.8
(39.4
)
(2.4
)
Subordinated Debt
Home Partners of America Inc
3.5
(3.5
)
0.1
See notes to
consolidated financial statements.
93
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2021
(in millions, except share amounts)
Portfolio Company
Fair Value at
December 31,
2020
Gross
Additions (1)
Gross
Reductions (2)
Net Realized
Gain (Loss)
Net Change in
Unrealized
Appreciation
(Depreciation)
Fair Value at
December 31,
2021
Interest
Income (3)
PIK
Income (3)
Fee
Income (3)
Dividend
Income (3)
Asset Based Finance
Home Partners JV, Structured Mezzanine
$
38.5
$
83.4
$
(36.3
)
$
$
4.8
$
90.4
$
0.6
$
7.3
$
$
Home Partners JV, Private Equity
5.4
4.0
9.4
Home Partners JV, Private Equity
(0.6
)
0.6
Home Partners JV, Common Stock
21.5
45.9
(22.9
)
7.7
28.4
80.6
Home Partners JV 2, Structured Mezzanine
3.4
0.1
3.5
0.2
Home Partners JV 2, Private Equity
0.1
0.1
Home Partners JV 2, Private Equity
1.5
0.1
1.6
Jet Edge International LLC, Preferred Stock
20.9
(4.1
)
16.8
0.5
Jet Edge International LLC, Warrant
4.5
4.5
Jet Edge International LLC, Term Loan
78.0
(2.1
)
(0.3
)
75.6
2.4
0.5
Orchard Marine Limited, Class B Common Stock
Orchard Marine Limited, Series A Preferred Stock
24.6
40.0
64.6
Equity/Other
Affordable Care Inc, Common Stock
48.1
4.0
52.1
2.3
ASG Technologies, Common Stock
42.7
(79.4
)
56.0
(19.3
)
ASG Technologies, Warrants
3.5
(10.2
)
3.7
3.0
Belk Inc, Common Stock
0
Borden (New Dairy Opco), Common Stock
3.2
5.2
(0.7
)
7.7
Charlotte Russe Inc, Common Stock
(12.5
)
12.5
Constellis Holdings LLC, Private Equity
10.3
(10.1
)
0.2
Fairway Group Holdings Corp, Common Stock
Fronton BV, Common Stock
1.2
0.2
1.4
HM Dunn Co Inc, Preferred Stock, Series
A (5)
HM Dunn Co Inc, Preferred Stock, Series
B (5)
Home Partners of America Inc, Common Stock
130.5
(214.3
)
130.7
(46.9
)
Home Partners of America Inc, Warrant
2.1
(4.4
)
4.1
(1.8
)
JW Aluminum Co, Common Stock (5)
JW Aluminum Co, Preferred Stock (5)
93.7
(107.3
)
13.6
4.2
Micronics Filtration Holdings Inc, Common Stock
Micronics Filtration Holdings Inc, Preferred Stock, Series A
0.1
0.1
Micronics Filtration Holdings Inc, Preferred Stock, Series B
0.4
0.4
Micronics Filtration Holdings Inc, Preferred Stock, Series B PIK
11.9
11.9
Micronics Filtration Holdings Inc, Preferred Stock, Series C PIK
6.2
6.2
One Call Care Management Inc, Common
Stock (5)
2.4
(3.0
)
0.6
One Call Care Management Inc, Preferred Stock
A (5)
25.5
(32.3
)
6.8
One Call Care Management Inc, Preferred Stock
B (5)
10.6
(9.8
)
(0.8
)
Petroplex Acidizing Inc, Preferred Stock A
0.4
(0.4
)
0.4
Petroplex Acidizing Inc, Warrant
Proserv Acquisition LLC, Class A Common Units
9.0
(0.1
)
(8.8
)
0.1
Proserv Acquisition LLC, Class A Preferred Units
9.5
(0.2
)
9.3
See notes to
consolidated financial statements.
94
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2021
(in millions, except share amounts)
Portfolio Company
Fair Value at
December 31,
2020
Gross
Additions (1)
Gross
Reductions (2)
Net Realized
Gain (Loss)
Net Change in
Unrealized
Appreciation
(Depreciation)
Fair Value at
December 31,
2021
Interest
Income (3)
PIK
Income (3)
Fee
Income (3)
Dividend
Income (3)
Sorenson Communications LLC, Common
Stock (4)
$
$
42.5
$
$
$
25.0
$
67.5
$
$
$
$
Sungard Availbaility Services Capital Inc, Common Stock (4)
6.9
(6.9
)
ThermaSys Corp, Common Stock
ThermaSys Corp, Preferred Stock
Total
$
533.8
$
706.2
$
(667.2
)
$
191.9
$
94.3
$
859.0
$
20.8
$
18.5
$
1.9
$
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, 2021.
(4)
The Company held this investment as of December 31, 2020 but it was not deemed to be an affiliated
person of the portfolio company as of December 31, 2020. Transfers in or out have been presented at amortized cost.
(5)
The Company held this investment as of December 31, 2021 but it was deemed to control the
portfolio company as of December 31, 2021. Transfers in or out have been presented at amortized cost.
(ad)
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, 2021, 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, 2021, 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, 2021:
Portfolio Company
Fair Value at
December 31,
2020
Gross
Additions (1)
Gross
Reductions (2)
Net Realized
Gain (Loss)
Net Change in
Unrealized
Appreciation
(Depreciation)
Fair Value at
December 31,
2021
Interest
Income (3)
PIK
Income (3)
Fee
Income (3)
Dividend
Income (3)
Senior Secured LoansFirst Lien
Advanced Lighting Technologies Inc
$
12.0
$
4.1
$
(15.9
)
$
(4.6
)
$
4.4
$
$
$
$
$
Amtek Global Technology Pte Ltd
59.7
2.4
(27.3
)
34.8
1.1
1.4
ATX Networks Corp
46.8
46.8
1.3
HM Dunn Co Inc (4)
49.2
(7.1
)
(8.5
)
33.6
0.5
HM Dunn Co Inc (4)
14.0
(19.0
)
7.0
2.0
0.4
0.8
One Call Care Management Inc
9.7
(5.1
)
0.1
0.3
5.0
0.3
0.1
Production Resource Group LLC
124.9
8.4
133.3
5.4
3.8
Production Resource Group LLC
0.1
0.1
Production Resource Group LLC
60.6
(0.4
)
4.2
64.4
2.8
0.8
0.4
Production Resource Group LLC
20.2
(0.1
)
0.1
20.2
0.4
0.1
Sound United LLC
14.9
(15.0
)
0.1
0.4
Warren Resources Inc (4)
19.3
(2.0
)
0.1
1.3
18.7
1.3
0.1
See notes to
consolidated financial statements.
95
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2021
(in millions, except share amounts)
Portfolio Company
Fair Value at
December 31,
2020
Gross
Additions (1)
Gross
Reductions (2)
Net Realized
Gain (Loss)
Net Change in
Unrealized
Appreciation
(Depreciation)
Fair Value at
December 31,
2021
Interest
Income (3)
PIK
Income (3)
Fee
Income (3)
Dividend
Income (3)
Senior Secured LoansSecond Lien
Amtek Global Technology Pte Ltd
$
0.1
$
(1.8
)
$
$
(10.4
)
$
12.1
$
$
(1.9
)
$
$
$
Sound United LLC
20.9
1.7
(22.6
)
1.0
Other Senior Secured Debt
Advanced Lighting Technologies Inc
(0.7
)
(22.9
)
23.6
JW Aluminum Co (4)
75.5
5.5
81.0
6.2
One Call Care Management Inc (4)
43.5
(21.9
)
1.9
23.5
0.4
1.6
Subordinated Debt
ATX Networks Corp
4.8
2.3
7.1
Hilding Anders
32.4
14.2
46.6
Hilding Anders
Hilding Anders
30.3
(30.3
)
Asset Based Finance
801 5th Ave, Seattle, Structure Mezzanine
29.4
25.7
2.1
57.2
3.6
1.3
801 5th Ave, Seattle, Private Equity
10.3
9.6
3.2
23.1
Avida Holding AB, Common Stock
38.3
9.1
4.9
52.3
Kilter Finance, Preferred Stock
0.2
34.4
1.5
36.1
1.3
1.2
Kilter Finance, Private Equity
0.2
0.3
0.5
KKR Rocket Loans Aggregator LLC, Partnership Interest
1.4
1.4
0.1
My Community Homes SFR PropCo 2, Private Equity
33.0
33.0
Prime St LLC, Private Equity
3.9
4.6
0.6
9.1
Prime St LLC, Structured Mezzanine
22.8
27.6
2.0
52.4
0.9
2.2
Toorak Capital Funding LLC, Membership Interest
6.6
1.3
(4.9
)
(1.3
)
1.7
Toorak Capital Partners, LLC, Private Equity
235.9
2.3
(50.2
)
10.2
1.1
199.3
18.7
Toorak Capital Partners LLC, Structured Mezzanine
73.0
(51.0
)
22.0
0.2
Credit Opportunities Partners JV, LLC
Credit Opportunities Partners JV, LLC
712.5
586.4
97.3
1,396.2
126.9
Equity/Other
Advanced Lighting Technologies Inc, Common Stock
(16.5
)
16.5
Advanced Lighting Technologies Inc, Warrant
(0.1
)
0.1
Amtek Global Technology Pte Ltd, Common Stock
Amtek Global Technology Pte Ltd, Ordinary Shares
Amtek Global Technology Pte Ltd, Trade Claim
(1.4
)
0.4
1.0
Amtek Global Technology Pte Ltd, Private Equity
ATX Networks Corp, Common Stock
Hilding Anders, Class A Common Stock
Hilding Anders, Class B Common Stock
Hilding Anders, Class C Common Stock
Hilding Anders, Equity Options
HM Dunn Co Inc, Preferred Stock, Series
A (4)
7.1
7.1
HM Dunn Co Inc, Preferred Stock, Series
B (4)
See notes to
consolidated financial statements.
96
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2021
(in millions, except share amounts)
Portfolio Company
Fair Value at
December 31,
2020
Gross
Additions (1)
Gross
Reductions (2)
Net Realized
Gain (Loss)
Net Change in
Unrealized
Appreciation
(Depreciation)
Fair Value at
December 31,
2021
Interest
Income (3)
PIK
Income (3)
Fee
Income (3)
Dividend
Income (3)
JW Aluminum Co, Common Stock (4)
$
$
$
$
$
$
$
$
$
$
JW Aluminum Co, Preferred Stock (4)
177.9
(55.3
)
122.6
0.4
20.9
One Call Care Management Inc, Common
Stock (4)
4.5
(2.2
)
(0.2
)
0.3
2.4
One Call Care Management Inc, Preferred Stock
A (4)
48.6
(23.7
)
(2.1
)
3.3
26.1
One Call Care Management Inc, Preferred Stock
B (4)
15.7
(8.8
)
1.1
1.2
9.2
0.8
Production Resource Group LLC, Preferred Stock, Series A PIK
18.1
(0.7
)
17.4
Production Resource Group LLC, Preferred Stock, Series B PIK
Sound United LLC, Class A Units
(1.1
)
1.1
Sound United LLC, Common Stock
29.3
48.2
77.5
20.0
Sound United LLC, Series I Units
(0.5
)
0.5
Sound United LLC, Series II Units
(0.5
)
0.5
Warren Resources Inc, Common Stock
12.8
7.6
20.4
Total
$
1,259.7
$
1,568.4
$
(252.0
)
$
(48.5
)
$
156.5
$
2,684.1
$
25.0
$
35.9
$
0.6
$
165.7
(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, 2021.
(4)
The Company held this investment as of December 31, 2020 but it was not deemed to be an control
of the portfolio company as of December 31, 2020. Transfers in or out have been presented at amortized cost.
See notes to
consolidated financial statements.
97
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)
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
Frontline Technologies Group LLC
(g)(h)(i)
Software & Services
L+575
1.0%
9/18/23
51.9
51.6
52.0
See notes to
consolidated financial statements.
98
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)
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
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
See notes to
consolidated financial statements.
99
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)
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
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
See notes to
consolidated financial statements.
100
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)
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
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
See notes to
consolidated financial statements.
101
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)
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
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
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
See notes to
consolidated financial statements.
102
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)
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
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
See notes to
consolidated financial statements.
103
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)
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 Partners, LLC23.0%
Strategic Credit Opportunities Partners, LLC
(g)(l)(z)
Diversified Financials
$
810.3
$
810.3
$
712.5
Total Strategic Credit Opportunities Partners, LLC
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
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
See notes to
consolidated financial statements.
104
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)
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 A - 2 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
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
See notes to
consolidated financial statements.
105
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)
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 A - 1 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 A - 2 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 E - 1
(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 INVESTMENTS - 219.0%
$
7,452.7
6,779.8
LIABILITIES IN EXCESS OF OTHER ASSETS(119.0%)
(3,683.8
)
NET ASSETS 100%
$
3,096.0
See notes to
consolidated financial statements.
106
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2020
(in millions, except share amounts)
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).
(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
See notes to
consolidated financial statements.
107
Table of Contents
FS KKR Capital Corp.
Consolidated Schedule of Investments (continued)
As of December 31, 2020
(in millions, except share amounts)
(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).
(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 as of 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
See notes to
consolidated financial statements.
108
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)
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
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 A - 2 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)
See notes to
consolidated financial statements.
109
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)
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.
(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 as of 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
See notes to
consolidated financial statements.
110
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)
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
Advanced Lighting Technologies Inc, Warrant
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
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
See notes to
consolidated financial statements.
111
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)
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.
112
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, 2021, 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, 2021. 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 June 16, 2021, or the investment advisory agreement. Prior to entering into the investment advisory agreement, the Company was a party to an investment advisory agreement, dated as of December 20, 2018, with the
Advisor, or the prior investment advisory agreement, which remained in effect until June 16, 2021.
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.
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.
On June 16, 2021, the Company completed its acquisition, or the 2021 Merger, of FS KKR Capital Corp. II, or FSKR, pursuant to that certain
Agreement and Plan of Merger, or the 2020 Merger Agreement, dated as of November 23, 2020, by and among the Company, FSKR, Rocky Merger Sub, Inc., a former wholly-owned subsidiary of the Company, or Merger Sub, and the Advisor. See Note 13 for
a discussion of the 2021 Merger.
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.
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)
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 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
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)
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.
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.
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
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)
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.
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.
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, 2021, 2020 and 2019, the Company recognized
$55, $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 the realized capital gains of Corporate Capital Trust, Inc., or CCT, (as
predecessor-by-merger to the Company), FSKR (as predecessor-by-merger to the Company) and
the Company (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, FSKR 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.
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)
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
17.5% 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 2.12%, or 8.48% annually, of net assets. Thereafter, the Advisor will be entitled to receive 17.5% of pre-incentive fee net investment income. See Note 4 for a discussion of the
subordinated incentive fee on income under the prior investment advisory agreement.
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 $12, $10 and $7 in estimated excise
taxes payable in respect of income received during the years ended December 31, 2021, 2020 and 2019, respectively. During the years ended December 31, 2021, 2020, and 2019, the Company paid $9, $7 and $9, 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, 2021, 2020 and 2019, 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, 2020 and 2019 have been reclassified to conform to the classifications used to prepare the consolidated financial statements for the year
ended December 31, 2021.
Recent Accounting Pronouncements: 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
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)
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.
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, 2021, 2020 and 2019:
Year Ended December 31,
2021
2020
2019
Shares
Amount
Shares
Amount
Shares (1)
Amount
Reinvestment of Distributions
$
$
$
Share Repurchase Program
(586,902
)
(12
)
(2,823,750
)
(47
)
(6,287,919
)
(153
)
Fractional Share Repurchase
(2,051
)
Issuance of Common Stock (2)
161,374,028
3,642
Net Proceeds from Share Transactions
160,787,126
$
3,630
(2,825,801
)
$
(47
)
(6,287,919
)
$
(153
)
(1)
The number of shares repurchased has been adjusted to reflect the Reverse Stock Split as discussed below.
(2)
Issuance of common stock for the 2021 Merger. Shares were issued at fair value of FSK common stock at the merger
date.
During the year ended December 31, 2021, the administrator for the Companys distribution reinvestment
plan, or DRP, purchased 1,321,614 shares of common stock in the open market at an average price per share of $21.08 (totaling $28) pursuant to the DRP, and distributed such shares to participants in the DRP. During the year ended December 31,
2020, the administrator for the 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 period
from January 1, 2022 to February 25, 2022, the administrator for the DRP purchased 595,933 shares of common stock in the open market at an average price per share of $21.68 (totaling $13) 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.
Acquisition of FSKR
In accordance with the terms of the 2020 Merger Agreement, at the time of the transactions contemplated by the 2020 Merger Agreement, each
outstanding share of FSKR common stock was converted into the right to receive 0.9498 shares of the Companys common stock. As a result, the Company issued an aggregate of approximately 161,374,028 shares of its common stock to former FSKR
stockholders.
September 2021 Share Repurchase Program
In November 2020, the Companys board of directors authorized a stock repurchase program, which went into effect in September 2021
following the consummation of the 2021 Merger. Under the program, the Company may repurchase up to $100 in the aggregate of its outstanding common stock in the open market at prices below the then-current net asset value per share. The timing,
manner, price and amount of any share repurchases was determined by the Company based upon the evaluation of economic and market conditions, the Companys stock price, applicable legal and regulatory requirements and other factors. The program
is expected to be in effect for one year from the effective date, unless extended, or until the aggregate repurchase amount that has been approved by the Companys board of directors has been expended, or the plan otherwise terminates pursuant
to its terms. The program does not require the Company to repurchase any specific number of shares and the Company cannot assure stockholders that any shares will be repurchased under the program. The program may be suspended, extended, modified or
discontinued at any time.
118
Table of Contents
FS KKR Capital Corp.
Notes to Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 3. Share Transactions (continued)
During the year ended December 31, 2021, the Company repurchased 586,902 shares of
common stock pursuant to the share repurchase program at an average price per share (inclusive of commissions paid) of $21.44 (totaling $12).
During the period from January 1, 2022 to February 24, 2022, the Company repurchased 268,457 shares of common stock pursuant to the share
repurchase program at an average price per share (inclusive of commissions paid) of $21.79 (totaling $6).
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 as the investment advisory agreement, except that the investment advisory agreement amended the prior
investment advisory agreement to (i) reduce the Companys income incentive fee rate from 20% to 17.5%; and (ii) remove the total return lookback provision applicable to the subordinated incentive fee on income from the prior
investment advisory agreement. Under the prior investment advisory agreement, the subordinated incentive fee on income was 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
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)
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
was being calculated. The definitions of per share pre-incentive fee return and per share incentive fees under the prior investment advisory agreement took 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 Companys acquisition of CCT was excluded. 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.
In
connection with the entry into the investment advisory agreement, the Advisor has agreed to waive income incentive fees in the amount of $15 per quarter for the first six full fiscal quarters of operations following the closing of the 2021 Merger,
commencing on July 1, 2021, for a total waiver of $90. In addition, the Advisor has agreed to exclude from the calculation of the subordinated incentive fee on income and the incentive fee on capital gains any changes to the fair value recorded
for the assets and liabilities of FSKR resulting solely from the new cost basis of the acquired FSKR investments determined in accordance with Accounting Standards Codification Topic 805-50, Business
CombinationsRelated Issues as a result of the 2021 Merger.
On April 9, 2018, the Company entered into an administration
agreement with the Advisor, or the 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.
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)
The following table describes the fees and expenses accrued under the investment advisory
agreement, the prior investment advisory agreement, and the administration agreement, as applicable, during the years ended December 31, 2021, 2020 and 2019:
Year Ended December 31,
Related Party
Source Agreement
Description
2021
2020
2019
The Advisor
Investment advisory agreement and prior investment advisory agreement
Base Management Fee (1)
$173
$106
$115
The Advisor
Investment advisory agreement and prior investment advisory agreement
Subordinated Incentive Fee on Income (2)
$47
$
$57
The Advisor
Administration agreement
Administrative Services Expenses (3)
$12
$7
$9
(1)
During the years ended December 31, 2021, 2020 and 2019, $162, $111, and $105, respectively, in base
management fees were paid to the Advisor. As of December 31, 2021, $60 in base management fees were payable to the Advisor.
(2)
The Advisor agreed, effective July 1, 2021, to waive up to $15 per quarter of the subordinated incentive
fee on income to which it is entitled to under the investment advisory agreement. During the year ended December 31, 2021, the amount shown is net of waivers of $30. During the years ended December 31, 2021, 2020 and 2019, $49, $0 and $71,
respectively, of subordinated incentive fees on income were paid to the Advisor. As of December 31, 2021, $19 in subordinated incentive fees on income were payable to the Advisor.
(3)
During the years ended December 31, 2021, 2020 and 2019, $10, $6 and $6, respectively, of administrative
services expenses related to the allocation of costs of administrative personnel for services rendered to the Company by the Advisor and the remainder related to other reimbursable expenses, including reimbursement of fees related to transactional
expenses for prospective investments, such as 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 $1.3 for the year ended
December 31, 2021. The Company paid $11, $8 and $7, respectively, in administrative services expenses to the Advisor during the years ended December 31, 2021, 2020 and 2019.
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. 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 its former investment adviser, including FS Energy and Power Fund and any
future BDCs that are advised by its former investment adviser 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
121
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)
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 September 2021 and December 2021, 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 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, 2021, 2020 and 2019:
Distribution
For the Year Ended December 31,
Per Share (1)
Amount
2019
$
3.04000
$
393
2020
$
2.56000
$
318
2021
$
2.47000
$
511
(1)
The amount of each per share distribution has been retroactively adjusted to reflect the Reverse Stock Split as
discussed above in Note 3.
On February 23, 2022, the Companys board of directors declared a regular quarterly cash
distribution of $0.63 per share, which will be paid on or about April 4, 2022 to stockholders of record as of the close of business on March 16, 2022. 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
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)
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.
The following table reflects the sources of the cash distributions on a tax basis that the Company has paid on its common stock during the
years ended December 31, 2021, 2020 and 2019:
Year Ended December 31,
2021
2020
2019
Source of Distribution
Distribution
Amount
Percentage
Distribution
Amount
Percentage
Distribution
Amount
Percentage
Offering proceeds
$
$
$
Borrowings
Net investment income (1)
511
100
%
318
100
%
393
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
$
511
100
%
$
318
100
%
$
393
100
%
(1)
During the years ended December 31, 2021, 2020 and 2019, 84.6%, 88.1% and 90.5%, respectively, of the
Companys gross investment income was attributable to cash income earned, 5.5%, 1.6% and 1.8%, respectively, was attributable to non-cash accretion of discount and 9.9%, 10.3% and 7.7%, 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, 2021, 2020 and 2019 was $557, $357 and $422,
respectively. As of December 31, 2021, 2020 and 2019, the Company had $284, $244 and $220, respectively, of undistributed net investment income and $1,705, $855 and $480, 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
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)
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, 2021, 2020 and 2019:
Year Ended December 31,
2021
2020
2019
GAAP-basis net investment income
$
584
$
331
$
410
Income subject to tax not recorded for GAAP
10
29
17
GAAP accretion from merger not recognized for tax
(47
)
Excise taxes
12
10
7
GAAP versus tax-basis impact of consolidation of certain
subsidiaries
12
11
4
Reclassification of unamortized original issue discount and prepayment fees
(37
)
(14
)
(22
)
Other miscellaneous differences
23
(10
)
6
Tax-basis net investment income
$
557
$
357
$
422
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, 2021, the Company decreased 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 $47 and $2,115, respectively, and increased capital in excess of par value by $2,162. 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.
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, 2021 and 2020, the
components of accumulated earnings on a tax basis were as follows:
Year Ended December 31,
2021
2020
Distributable ordinary income
$
284
$
244
Distributable realized gains (accumulated capital losses) (1)
(1,881
)
(855
)
Other temporary differences
(1
)
0
Net unrealized appreciation
(depreciation) (2)
(330
)
(159
)
Total
$
(1,928
)
$
(770
)
(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, 2021, the Company had capital loss carryforwards available to offset future realized capital gains of approximately $1,900. $85 of such losses were carried over from CCT due to the 2018 Merger, $1,212 were
carried over from FSKR due to the 2021 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, 2021 and 2020, the gross unrealized appreciation was $1,665 and $1,121, respectively. As
of December 31, 2021 and 2020, the gross unrealized depreciation was $1,995 and $1,280, respectively.
The aggregate
cost of the Companys investments for U.S. federal income tax purposes totaled $17,167 and $7,622 as of December 31, 2021 and 2020, respectively. The aggregate net unrealized appreciation (depreciation) on a tax basis was $(1,066)
124
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)
and $(842) as of December 31, 2021 and 2020, 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, 2021, the Company had a deferred tax liability of $4 resulting from unrealized appreciation on investments held by the Companys wholly-owned taxable subsidiaries and a deferred tax asset of $79 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, 2021, 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 $75. For the year ended December 31, 2021, the Company did not record a provision for taxes related
to wholly-owned taxable subsidiaries.
Note 6. Investment Portfolio
The following table summarizes the composition of the Companys investment portfolio at cost and fair value as of December 31, 2021
and 2020:
December 31, 2021
December 31, 2020
Amortized
Cost (1)
Fair
Value
Percentage
of Portfolio
Amortized
Cost (1)
Fair
Value
Percentage
of Portfolio
Senior Secured LoansFirst Lien
$
9,695
$
9,765
60.7
%
$
3,597
$
3,449
50.9
%
Senior Secured LoansSecond Lien
1,564
1,557
9.7
%
1,035
880
13.0
%
Other Senior Secured Debt
149
120
0.7
%
127
86
1.3
%
Subordinated Debt
188
111
0.7
%
243
171
2.5
%
Asset Based Finance
2,132
2,245
13.9
%
1,025
951
14.0
%
Credit Opportunities Partners JV, LLC
1,397
1,396
8.7
%
810
713
10.5
%
Equity/Other
932
907
5.6
%
616
530
7.8
%
Total
$
16,057
$
16,101
100.0
%
$
7,453
$
6,780
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, 2021, the Company held investments in seventeen
portfolio companies of which it is deemed to control. As of December 31, 2021, 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 (ac) and (ad) to the consolidated schedule of investments as of December 31, 2021.
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.
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, 2021, the Company had unfunded debt investments with aggregate unfunded commitments of $1,724.1, unfunded equity/other
commitments of $576.9 and unfunded commitments of $350.2 to Credit Opportunities Partners JV, LLC. As of December 31,
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)
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 to Credit
Opportunities Partners JV, 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, 2021 and 2020.
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, 2021 and 2020:
December 31, 2021
December 31, 2020
Industry Classification
Fair
Value
Percentage of
Portfolio
Fair
Value
Percentage of
Portfolio
Automobiles & Components
$
89
0.5
%
$
104
1.5
%
Banks
15
0.1
%
14
0.2
%
Capital Goods
2,281
14.2
%
799
11.8
%
Commercial & Professional Services
1,615
10.0
%
564
8.3
%
Consumer Durables & Apparel
551
3.4
%
385
5.7
%
Consumer Services
393
2.4
%
145
2.1
%
Credit Opportunities Partners JV, LLC
1,396
8.7
%
713
10.5
%
Diversified Financials
672
4.2
%
467
6.9
%
Energy
241
1.5
%
107
1.6
%
Food & Staples Retailing
296
1.8
%
221
3.3
%
Food, Beverage & Tobacco
256
1.6
%
106
1.6
%
Health Care Equipment & Services
1,613
10.0
%
604
8.9
%
Household & Personal Products
227
1.4
%
190
2.8
%
Insurance
898
5.6
%
208
3.1
%
Materials
211
1.3
%
147
2.2
%
Media & Entertainment
720
4.5
%
36
0.5
%
Pharmaceuticals, Biotechnology & Life Sciences
235
1.5
%
34
0.5
%
Real Estate
876
5.4
%
555
8.2
%
Retailing
288
1.8
%
344
5.1
%
Software & Services
2,698
16.8
%
770
11.3
%
Technology Hardware & Equipment
42
0.3
%
15
0.2
%
Telecommunication Services
128
0.8
%
71
1.0
%
Transportation
360
2.2
%
181
2.7
%
Total
$
16,101
100.0
%
$
6,780
100.0
%
Credit Opportunities Partners JV, LLC
Credit Opportunities Partners JV, LLC (formerly known as Strategic Credit Opportunities Partners, LLC), or COPJV, is a joint venture between
the Company and South Carolina Retirement Systems Group Trust, or SCRS. SCRS purchased its interests in COPJV 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 COPJV other than an increase in the aggregate capital commitment (but not the percentage of the aggregate capital committed by each member) to COPJV. Effective as of June 18, 2021, Credit
Opportunities Partners, LLC, or COP, merged with and into COPJV, with COPJV surviving the merger, or the COPJV Merger. As of June 18, 2021, COPJV assumed all of COPs obligations under its credit facilities, and COPs wholly- owned
special purpose financing subsidiaries became wholly-owned special purpose financing subsidiaries of COPJV, in each case, as a result of the consummation of the COPJV Merger. COPJVs second amended and restated limited liability company
agreement, or the COPJV Agreement, requires the Company and SCRS to provide capital to COPJV of up to $2,000 in the aggregate where the Company and SCRS would provide 87.5% and 12.5%, respectively, of the committed capital. Pursuant to the
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)
terms of the COPJV Agreement, the Company and SCRS each have 50% voting control of COPJV and are required to agree on all investment decisions as well as certain other significant actions for
COPJV. COPJV 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
COPJV, the Company performs certain day-to-day management responsibilities on behalf of COPJV and is entitled to a fee of 0.25% of COPJVs assets under
administration, calculated and payable quarterly in arrears. As of December 31, 2021, the Company and SCRS have funded approximately $1,599.8 to COPJV, of which $1,399.8 was from the Company.
Big Cedar Creek LLC, or Big Cedar Creek Funding, a wholly-owned subsidiary of COPJV, has a revolving credit facility with BNP Paribas, or as
amended, the Big Cedar Creek Funding Credit Facility, which provides for up to $300 of borrowings as of December 31, 2021. The Big Cedar Creek Funding Credit Facility provides 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 (subject to a 0% floor) plus a spread of 1.85% to 2.55% during the reinvestment period and 2.00% to 2.65% thereafter. Foreign currency loans bear
interest at the applicable floating rate (subject to a 0% floor) plus a spread of 1.85% to 2.55% during the reinvestment period and 2.00% to 2.65% thereafter. Big Cedar Creek Funding also pays a commitment fee of up to 1.00% on undrawn commitments.
The Big Cedar Creek Funding Credit Facility matures on March 11, 2025. As of December 31, 2021, total outstanding borrowings under the Big Cedar Creek Funding Credit Facility were $193.5. Borrowings under the Big Cedar Creek Funding Credit
Facility are secured by substantially all of the assets of Big Cedar Creek.
Boxwood Drive Funding LLC, or Boxwood Drive Funding, a
wholly-owned subsidiary of COPJV, has a revolving credit facility with BNP Paribas, or as amended, the Boxwood Drive Funding Credit Facility, which provides for up to $300 of borrowings as of December 31, 2021. 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 (subject to a 0% floor) plus a spread of 2.05% to 3.15% during
the reinvestment period and 2.50% to 3.25% thereafter. Foreign currency loans bear interest at the applicable floating rate (subject to 0% floor) plus the spread applicable to the specified currency. 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, 2021, total outstanding borrowings under the Boxwood Drive Funding Credit Facility were $207.8. Borrowings under
the Boxwood Drive Funding Credit Facility are secured by substantially all of the assets of Boxwood Drive Funding.
Chestnut Street Funding
LLC, or Chestnut Street Funding, a wholly-owned subsidiary of COPJV, 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,
2021. 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 LIBOR (subject to a 0% floor) plus 2.25%. Foreign
currency loans bear interest at the applicable floating rate (subject to a 0% floor) 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, 2021, total outstanding borrowings under the Chestnut Street Funding Credit Facility were $175.0. Borrowings under the Chestnut Street Funding Credit Facility are secured by substantially all of the
assets of Chestnut Street Funding.
Green Creek LLC, or Green Creek Funding, a wholly-owned subsidiary of COPJV, has a revolving credit
facility with Goldman Sachs Bank, or as amended, the Green Creek Funding Credit Facility, which provides for up to $400 of borrowings as of December 31, 2021. The Green Creek Credit Facility provides for loans in U.S. dollars, Canadian dollars,
Euros and pounds sterling. U.S. dollar loans bear interest at the rate of LIBOR (subject to a 0% floor) plus 2.25%. Foreign currency loans bear interest at the rate of the applicable floating rate (subject to a 0% floor) plus the spread applicable
to the specified currency. Green Creek Funding also pays a commitment fee of up to 2.25% on undrawn commitments. The Green Creek Funding Credit Facility matures on January 30, 2027. As of December 31, 2021, total outstanding borrowings
under the Green Creek Funding Credit Facility were $345.8. Borrowings under the Green Creek Funding Credit Facility are secured by substantially all of the assets of Green Creek Funding.
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)
On September 2, 2021, Jersey City Funding LLC, or Jersey City Funding, a wholly-owned
subsidiary of COPJV, prepaid all outstanding borrowings under, and terminated, its revolving credit facility with Goldman Sachs Bank.
On
March 31, 2021, COPJV sold in a private placement $300 of aggregate principal amount of unsecured notes, or the April COPJV Notes, to qualified institutional buyers in reliance on Section 4(a)(2) of the Securities Act. Interest of the
April COPJV Notes is payable quarterly on the 1st of each of January, April, July and October, at a fixed annual rate of 4.25%, commencing July 1, 2021. This interest rate is subject to increase up to 4.75% in the event that the April COPJV
Notes cease to be rated investment grade, and the April COPJV Notes will be subject to an additional 2.0% of default interest during the continuance of an event of default. The April COPJV Notes mature on April 1, 2026, unless redeemed,
purchased or prepaid prior to such date by COPJV in accordance with their terms.
On August 17, 2021, COPJV sold in a private
placement $225 of aggregate principal amount of Series B senior unsecured notes, or the August COPJV Notes and together with the April COPJV Notes, the COPJV Notes, to qualified institutional buyers in reliance on Section 4(a)(2) of the
Securities Act. Interest of the August COPJV Notes is payable semi-annually on the 17th of each of February and August, at a fixed annual rate of 3.62%, commencing February 17, 2022. This interest rate is subject to increase up to 4.12% in the
event that the COPJV Notes cease to be rated investment grade, and the August COPJV Notes will be subject to an additional 2.0% of default interest during the continuance of an event of default. The August COPJV Notes mature on August 17, 2026,
unless redeemed, purchased or prepaid prior to such date by COPJV in accordance with their terms.
The COPJV Notes are general unsecured
obligations that rank pari passu with all outstanding and future unsecured and unsubordinated indebtedness that COPJV may issue. COPJV used the net proceeds from the COPJV Notes for general corporate purposes, including to make investments,
repay existing debt and make permitted distributions.
During the year ended December 31, 2021, the Company sold investments with a
cost of $1,570.6 for proceeds of $1,620.8 to COPJV and recognized a net realized gain (loss) of $50.2 in connection with the transactions. As of December 31, 2021, $560.3 of these sales to COPJV are included in receivable for investments sold
in the consolidated statements of assets and liabilities.
As of December 31, 2021 and December 31, 2020, COPJV had total
investments with a fair value of $3,260.0 and $1,544.3, respectively. As of December 31, 2021 and December 31, 2020, COPJV had zero and two investments on non-accrual status, respectively.
Below is a summary of COPJVs portfolio, followed by a listing of the individual loans in COPJVs portfolio as of December 31,
2021 and 2020:
As of
December 31,
2021
December 31,
2020
Total debt investments (1)
$
2,954.2
$
1,436.3
Weighted average current interest rate on debt investments (2)
8.1
%
8.6
%
Number of portfolio companies in COPJV
95
66
Largest investment in a single portfolio
company (1)
$
131.5
$
72.6
Unfunded commitments (1)
$
1.9
$
21.6
(1)
Debt Investments means investments that pay or are expected to pay a stated interest rate, stated
dividend rate or other similar stated return.
(2)
The Weighted Average Annual Yield on Accruing Debt Investments is computed as (i) the sum of (a) the
stated annual interest rate, dividend rate or other similar stated return of each accruing Debt Investment, multiplied by its par amount, adjusted to U.S. dollars and for any partial income accrual when necessary, as of the end of the applicable
reporting period, plus (b) the annual amortization of the purchase or original issue discount or premium of each accruing Debt Investment; divided by (ii) the total amortized cost of Debt Investments included in the calculated group as of
the end of the applicable reporting period.
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)
Credit Opportunities Partners JV, LLC Portfolio
As of December 31, 2021 (in millions)
Company (a)
Footnotes
Industry
Interest Rate (b)
Base
Rate
Floor
Maturity
Date
No.
Shares/
Principal
Amount (c)
Cost
Fair
Value (d)
Senior Secured LoansFirst Lien135.2%
ABB CONCISE Optical Group LLC
(j)(k)
Retailing
L+500
1.0%
6/15/23
$
16.2
$
14.5
$
15.7
Accuride Corp
(i)(j)
Capital Goods
L+525
1.0%
11/17/23
21.0
20.3
20.3
Advania Sverige AB
(e)
Software & Services
SR+610, 0.0%
PIK (3.3%
Max PIK)
0.0%
4/28/28
SEK
588.0
66.4
64.3
Advania Sverige AB
(e)
Software & Services
R+610, 0.0%
PIK (3.3%
Max PIK)
0.0%
4/28/28
ISK
1,644.9
12.8
12.5
Affordable Care Inc
(e)(h)(i)
Health Care Equipment & Services
L+550, 0.0%
PIK (1.3%
Max PIK)
0.8%
8/2/28
$
55.9
55.6
55.6
Alera Group Intermediate Holdings Inc
(e)(k)
Insurance
L+550
0.8%
10/2/28
20.2
20.0
20.0
Alstom SA
(k)
Transportation
L+550, 2.5%
PIK (2.5%
Max PIK)
1.0%
8/29/23
6.1
5.3
5.0
Ammeraal Beltech Holding BV
(h)(k)
Capital Goods
E+350
0.0%
7/30/25
4.8
4.7
5.4
Apex Group Limited
(h)
Diversified Financials
L+375
0.5%
7/27/28
$
4.2
4.2
4.2
Apex Group Limited
(h)
Diversified Financials
E+400
0.0%
7/27/28
1.6
1.9
1.8
Arcos LLC/VA
(e)(h)(j)
Software & Services
L+575
1.0%
3/31/28
$
22.4
22.2
22.3
Ardonagh Group Ltd
(e)(i)
Insurance
L+675
0.8%
7/14/26
£
3.8
4.7
5.2
Ardonagh Group Ltd
(e)(i)
Insurance
E+675
1.0%
7/14/26
0.5
0.5
0.6
Ardonagh Group Ltd
(e)(j)(k)
Insurance
L+550
0.8%
7/14/26
$
40.7
40.3
40.3
Arrotex Australia Group Pty Ltd
(e)(j)(k)(n)
Pharmaceuticals, Biotechnology & Life Sciences
B+525
1.0%
7/10/24
A$
109.4
73.6
79.7
Arrotex Australia Group Pty Ltd
(e)(j)(k)(n)
Pharmaceuticals, Biotechnology & Life Sciences
B+525
1.0%
7/10/24
8.0
5.7
5.8
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 (d)
Barbri Inc
(e)(h)(i)
Consumer Services
L+575
0.8%
4/28/28
$
47.7
$
47.7
$
47.7
BearCom Acquisition Corp
(e)(j)
Technology Hardware & Equipment
L+600
1.0%
7/5/24
2.2
2.2
2.1
BearCom Acquisition Corp
(e)(j)
Technology Hardware & Equipment
C+550
1.0%
7/5/24
C$
14.4
10.5
11.0
BearCom Acquisition Corp
(e)(f)
Technology Hardware & Equipment
C+550
1.0%
1/5/24
1.3
1.0
1.0
Belk Inc
Retailing
L+750
1.0%
7/31/25
$
0.6
0.6
0.6
Belk Inc
Retailing
5.0%, 8.0%
PIK (8.0%
Max PIK)
7/31/25
2.9
1.5
2.1
BGB Group LLC
(e)(h)(i)
Media & Entertainment
L+575
1.0%
8/16/27
48.5
48.2
48.3
Big Bus Tours Ltd
(e)(j)
Consumer Services
L+850 PIK
(L+850 Max
PIK)
1.0%
3/15/24
16.4
16.4
10.3
Big Bus Tours Ltd
(e)(j)
Consumer Services
E+850 PIK
(E+850 Max
PIK)
1.0%
3/15/24
11.5
12.9
8.3
Bugaboo International BV
(e)(h)(i)(n)
Consumer Durables & Apparel
E+700, 0.0%
PIK (7.8%
Max PIK)
0.0%
3/20/25
35.0
40.8
39.8
Caprock Midstream LLC
(i)
Energy
L+475
0.0%
11/3/25
$
13.3
13.0
13.2
CSafe Global
(e)(h)(i)(k)
Capital Goods
L+625
0.8%
12/23/27
60.0
59.9
60.0
CSafe Global
(e)(h)
Capital Goods
L+625
0.8%
8/13/28
17.5
17.5
17.5
Cubic Corp
(i)
Software & Services
L+425
0.8%
5/25/28
9.2
9.2
9.2
Eagleclaw Midstream Ventures LLC
(k)
Energy
L+425
1.0%
6/24/24
11.1
10.6
11.1
EIF Van Hook Holdings LLC
(i)(k)
Energy
L+525
0.0%
9/5/24
8.1
7.8
7.8
Entertainment Benefits Group LLC
(e)(k)
Media & Entertainment
L+575, 2.5%
PIK (2.5%
Max PIK)
1.0%
9/30/25
2.6
2.6
2.5
Follett Software Co
(e)(h)(i)
Software & Services
L+575
0.8%
8/31/28
37.9
37.5
37.7
Frontline Technologies Group LLC
(e)(i)
Software & Services
L+525
1.0%
9/18/23
19.7
19.8
19.7
Galway Partners Holdings LLC
(e)(k)
Insurance
L+525, 0.0%
PIK (1.3%
Max PIK)
0.8%
9/29/28
20.3
20.0
20.0
General Datatech LP
(e)(j)
Software & Services
L+625
1.0%
6/18/27
10.2
10.0
10.0
Greystone Equity Member Corp
(e)
Diversified Financials
L+725
3.8%
4/1/26
30.2
30.0
29.9
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 (d)
HealthChannels LLC
(j)
Health Care Equipment & Services
L+450
0.0%
4/3/25
$
15.6
$
15.5
$
14.3
Hermes UK Ltd
(e)
Transportation
SA+650
0.0%
11/30/27
£
14.7
19.5
19.3
Higginbotham Insurance Agency Inc
(e)(h)(i)
Insurance
L+550
0.8%
11/25/26
$
38.0
38.4
38.8
Industria Chimica Emiliana Srl
(e)(j)(k)(n)
Pharmaceuticals, Biotechnology & Life Sciences
E+725
0.0%
9/27/26
113.9
125.0
133.3
Insight Global LLC
(e)(h)(i)
Commercial & Professional Services
L+600
0.8%
9/22/28
$
37.9
37.5
37.4
KBP Investments LLC
(e)(h)(i)
Food & Staples Retailing
L+500
0.8%
5/26/27
23.7
23.6
23.5
Kellermeyer Bergensons Services LLC
(e)(i)(j)
Commercial & Professional Services
L+575
1.0%
11/7/26
29.5
28.1
29.6
Kettle Cuisine LLC
(j)
Food, Beverage & Tobacco
L+375
1.0%
8/25/25
16.4
16.4
15.6
Lakeview Farms Inc
(e)(j)
Food, Beverage & Tobacco
L+625
1.0%
6/10/27
15.7
15.6
15.6
Lexitas Inc
(e)(h)
Commercial & Professional Services
L+600
1.0%
11/14/25
8.0
7.9
8.1
Lexitas Inc
(e)(h)
Commercial & Professional Services
L+600
1.0%
11/14/25
10.7
10.7
10.8
Lionbridge Technologies Inc
(e)(i)(j)
Consumer Services
L+700
1.0%
12/29/25
28.3
27.7
28.9
Lipari Foods LLC
(e)(k)
Food & Staples Retailing
L+575
1.0%
1/6/25
65.3
65.2
65.4
Lloyds Register Quality Assurance Ltd
(e)(i)(k)
Consumer Services
E+600, 0.0%
PIK (6.3%
Max PIK)
0.0%
12/2/28
44.3
48.6
48.9
Monitronics International Inc
(h)(i)(k)
Commercial & Professional Services
L+500
1.5%
7/3/24
$
35.5
32.9
35.6
Motion Recruitment Partners LLC
(e)(h)(j)
Commercial & Professional Services
L+650
1.0%
12/22/25
25.0
24.7
24.7
New Era Technology Inc
(e)(j)
Software & Services
L+625
1.0%
10/31/26
10.0
10.0
10.0
One Call Care Management Inc
(h)
Health Care Equipment & Services
L+550
0.8%
4/22/27
5.0
5.0
5.0
Ontic Engineering & Manufacturing Inc
(h)
Capital Goods
L+400
0.0%
10/30/26
2.1
1.9
2.1
Parata Systems
(e)(h)(i)
Health Care Equipment & Services
L+575
1.0%
6/30/27
57.9
57.7
58.0
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 (d)
Precision Global Corp
(e)(j)
Materials
L+475
1.0%
8/3/24
$
9.0
$
8.7
$
8.7
Premium Credit Ltd
(e)(h)(i)
Diversified Financials
L+650
0.0%
1/16/26
£
49.4
63.9
67.0
Pretium Packaging LLC
(j)
Household & Personal Products
L+400
0.5%
10/2/28
$
1.6
1.6
1.6
Project Marron
(e)(h)(j)
Consumer Services
B+625
0.0%
7/2/25
A$
63.6
43.9
43.6
Project Marron
(e)(i)(j)
Consumer Services
C+625
0.0%
7/2/25
C$
52.5
39.9
39.1
Project Marron
(e)(h)
Consumer Services
B+575
0.0%
7/2/25
A$
3.2
2.3
2.2
Pure Fishing Inc
(i)
Consumer Durables & Apparel
L+450
0.0%
12/22/25
$
9.9
9.8
9.6
Qdoba Restaurant Corp
(h)(k)
Consumer Services
L+700
1.0%
3/21/25
3.5
3.3
3.4
Reliant Rehab Hospital Cincinnati LLC
(e)(j)
Health Care Equipment & Services
L+625
0.0%
2/28/26
15.6
15.2
15.3
Revere Superior Holdings Inc
(e)(k)
Software & Services
L+575
1.0%
9/30/26
19.8
19.8
19.9
Rise Baking Company
(e)(k)
Food, Beverage & Tobacco
L+625
1.0%
8/13/27
1.0
1.0
1.0
Rise Baking Company
(e)(j)(k)
Food, Beverage & Tobacco
L+625
1.0%
8/13/27
30.7
30.0
30.1
Rise Baking Company
(e)(f)
Food, Beverage & Tobacco
L+625
1.0%
8/13/27
0.9
0.9
0.9
RSC Insurance Brokerage Inc
(e)(k)
Insurance
L+550
0.8%
10/30/26
19.0
19.0
19.2
Safe-Guard Products International LLC
(e)(i)(j)(k)
Diversified Financials
L+500
0.5%
1/27/27
75.5
76.0
75.5
SAMBA Safety Inc
(e)(h)(j)
Software & Services
L+575
1.0%
9/1/27
27.4
27.1
27.2
SavATree LLC
(e)(j)(k)
Consumer Services
L+550
0.8%
10/12/28
40.0
39.7
39.7
Sequa Corp
(h)(j)(k)
Capital Goods
L+675, 0.0%
PIK (1.0%
Max PIK)
1.0%
11/28/23
45.4
43.9
45.8
SIRVA Worldwide Inc
(i)
Commercial & Professional Services
L+550
0.0%
8/4/25
7.1
6.7
6.4
Staples Canada
(e)(h)(i)(j)(k)(n)
Retailing
C+700
1.0%
9/12/24
C$
87.0
67.1
70.8
Summit Interconnect Inc
(e)(j)
Capital Goods
L+600
1.0%
9/22/28
$
10.1
10.0
10.0
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 (d)
Time Manufacturing Co
(e)(h)(i)
Capital Goods
E+650
0.8%
12/1/27
29.5
$
32.7
$
32.9
Total Safety US Inc
(h)(i)
Capital Goods
L+600
1.0%
8/18/25
$
11.8
10.4
11.7
Transaction Services Group Ltd
(e)(j)(k)(n)
Software & Services
B+650
0.0%
10/15/26
A$
162.0
110.9
115.2
West Corp
(i)
Software & Services
L+400
1.0%
10/10/24
$
12.4
12.2
11.8
West Corp
(i)
Software & Services
L+350
1.0%
10/10/24
2.6
2.5
2.4
Woolpert Inc
(e)(h)(i)(j)
Capital Goods
L+600
1.0%
4/5/28
53.5
53.0
54.3
Yak Access LLC
(n)
Capital Goods
L+500
0.0%
7/11/25
0.8
0.6
0.7
Total Senior Secured LoansFirst Lien
2,136.4
2,159.4
Unfunded Loan Commitments
(1.9
)
(1.9
)
Net Senior Secured LoansFirst Lien
2,134.5
2,157.5
Senior Secured LoansSecond Lien31.5%
Access CIG LLC
(h)(i)
Commercial & Professional Services
L+775
0.0%
2/27/26
2.5
2.2
2.5
Ammeraal Beltech Holding BV
(e)(k)(n)
Capital Goods
L+775
0.0%
9/12/26
81.5
79.8
80.3
Apex Group Limited
(e)(h)(i)
Diversified Financials
L+675
0.5%
7/27/29
32.0
31.7
32.0
EaglePicher Technologies LLC
(h)
Capital Goods
L+725
0.0%
3/8/26
0.4
0.4
0.4
Excelitas Technologies Corp
(h)(i)(j)
Technology Hardware & Equipment
L+750
1.0%
12/1/25
22.6
19.7
22.7
Misys Ltd
(h)(i)(k)
Software & Services
L+725
1.0%
6/13/25
41.2
38.8
41.2
NEP Broadcasting LLC
(i)
Media & Entertainment
L+700
0.0%
10/19/26
6.8
6.7
6.7
OEConnection LLC
(e)(h)(i)(j)
Software & Services
L+825
0.0%
9/25/27
50.0
50.0
49.1
Paradigm Acquisition Corp
(h)(k)
Health Care Equipment & Services
L+750
0.0%
10/26/26
2.5
2.5
2.5
Pretium Packaging LLC
(e)(h)(i)(j)
Household & Personal Products
L+675
0.5%
10/1/29
39.9
39.7
39.5
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)
Company (a)
Footnotes
Industry
Interest Rate (b)
Base
Rate
Floor
Maturity
Date
No.
Shares/
Principal
Amount (c)
Cost
Fair
Value (d)
Pure Fishing Inc
(e)(k)
Consumer Durables & Apparel
L+838
1.0%
12/21/26
$
46.8
$
42.0
$
44.5
Sequa Corp
(i)(k)
Capital Goods
L+1,075, 0.0%
PIK (6.8%
Max PIK)
1.0%
4/28/24
39.1
33.9
39.1
SIRVA Worldwide Inc
(j)
Commercial & Professional Services
L+950
0.0%
8/3/26
3.8
3.1
3.3
Watchfire Enterprises Inc
(e)(j)
Technology Hardware & Equipment
L+825
1.0%
10/2/24
9.3
9.3
9.3
Wittur Holding GmbH
(e)(j)(k)(n)
Capital Goods
E+850, 0.5%
PIK (0.5%
Max PIK)
0.0%
9/23/27
120.5
131.5
129.3
Total Senior Secured LoansSecond Lien
491.3
502.4
Other Senior Secured Debt1.5%
One Call Care Management Inc
(e)
Health Care Equipment & Services
8.5% PIK
(8.5% Max
PIK)
11/1/28
$
23.5
22.9
23.5
Total Other Senior Secured Debt
22.9
23.5
Asset Based Finance31.0%
Abacus JV, Private Equity
(e)
Insurance
31,916,927
32.7
34.2
Altavair AirFinance, Private Equity
(e)
Capital Goods
36,500,000
43.0
44.1
GA Capital Specialty Lending Fund, Limited Partnership Interest
(e)(n)
Diversified Financials
1
4.5
Global Lending Services LLC, Private Equity
(e)(n)
Diversified Financials
3,653,142
3.7
4.6
Home Partners JV, Common Stock
(e)(o)
Real Estate
15,249,687
22.9
37.6
Home Partners JV, Structured Mezzanine
(e)
Real Estate
11.0% PIK
(11.0% Max
PIK)
3/25/29
$
38.4
38.4
38.4
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 (d)
KKR Zeno Aggregator LP (K2 Aviation), Partnership Interest
(e)(n)(o)
Capital Goods
$
19,642,734
$
24.4
$
15.9
Lenovo Group Ltd, Structured Mezzanine
(e)(n)
Technology Hardware & Equipment
7.8%
9/22/24
6.9
8.1
7.9
Lenovo Group Ltd, Structured Mezzanine
(e)(n)
Technology Hardware & Equipment
7.8%
9/22/24
$
10.7
10.7
10.7
Lenovo Group Ltd, Structured Mezzanine
(e)(n)
Technology Hardware & Equipment
11.8%
9/22/24
4.8
5.6
5.4
Lenovo Group Ltd, Structured Mezzanine
(e)(n)
Technology Hardware & Equipment
11.8%
9/22/24
£
1.3
1.8
1.7
Lenovo Group Ltd, Structured Mezzanine
(e)(n)
Technology Hardware & Equipment
7.8%
9/22/24
£
1.9
2.6
2.5
Lenovo Group Ltd, Structured Mezzanine
(e)(n)
Technology Hardware & Equipment
11.8%
9/22/24
$
7.4
7.4
7.4
Luxembourg Life Fund - Absolute Return Fund I, 1L Term Loan
(e)(h)(n)
Insurance
L+750
1.5%
2/27/25
$
26.8
26.9
27.1
Luxembourg Life Fund - Absolute Return Fund III, Term Loan
(e)(h)(k)(n)
Insurance
L+925
0.0%
5/27/26
$
57.5
57.0
57.0
Luxembourg Life Fund - Long Term Growth Fund, Term Loan
(e)(h)(i)(k)(n)
Insurance
L+925
0.0%
4/1/23
$
94.6
94.1
94.5
NewStar Clarendon 2014-1A Class D
(e)(k)(n)
Diversified Financials
18.3%
1/25/27
$
30.0
9.3
15.3
Pretium Partners LLC P1, Structured Mezzanine
(e)(h)(i)
Real Estate
2.8%, 5.3%
PIK (5.3%
Max PIK)
10/22/26
$
18.9
18.6
19.1
Sealane Trade Finance
(e)(m)
Banks
L+375
0.0%
5/8/23
$
5.0
5.0
5.0
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 (d)
Sealane Trade Finance
(e)(m)
Banks
L+963
0.0%
5/8/23
$
11.2
$
11.2
$
11.2
Toorak Capital Partners LLC, Private Equity
(e)
Real Estate
40,000,000
50.2
50.4
Total Asset Based Finance
473.6
494.5
Equity/Other5.1%
Ascent Resources Utica Holdings LLC / ARU Finance Corp, Common Stock
(e)(l)(o)
Energy
13,556
3.6
3.1
Ascent Resources Utica Holdings LLC / ARU Finance Corp, Trade Claim
(e)(l)(o)
Energy
115,178,571
30.5
26.4
Belk Inc, Common Stock
(e)(o)
Retailing
381
One Call Care Management Inc, Common Stock
(e)(o)
Health Care Equipment & Services
34,873
2.2
2.4
One Call Care Management Inc, Preferred Stock A
(e)(o)
Health Care Equipment & Services
371,993
23.7
26.1
One Call Care Management Inc, Preferred Stock B
(e)
Health Care Equipment & Services
9.0% PIK
(9.0% Max
PIK)
10/25/29
7,672,346
8.8
9.2
Zeta Interactive Holdings Corp, Common Stock
(k)(o)
Software & Services
1,766,696
15.1
14.9
Total Equity/Other
83.9
82.1
TOTAL INVESTMENTS204.3%
$
3,206.2
$
3,260.0
Derivative Instruments
(0.4)%
Foreign currency forward contracts
$
(6.7
)
(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, 2021, the three-month London Interbank Offered Rate, or LIBOR or L, was 0.21%, the Euro Interbank Offered Rate, or EURIBOR, was (0.57)%, Canadian Dollar
Offer Rate, or CDOR was 0.52%, the Bank Bill Swap Bid Rate, or BBSY was
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)
0.12%, the Reykjavik Interbank Offered Rate, or REIBOR, was 2.65%, the Stockholm Interbank Offered Rate, or STIBOR, was (0.05)%, the Sterling Overnight Index Average, or SONIA, was 0.19%, 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)
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 Big Cedar Creek LLC and is pledged as collateral supporting the amounts
outstanding under the revolving credit facility with BNP Paribas.
(i)
Security or portion thereof held within Boxwood Drive Funding and is pledged as collateral supporting the
amounts outstanding under the revolving credit facility with BNP Paribas
(j)
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.
(k)
Security or portion thereof held within Green Creek LLC and is pledged as collateral supporting the amounts
outstanding under the revolving credit facility with Goldman Sachs Bank.
(l)
Security or portion thereof held within IC II American Energy Investment, Inc., a wholly-owned subsidiary of the
company.
(m)
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.
(n)
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.
(o)
Security is non-income producing.
Credit Opportunities Partners JV, 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 (d)
Senior Secured LoansFirst Lien124.6%
A10 Capital LLC
(e)(h)(i)
Diversified Financials
L+650
1.0%
5/1/23
$
17.5
$
17.3
$
17.3
ABB CONCISE Optical Group LLC
(i)
Retailing
L+500
1.0%
6/15/23
12.1
10.0
11.0
Apex Group Limited
(e)(h)
Diversified Financials
L+700
1.3%
6/15/23
0.7
0.6
0.7
Apex Group Limited
(e)(f)
Diversified Financials
L+700
1.3%
6/15/23
1.4
1.3
1.4
Apex Group Limited
(e)(h)(i)
Diversified Financials
L+700
1.3%
6/16/25
67.4
67.2
68.1
Ardonagh Group Ltd
(e)(k)
Insurance
E+750, 0.0%
PIK (2.3% Max
PIK)
1.0%
7/14/26
0.5
0.5
0.6
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 (d)
Ardonagh Group Ltd
(e)(k)
Insurance
L+750,
0.0% PIK
(2.3% Max
PIK)
0.8%
7/14/26
£
3.7
$
4.6
$
5.2
Arrotex Australia Group Pty Ltd
(e)(h)(i)
Pharmaceuticals, Biotechnology & Life Sciences
B+525
1.0%
7/10/24
A$
68.9
46.0
53.6
Arrotex Australia Group Pty Ltd
(e)(f)
Pharmaceuticals, Biotechnology & Life Sciences
B+525
1.0%
7/10/24
4.9
3.8
3.8
BearCom Acquisition Corp
(e)(f)
Technology Hardware & Equipment
C+550
1.0%
1/5/24
C$
1.3
1.0
1.0
BearCom Acquisition Corp
(e)(i)
Technology Hardware & Equipment
L+550
1.0%
7/5/24
$
2.2
2.2
2.2
BearCom Acquisition Corp
(e)(i)
Technology Hardware & Equipment
C+550
1.0%
7/5/24
C$
14.5
10.5
11.1
Belk Inc
(g)(l)
Retailing
L+675
1.0%
7/31/25
$
3.8
3.4
1.4
Big Bus Tours Ltd
(e)(i)
Consumer Services
E+850 PIK
(E+850
Max PIK)
1.0%
3/18/24
10.5
11.7
8.7
Big Bus Tours Ltd
(e)(i)
Consumer Services
L+850 PIK
(L+850
Max PIK)
1.0%
3/18/24
$
14.9
14.9
10.1
Bugaboo International BV
(e)(h)
Consumer Durables & Apparel
E+775 PIK
(E+775
Max PIK)
0.0%
3/20/25
35.0
40.6
42.7
Cambium Learning Group Inc
(i)(k)
Consumer Services
L+450
0.0%
12/18/25
$
45.1
43.4
44.9
Catapult Learning LLC
(e)(i)
Consumer Services
L+475
1.0%
4/24/23
2.1
2.1
2.1
Catapult Learning LLC
(e)(f)
Consumer Services
L+475
1.0%
4/24/23
2.3
2.4
2.3
Catapult Learning LLC
(e)(i)(k)
Consumer Services
L+635
1.0%
4/24/23
39.1
38.7
38.7
Catapult Learning LLC
(e)(f)
Consumer Services
L+635
1.0%
4/24/23
1.2
1.2
1.1
Catapult Learning LLC
(e)(h)(i)
Consumer Services
L+635
1.0%
4/24/23
14.9
14.7
14.7
Catapult Learning LLC
(e)(f)
Consumer Services
L+635
1.0%
4/24/23
0.4
0.4
0.4
Child Development Schools Inc
(e)(i)
Consumer Services
L+425
1.0%
5/21/23
9.3
9.3
9.2
Child Development Schools Inc
(e)(f)
Consumer Services
L+425
5/21/23
2.5
2.5
2.5
CSM Bakery Products
(h)
Food, Beverage & Tobacco
L+625
1.0%
1/4/22
1.3
1.2
1.3
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 (d)
Diamond Resorts International Inc
(h)
Consumer Services
L+375
1.0%
9/2/23
$
5.7
$
5.6
$
5.5
Eacom Timber Corp
(e)(h)(i)(k)
Materials
L+650
1.0%
11/20/23
59.2
59.2
59.2
Frontline Technologies Group LLC
(e)
Software & Services
L+575
1.0%
9/18/23
19.9
20.0
20.0
HealthChannels LLC
(i)
Health Care Equipment & Services
L+450
0.0%
4/3/25
24.3
24.1
23.3
Huws Gray Ltd
(e)(h)
Materials
L+525
0.5%
4/11/25
£
21.7
28.7
29.3
Huws Gray Ltd
(e)(f)
Materials
L+525
0.5%
4/11/25
6.7
8.9
8.9
ID Verde
(e)(h)
Commercial & Professional Services
E+500, 2.3%
PIK (2.3%
Max PIK)
0.0%
3/29/24
3.1
3.7
3.8
ID Verde
(e)(h)
Commercial & Professional Services
L+525, 2.3%
PIK (2.3%
Max PIK)
0.0%
3/29/24
£
1.3
1.7
1.8
ID Verde
(e)(h)
Commercial & Professional Services
E+500, 2.3%
PIK (2.3%
Max PIK)
0.0%
3/29/25
16.3
19.1
19.9
ID Verde
(e)(h)
Commercial & Professional Services
L+525, 2.3%
PIK (2.3%
Max PIK)
0.0%
3/29/25
£
6.0
7.9
8.1
Industria Chimica Emiliana Srl
(e)(h)(i)
Pharmaceuticals, Biotechnology & Life Sciences
E+725
0.0%
6/30/26
62.5
68.6
77.3
Kellermeyer Bergensons Services LLC
(e)(i)(k)
Commercial & Professional Services
L+650
1.0%
11/7/26
$
29.8
28.2
30.1
Kettle Cuisine LLC
(i)
Food, Beverage & Tobacco
L+375
1.0%
8/25/25
16.6
16.5
14.2
Koosharem LLC
(k)
Commercial & Professional Services
L+450
1.0%
4/18/25
17.1
17.0
16.8
Lionbridge Technologies Inc
(e)(i)(k)
Consumer Services
L+625
1.0%
12/29/25
29.8
29.0
29.8
MedAssets Inc
(h)
Health Care Equipment & Services
L+450
1.0%
10/20/22
6.8
6.8
6.8
Parts Town LLC
(e)(h)
Retailing
L+550
1.0%
10/15/25
24.8
24.6
23.8
Precision Global Corp
(e)(i)
Materials
L+475
1.0%
8/3/24
9.1
8.7
8.3
Premium Credit Ltd
(e)(k)
Diversified Financials
L+650
0.0%
1/16/26
£
10.6
13.0
14.3
Project Marron
(e)(i)
Consumer Services
C+575
0.0%
7/2/25
C$
23.8
18.0
17.5
Project Marron
(e)(i)
Consumer Services
B+575
0.0%
7/3/25
A$
28.8
19.5
20.5
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)
Company (a)
Footnotes
Industry
Interest Rate (b)
Base
Rate
Floor
Maturity
Date
No.
Shares/
Principal
Amount (c)
Cost
Fair
Value (d)
Qdoba Restaurant Corp
(h)
Consumer Services
L+700
1.0%
3/21/25
$
1.6
$
1.4
$
1.5
Reliant Rehab Hospital Cincinnati LLC
(e)
Health Care Equipment & Services
L+675
0.0%
9/2/24
19.9
19.2
19.2
Roadrunner Intermediate Acquisition Co LLC
(e)(i)(k)
Health Care Equipment & Services
L+675
1.0%
3/15/23
19.9
19.7
19.9
Safe-Guard Products International LLC
(e)(i)
Diversified Financials
L+575
0.0%
1/27/27
20.5
20.4
20.4
Sequa Corp
(i)
Capital Goods
L+675, 0.0%
PIK (1.0%
Max PIK)
1.0%
11/28/23
12.2
11.6
12.3
Smart & Final Stores LLC
(k)
Food & Staples Retailing
L+675
0.0%
6/20/25
18.5
17.1
18.7
Staples Canada
(e)(h)
Retailing
C+700
1.0%
9/12/24
C$
43.6
32.9
34.6
Technimark LLC
(i)
Materials
L+375
0.0%
8/8/25
$
18.4
18.3
18.2
Total Safety US Inc
(k)
Capital Goods
L+600
1.0%
8/16/25
3.9
3.2
3.7
Transaction Services Group Ltd
(e)(h)(i)
Software & Services
B+600
0.0%
10/15/26
A$
99.5
68.6
71.2
Virgin Pulse Inc
(e)
Software & Services
L+650
1.0%
5/22/25
$
19.9
19.9
19.9
Yak Access LLC
(h)
Capital Goods
L+500
0.0%
7/11/25
0.8
0.6
0.7
Total Senior Secured LoansFirst Lien
1,013.2
1,035.6
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%
2/27/26
0.6
0.5
0.6
Ammeraal Beltech Holding BV
(e)(h)
Capital Goods
L+800
1.0%
9/12/26
40.7
40.0
39.2
BCA Marketplace PLC
(e)(h)
Retailing
L+825
0.0%
11/22/27
£
47.7
62.4
64.0
Excelitas Technologies Corp
(k)
Technology Hardware & Equipment
L+750
1.0%
12/1/25
$
8.4
6.6
8.5
140
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 (d)
Misys Ltd
(k)
Software & Services
L+725
1.0%
6/13/25
$
6.2
$
4.9
$
6.2
Resource Label Group LLC
(e)(i)
Materials
L+850
1.0%
11/26/23
15.0
13.4
14.9
Sequa Corp
(h)
Capital Goods
L+1,075, 0.0%
PIK (6.8%
Max PIK)
1.0%
4/28/24
19.4
15.3
16.9
SIRVA Worldwide Inc
(i)
Commercial & Professional Services
L+950
0.0%
8/3/26
3.8
3.0
3.2
Watchfire Enterprises Inc
(e)(i)
Technology Hardware & Equipment
L+800
1.0%
10/2/21
9.3
7.6
9.1
WireCo WorldGroup Inc
(h)
Capital Goods
L+900
1.0%
9/30/24
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%
9/23/27
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%
3/1/23
$
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%
10/8/22
42.9
42.6
42.8
Total Subordinated Debt
42.6
42.8
Asset Based Finance23.8%
Comet Aircraft S.a.r.l., Common Stock
(e)(g)(h)(l)
Capital Goods
12.4%
2/28/22
$
21.5
21.5
4.8
141
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 (d)
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%
6/22/22
$
15.5
15.5
15.5
Lenovo Group Ltd, Structured Mezzanine
(e)(h)
Technology Hardware & Equipment
12.0%
6/22/22
$
9.8
9.8
9.8
Luxembourg Life Fund - Absolute Return Fund I, 1L Term Loan
(e)(h)
Insurance
L+750
1.5%
2/27/25
$
30.6
30.7
30.7
Luxembourg Life Fund - Long Term Growth Fund, 1L Term Loan
(e)(h)
Insurance
9.0%
7/23/21
$
32.5
32.0
32.5
MP4 2013-2A Class Subord. B
(e)(h)(l)
Diversified Financials
7/25/29
$
21.0
4.2
3.1
NewStar Clarendon 2014-1A Class D
(e)(h)(l)
Diversified Financials
1/25/27
$
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)
10/22/26
$
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)
5/29/25
$
25.3
23.8
25.5
Sealane Trade Finance
(e)(j)
Banks
L+375
0.0%
5/8/23
$
5.0
5.0
5.0
142
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 (d)
Sealane Trade Finance
(e)(j)
Banks
L+963
0.0%
5/8/23
$
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.
(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.
143
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 COPJV as of December 31, 2021 and 2020:
As of
December 31,
2021
December 31,
2020
Selected Balance Sheet Information
Total investments, at fair value
$
3,260.0
$
1,544.3
Cash and other assets
414.3
188.6
Total assets
3,674.3
1,732.9
Debt
1,442.0
722.0
Other liabilities
636.7
196.8
Total liabilities
2,078.7
918.8
Members equity
$
1,595.6
$
814.1
Below is selected statement of operations information for COPJV for
the years ended December 31, 2021 and 2020:
As of
December 31,
2021
December 31,
2020
Selected Statement of Operation Information
Total investment income
$
189.9
$
115.7
Expenses
Interest expense
40.3
21.6
Custodian and accounting fees
1.1
1.0
Administrative services
6.7
4.2
Professional services
0.7
0.6
Other
0.5
0.1
Total expenses
49.3
27.5
Net investment income
140.6
88.2
Net realized and unrealized losses
56.3
(106.4
)
Net increase in net assets resulting from operations
$
196.9
$
(18.2
)
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, 2021 and 2020:
Fair Value
Derivative Instrument
Statement Location
December 31,
2021
December 31,
2020
Foreign currency forward contracts
Unrealized appreciation on foreign currency forward contracts
$
9
$
1
Foreign currency forward contracts
Unrealized depreciation on foreign currency forward contracts
(1
)
(3
)
Total
$
8
$
(2
)
144
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, 2021 and 2020 are in the following locations in the consolidated statements of operations:
Net Realized Gains (Losses)
Derivative Instrument
Statement Location
December 31,
2021
December 31,
2020
Foreign currency forward contracts
Net realized gain (loss) on foreign currency forward contracts
0
0
Total
$
0
$
0
Net Unrealized Gains (Losses)
Derivative Instrument
Statement Location
December 31,
2021
December 31,
2020
Foreign currency forward contracts
Net change in unrealized appreciation (depreciation) on foreign currency forward contracts
12
(3
)
Total
$
12
$
(3
)
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, 2021 and 2020:
December 31, 2021
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
$
9
$
(1
)
$
$
$
8
Total
$
9
$
(1
)
$
$
$
8
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
$
(1
)
$
1
$
$
$
Total
$
(1
)
$
1
$
$
$
145
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, 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
)
(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 foreign currency forward contracts during the year ended
December 31, 2021 and 2020 was $157.6 and $41.2, 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
146
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, 2021 and 2020, the Companys investments were categorized as follows in the fair
value hierarchy:
Valuation Inputs
December 31, 2021
December 31, 2020
Level 1Price quotations in active markets
$
30
$
Level 2Significant other observable inputs
703
260
Level 3Significant unobservable inputs
13,972
5,807
Investments measured at net asset
value (1)
1,396
713
$
16,101
$
6,780
(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.
In addition, the Company had foreign currency forward contracts, as described in Note 7, which were categorized as
Level 2 in the fair value hierarchy as of December 31, 2021 and 2020.
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
147
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)
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 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.
The following is a reconciliation for the years ended December 31, 2021 and 2020 of investments for which significant unobservable inputs
(Level 3) were used in determining fair value:
For the Year Ended December 31, 2021
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
$
3,276
$
862
$
36
$
152
$
951
$
530
$
5,807
Accretion of discount (amortization of premium)
46
11
3
60
Net realized gain (loss)
88
(88
)
(21
)
(7
)
(24
)
205
153
Net change in unrealized appreciation (depreciation)
204
122
9
(7
)
186
59
573
Purchases
9,561
1,105
52
29
2,039
503
13,289
Paid-in-kind
interest
22
6
1
49
31
109
Sales and repayments
(3,655
)
(813
)
(48
)
(93
)
(959
)
(454
)
(6,022
)
Transfers into Level 3
3
3
Transfers out of Level 3
Fair value at end of period
$
9,542
$
1,205
$
29
$
74
$
2,245
$
877
$
13,972
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
$
207
$
42
$
(17)
$
(14)
$
166
$
96
$
480
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
)
Transfers into Level 3
58
58
Transfers out of Level 3
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
)
148
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 valuation techniques and significant unobservable inputs used in recurring Level 3
fair value measurements as of December 31, 2021 and 2020 were as follows:
Type of Investment
Fair Value at
December 31, 2021
Valuation
Technique (1)
Unobservable
Input
Range
Impact to
Valuation from
an Increase in
Input (2)
Senior Debt
$
8,746
Discounted Cash Flow
Discount Rate
5.3% - 30.3% (8.5%)
Decrease
1,242
Cost
737
Waterfall
EBITDA Multiple
0.1x - 11.0x (7.0x)
Increase
51
Other (3)
Subordinated Debt
53
Waterfall
EBITDA Multiple
7.0x - 7.8x (7.8x)
Increase
21
Cost
Asset Based Finance
1,021
Waterfall
EBITDA Multiple
1.0x - 23.1x (4.1x)
Increase
744
Discounted Cash Flow
Discount Rate
4.2% - 16.2% (10.1%)
Decrease
359
Cost
117
Other (3)
4
Indicative Dealer Quotes
50.8% - 50.8% (50.8%)
Increase
Equity/Other
737
Waterfall
EBITDA Multiple
0.1x - 16.0x (6.1x)
Increase
111
Discounted Cash Flow
Discount Rate
7.3% - 25.0% (9.8%)
Decrease
5
Option Pricing Model
Equity Illiquidity Discount
65.0% - 65.0% (65.0%)
Decrease
22
Other (3)
2
Cost
Total
$
13,972
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
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
(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
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)
asset coverage requirement applicable to senior securities was reduced from 200% to 150%. As of December 31, 2021, the aggregate amount outstanding of senior securities issued by the
Company was $9,179. As of December 31, 2021, the Companys asset coverage was 184%.
The following tables present
summary information with respect to the Companys outstanding financing arrangements as of December 31, 2021 and 2020:
As of December 31, 2021
Arrangement
Type of Arrangement
Rate
Amount
Outstanding
Amount
Available
Maturity Date
Ambler Credit Facility (2)(9)
Revolving Credit Facility
SOFR+2.15% (1)
$
150
$
50
November 22, 2025
Burholme Prime Brokerage
Facility (2)(9)
Prime Brokerage Facility
L+1.25% (1)
June 28, 2022
CCT Tokyo Funding Credit
Facility (2)
Revolving Credit Facility
L+1.75% - 2.00% (1)(3)
300
January 2, 2025
Darby Creek Credit Facility (2)(9)
Revolving Credit Facility
L+1.85% (1)
250
February 26, 2025
Dunlap Credit Facility (2)(9)
Revolving Credit Facility
L+1.85% (1)
485
15
February 26, 2025
Meadowbrook Run Credit
Facility (2)(9)
Revolving Credit Facility
SOFR+2.05% (1)
300
November 22, 2024
Senior Secured Revolving Credit
Facility (2)
Revolving Credit Facility
L+1.75% - 2.00% (1)(4)
SONIA + 0.0326% (1)(4)
2,647
(5)
1,544
(6)
December 23, 2025
4.750% Notes due 2022 (7)
Unsecured Notes
4.75%
450
May 15, 2022
4.625% Notes due 2024 (7)
Unsecured Notes
4.63%
400
July 15, 2024
1.650% Notes due 2024 (7)
Unsecured Notes
1.65%
500
October 12, 2024
4.125% Notes due 2025 (7)
Unsecured Notes
4.13%
470
February 1, 2025
4.250% Notes due 2025 (7)(9)
Unsecured Notes
4.25%
475
February 14, 2025
8.625% Notes due 2025 (7)
Unsecured Notes
8.63%
250
May 15, 2025
3.400% Notes due 2026 (7)
Unsecured Notes
3.40%
1,000
January 15, 2026
2.625% Notes due 2027 (7)
Unsecured Notes
2.63%
400
January 15, 2027
3.125% Notes due 2028 (7)
Unsecured Notes
3.13%
750
October 12, 2028
CLO-1
Notes (2)(8)
Collateralized Loan Obligation
L+1.85% - 3.01% (1)
352
January 15, 2031
Total
$
9,179
$
1,609
(1)
The benchmark rate is subject to a 0% floor.
(2)
The carrying amount outstanding under the facility approximates its fair value.
(3)
The spread over the benchmark rate is determined by reference to the amount outstanding under the facility.
(4)
The spread over the benchmark rate 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 260 has been converted to U.S. dollars at an exchange rate of 1.00 to $1.14 as of December 31, 2021 to reflect total amount outstanding in U.S. dollars. Canadian dollar balance outstanding of CAD40 has been converted
to U.S dollars at an exchange rate of CAD$1.00 to $0.79 as of December 31, 2021 to reflect total amount outstanding in U.S. dollars. Pounds sterling balance outstanding of £130 has been converted to U.S dollars at an exchange rate of
£1.00 to $1.35 as of December 31, 2021 to reflect total amount outstanding in U.S. dollars. Australian dollar balance outstanding of AUD116 has been converted to U.S dollars at an exchange rate of AUD1.00 to $0.73 as of December 31,
2021 to reflect total amount outstanding in U.S. dollars.
(6)
The amount available for borrowing under the Senior Secured Revolving Credit Facility is reduced by any standby
letters of credit issued under the Senior Secured Revolving Credit Facility. As of December 31, 2021, $9 of such letters of credit have been issued.
(7)
As of December 31, 2021, the fair value of the 4.750% notes, the 4.625% notes, the 1.650% notes, the 4.125%
notes, the 4.250% notes, the 8.625% notes, the 3.400% notes, the 2.625% notes and the 3.125% notes was approximately $455, $421, $491, $492, $497, $276, $1,016, $395 and $747, respectively. These valuations are considered Level 2 valuations
within the fair value hierarchy.
(8)
As of December 31, 2021, 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%.
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)
(9)
As of June 16, 2021, the Company assumed all of FSKRs obligations under its notes and credit
facilities, and FSKRs wholly-owned special purpose financing subsidiaries became wholly-owned special purpose financing subsidiaries of the Company, in each case, as a result of the consummation of the 2021 Merger.
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)
The benchmark rate is subject to a 0% floor.
(2)
The carrying amount outstanding under the facility approximates its fair value.
(3)
The spread over the benchmark rate is determined by reference to the amount outstanding under the facility.
(4)
The spread over the benchmark rate 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 CAD63 has been converted
to U.S dollars at an exchange rate of CAD1.00 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 AUD6 has been converted to U.S dollars at an exchange rate of AUD1.00 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%.
For the years ended December 31,
2021, 2020 and 2019, the components of total interest expense for the Companys financing arrangements were as follows:
Year Ended December 31,
2021
2020
2019
Arrangement (1)
Direct
Interest
Expense
Amortization
of Deferred
Financing
Costs and
Discount /
Premium
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
Ambler Credit Facility (2)
$
2
$
0
$
2
$
$
$
$
$
$
Burholme Prime Brokerage Facility (2)
CCT New York Funding Credit
Facility (2)
2
2
CCT Tokyo Funding Credit Facility (2)
4
1
5
6
1
7
8
8
Darby Creek Credit Facility (2)
3
0
3
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)
Year Ended December 31,
2021
2020
2019
Arrangement (1)
Direct
Interest
Expense
Amortization
of Deferred
Financing
Costs and
Discount /
Premium
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
Dunlap Credit Facility (2)
$
6
$
0
$
6
$
$
$
$
$
$
Juniata River Credit Facility (2)
6
6
Locust Street Funding Credit
Facility (2)
13
3
16
26
2
28
Meadowbrook Run Credit Facility (2)
4
0
4
Senior Secured Revolving Credit
Facility (2)
38
3
41
41
3
44
57
1
58
4.000% Notes due 2019
8
1
9
4.250% Notes due 2020
16
1
17
4.750% Notes due 2022
21
1
22
21
0
21
17
0
17
5.000% Notes due 2022
11
11
12
12
12
12
4.625% Notes due 2024
19
1
20
19
1
20
8
1
9
1.650% Notes due 2024
2
0
2
4.125% Notes due 2025
19
2
21
19
3
22
2
0
2
4.250% Notes due 2025
11
(4
)
7
8.625% Notes due 2025
22
1
23
15
1
16
3.400% Notes due 2026
35
4
39
2
0
2
2.625% Notes due 2027
6
0
6
3.125% Notes due 2028
5
0
5
CLO-1 Notes
8
0
8
10
0
10
8
0
8
Total
$
222
$
9
$
231
$
158
$
12
$
170
$
164
$
6
$
170
(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, 2021 were $6,380 and 3.45%, respectively. As of December 31, 2021, the Companys weighted average effective interest
rate on borrowings, including the effect of non-usage fees, was 3.04%.
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%.
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, 2021 and December 31, 2020.
Ambler Credit Facility
On
November 22, 2019, Ambler Funding LLC, or Ambler Funding, a wholly-owned special-purpose financing subsidiary of the Company, entered into a revolving credit facility, or the Ambler Credit Facility, with Ally Bank, as administrative agent and
arranger, Wells Fargo, as collateral administrator and collateral custodian, and the lenders from time to time party thereto. The Ambler Credit Facility provides for borrowings in U.S. dollars in an initial aggregate principal amount of up to $200
on a committed basis.
152
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)
Ambler Funding may elect at one or more times, subject to certain conditions, including the
consent of Ally Bank, to increase the maximum committed amount up to $250. The end of the reinvestment period and the maturity date for the Ambler Credit Facility are November 22, 2023 and November 22, 2025, respectively. Borrowings under
the Ambler Credit Facility are subject to compliance with a borrowing base test.
Under the Ambler Credit Facility, borrowings bear
interest at the rate of Term SOFR or Daily Simple SOFR,
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.