UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. 4)
FS KKR Capital
Corp.
(Name of Subject Company)
FS KKR Capital
Corp.
(Names of Persons Filing Statement)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
302635 206
(CUSIP Number of Class of Securities)
Michael C. Forman
Chairman and Chief Executive Officer
FS KKR Capital Corp.
3025 JFK Boulevard, OFC 500
Philadelphia, PA 19104
(215) 495-1150
(Name, address, and telephone numbers of person
authorized to receive
notices and communications on behalf of the persons filing statement)
With copies to:
Stephen S. Sypherd
General Counsel and Secretary
FS KKR Capital Corp.
3025 JFK Boulevard, OFC 500
Philadelphia, PA 19104
(215) 495-1150 |
|
Eric S. Siegel, Esq.
Clay Douglas, Esq.
Dechert LLP
Cira Centre
2929 Arch Street
Philadelphia, PA 19104
Tel: (215) 994-4000 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement
of a tender offer. |
This Amendment No. 4 (this “Amendment”)
amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by FS KKR Capital Corp. (the “Company”),
a Maryland corporation, with the Securities and Exchange Commission (the “SEC”) on May 12, 2026, as amended by
Amendment No. 1 filed with the SEC on May 22, 2026, Amendment No. 2 filed with the SEC on June 2, 2026 and Amendment
No. 3 filed with the SEC on June 5, 2026 (as amended, the “Schedule 14D-9”), relating to the tender offer
by KKR Alternative Assets L.P. (the “Purchaser”), a Delaware limited partnership, to purchase up to $150,000,000 in
aggregate amount of the Company’s common stock, par value $0.001 per share (the “Shares”), at a price equal to
$11.00 per Share, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated May 12, 2026 (as amended or supplemented to date, the “Offer to Purchase”), and in
the related Letter of Transmittal (as amended or supplemented to date, the “Letter of Transmittal”), which, together
with any amendments or supplements thereto, collectively constitute the “Offer”.
The Offer is described in a Tender Offer Statement
filed under cover of Schedule TO with the SEC on May 12, 2026, by the Purchaser (as amended or supplemented from time to time).
Except as otherwise set forth in this Amendment,
the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference to the extent relevant to the
items in this Amendment. This Amendment should be read together with the Schedule 14D-9. Capitalized terms used and not otherwise defined
in this Amendment shall have the meanings assigned to such terms in the Schedule 14D-9.
| ITEM 8. | ADDITIONAL INFORMATION |
Item 8. “Additional Information” of
the Schedule 14D-9 is amended and supplemented by adding the following disclosure immediately before the heading “Cautionary Statement
Regarding Forward-Looking Statements”:
“Expiration of Offer Period/Preliminary
Results
The Offer expired at 11:59 p.m., New York City
time, on June 11, 2026. In connection with the expiration of the Offer, the Company has been advised by the Purchaser of the following
preliminary results of the Offer:
| · | Based on the preliminary count by the Depositary,
a total of approximately 17,993,004 Shares were validly tendered and received, and not properly withdrawn at or before the Expiration
Date. |
| · | In accordance with the terms and conditions of
the Offer and based on the preliminary count by the Depositary, the Purchaser expects to accept for payment, at a purchase price of $11.00
per Share, 13,636,363 Shares validly tendered and not properly withdrawn at or before the Expiration Date, at an aggregate purchase
price of approximately $149,999,993, excluding fees and expenses relating to the Offer. |
| · | Since the Offer is oversubscribed, the Purchaser
expects to accept the Shares on a pro rata basis and has been informed by the Depositary that the preliminary proration factor for the
Offer is 75.787%.” |
SIGNATURE
After due inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
| |
FS KKR Capital
Corp. |
| |
|
|
| |
By: |
/s/ Stephen Sypherd |
| |
Name: |
Stephen Sypherd |
| |
Title: |
General Counsel and Secretary |
Dated: June 12, 2026
