Exhibit (a)(1)(D)
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of common stock of FS KKR Capital Corp. The Offer (as defined below) is made solely by the Offer to Purchase (as defined below) and the related Letter of Transmittal (as defined below) and any amendments or supplements thereto. The Offer is not being made to (and no tenders will be accepted from or on behalf of) holders of shares of FS KKR Capital Corp. common stock in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. The Purchaser (as defined below) may, in its discretion, take such action as it deems necessary to make the Offer to holders of shares of FS KKR Capital Corp. common stock in any such jurisdiction in compliance with such applicable laws. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Purchaser by one or more registered brokers or dealers licensed under the laws of such state to be designated by the Purchaser.
Offer to Purchase for Cash
Up to $150,000,000 in Aggregate Amount of Shares of Common Stock of
FS KKR Capital Corp.
at
$11.00 per Share
by
KKR Alternative Assets L.P.
KKR Alternative Assets Limited
KKR Alternative Assets L.P., a Delaware limited partnership (the “Purchaser”), is offering to purchase up to $150,000,000 in aggregate amount of shares of common stock, par value $0.001 per share (the “Shares”), of FS KKR Capital Corp., a Maryland corporation (the “Company”), at a price equal to $11.00 per Share (the “Purchase Price”), 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 it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal”), which, together with any amendments or supplements thereto, collectively constitute the “Offer.”
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON JUNE 9, 2026, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”).
The Shares are currently listed and traded on The New York Stock Exchange (“NYSE”) under the symbol “FSK.” On May 8, 2026 the closing price of the Shares on the NYSE was $10.84 per Share. Stockholders are urged to obtain current market quotations for the Shares before deciding whether to tender their Shares. The Company’s net asset value per Share is determined on no less than a quarterly basis (or at such other times as the Company’s board of directors (the “Company Board”) may determine), based on the valuation of the Company’s portfolio investments at fair value as determined in good faith pursuant to the valuation policy of FS/KKR Advisor, LLC (the “Adviser”), a Delaware limited liability company, which serves as the investment adviser to the Company. The Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended, and is jointly operated by KKR Credit Advisors (US) LLC and FSJV Holdco, LLC, an affiliate of Franklin Square Holdings L.P. (which does business as Future Standard, formerly FS Investments). The net asset value per Share at March 31, 2026 (the last date prior to the commencement of the Offer for which the Company reported net asset value) was $18.83. Stockholders can find additional net asset values for the Shares at www.fskkrcapitalcorp.com (the “Company’s website”). The contents of the Company’s website are not intended to be incorporated by reference into this communication, and any references to the Company’s website herein are intended to be inactive textual references only.
The Company Board is supportive of the commencement of the Offer, but in consideration of its duties to all Company stockholders, the Company Board has determined to take no position and make no recommendation, and to express no opinion and to remain neutral, with respect to the Offer. The Company Board has determined that the decision of stockholders regarding whether or not to tender their Shares in the Offer is a personal investment decision based upon each individual stockholder’s particular circumstances. The Company Board urges each stockholder to make its own decision regarding the Offer based on all of the available information, including the adequacy of the Purchase Price in light of the Company’s net asset value