When declared effective pursuant to section 8(c) of the Securities Act

Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (the “Investment Company Act”)).

Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act.

Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).

A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).

Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).

Emerging Growth Company (as defined by Rule 12b-2 under the Securities and Exchange Act of 1934).

If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

Title of Securities

Being Registered

Proposed

Maximum

Aggregate

Offering Price ^{(1) (2)}

Amount of

Registration Fee ^{(1) (2)}

Common Stock, $0.001 par value per share ⁽³⁾

Preferred Stock, $0.001 par value per share ⁽³⁾

Warrants ⁽³⁾

Subscription Rights ⁽⁴⁾

Debt Securities ⁽⁵⁾

Total

Estimated pursuant to Rule 457(o) under the Securities Act, solely for the purpose of determining the registration fee. The proposed maximum offering price per security will be determined, from time to time, by the Registrant in connection with the sale by the Registrant of the securities registered under this registration statement.

The Registrant previously registered an aggregate offering price of $1,500,000,000 under the Registrant’s Registration Statement on Form N-2 (File No. 333-231221), initially filed with the Commission on May 3, 2019 (the “Original Registration Statement”), for which a filing fee of $181,800.00 was previously paid. In accordance with Rule 462(e) under the Securities Act, an additional proposed maximum offering price of $545,000,000 is hereby registered and an additional filing fee of $59,459.50 is being paid in connection with such registration.

Subject to Note 6 in the Original Registration Statement, an indeterminate number of shares of common stock, preferred stock or warrants as may be sold, from time to time, are being registered hereunder. Warrants may represent rights to purchase common stock, preferred stock or debt securities.

Subject to Note 6 in the Original Registration Statement, an indeterminate number of subscription rights as may be sold, from time to time, representing rights to purchase common stock, are being registered hereunder.

Subject to Note 6 in the Original Registration Statement, an indeterminate principal amount of debt securities as may be sold, from time to time, are being registered hereunder. If any debt securities are issued at an original issue discount, then the offering price shall be in such greater principal amount as shall result in an aggregate price to investors not to exceed $2,045,000,000.

In no event will the aggregate offering price of all securities issued from time to time pursuant to this registration statement exceed $2,045,000,000.

Filed herewith.

Signature

Title

Date

/s/ Michael C. Forman

Michael C. Forman

Chief Executive Officer and Director

(Principal Executive Officer)

/s/ Steven Lilly

Steven Lilly

Chief Financial Officer

(Principal Financial Officer)

/s/ William Goebel

William Goebel

Chief Accounting Officer

(Principal Accounting Officer)

*

Todd Builione

*

Barbara Adams

*

Brian R. Ford

*

Richard I. Goldstein

*

Michael J. Hagan

*

Jeffrey K. Harrow

*

Jerel A. Hopkins

*

James H. Kropp

/s/ Osagie Imasogie

Osagie Imasogie

/s/ Elizabeth Sandler

Elizabeth Sandler

/s/ Michael C. Forman

Michael C. Forman,

Attorney-in-Fact

FS KKR Capital Corp.

December 3, 2020

Page 2

The Registration Statement as originally filed with the Commission and the Amendment in the form transmitted to the Commission for filing pursuant to the Securities Act;

The charter of the Company (the “Charter”) certified by the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”);

The bylaws of the Company (the “Bylaws”) certified as of the date hereof by an officer of the Company;

A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

Resolutions (the “Resolutions”) adopted by the Board of Directors (the “Board of Directors”) of the Company relating to the registration of the Offered Securities, certified as of the date hereof by an officer of the Company;

A certificate executed by an officer of the Company, dated as of the date hereof, with respect to certain factual matters regarding the Charter, the Bylaws and the Resolutions; and

Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent to do so.

All Documents submitted to us as originals are authentic. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete.

The issuance of, and certain terms of, the Offered Securities to be issued by the Company from time to time will be authorized and approved by the Board of Directors, or a duly authorized committee thereof, in accordance with the Maryland General Corporation Law, the Charter, the Bylaws and the Resolutions prior to the issuance of such Offered Securities (such approval, together with the Articles Supplementary Filing (as defined below), if applicable, referred to herein as the “Corporate Proceedings”).

FS KKR Capital Corp.

December 3, 2020

Page 3

Upon the issuance of any Offered Securities that are Common Shares, including Common Shares that may be issued upon the conversion or exercise of any other Offered Securities convertible into or exercisable into Common Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.

Articles supplementary classifying and designating the number of shares and the terms of any class or series of Preferred Shares to be issued by the Company, and otherwise complying with the Maryland General Corporation Law, will be filed with and accepted for record by the SDAT prior to the issuance of such Preferred Shares (such procedure referred to herein as the “Articles Supplementary Filing”).

Upon the issuance of any Offered Securities that are Preferred Shares, including Preferred Shares that may be issued upon the conversion or exercise of any other Offered Securities convertible into or exercisable for Preferred Shares, the total number of shares of Preferred Stock issued and outstanding, and the total number of issued and outstanding shares of the applicable class or series of Preferred Stock designated pursuant to the Charter, will not exceed the total number of shares of Preferred Stock or the number of shares of such class or series of Preferred Stock that the Company is then authorized to issue under the Charter.

At the time of issuance of any of the Offered Securities, the Company will be in good standing under the laws of the State of Maryland.

The aggregate purchase price paid for any Offered Securities, when aggregated with the purchase price paid for other Offered Securities theretofore issued, will not exceed $2,045,000,000.

At the time of the issue of the Offered Securities, such securities will not violate any law applicable to the Company or result in a default under or breach of any agreement or instrument then-binding upon the Company, and such securities will comply with all requirements and restrictions, if any, applicable to the Company, imposed by any court or governmental or regulatory body having jurisdiction over the Company.

The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

FS KKR Capital Corp.

December 3, 2020

Page 4

Upon the completion of all Corporate Proceedings relating to the Common Shares, the issuance of the Common Shares will be duly authorized and, when and if issued and delivered against payment therefor in accordance with the Registration Statement, the Resolutions and the Corporate Proceedings, the Common Shares will be validly issued, fully paid and nonassessable.

Upon the completion of all Corporate Proceedings relating to the Preferred Shares, the issuance of the Preferred Shares will be duly authorized and, when and if issued and delivered against payment therefor in accordance with the Registration Statement, the Resolutions and the Corporate Proceedings, the Preferred Shares will be validly issued, fully paid and nonassessable.

Upon the completion of all Corporate Proceedings relating to the Warrants, the issuance of the Warrants will be duly authorized.

Upon the completion of all the Corporate Proceedings relating to the Subscription Rights, the issuance of the Subscription Rights will be duly authorized.

Upon the completion of all Corporate Proceedings relating to the Debt Securities, the issuance of the Debt Securities will be duly authorized.    

Cira Centre

2929 Arch Street

Philadelphia, PA 19104-2808

+1 215 994 4000 Main

+1 215 994 2222 Fax

www.dechert.com

the Registration Statement (including the Post-Effective Amendment);

the Second Articles of Amendment and Restatement of the Company, as amended (the “Articles”);

the Third Amended and Restated Bylaws of the Company (the “Bylaws”);

the Indenture, dated as of July 14, 2014, between the Company and the Trustee, governing the Debt Securities (as may be amended or supplemented from time to time, the “Indenture”);

FS KKR Capital Corp.

December 3, 2020

Page 3

a certificate of good standing with respect to the Company issued by the State Department of Assessments and Taxation of Maryland as of a recent date; and

the resolutions of the board of directors of the Company (the “Board of Directors”), relating to, among other things, the authorization and approval of the preparation and filing of the Registration Statement (including the Post-Effective Amendment).

The Warrants, when (a) duly authorized, executed, authenticated, issued and sold in accordance with the Registration Statement and applicable Prospectus Supplement and the provisions of an applicable, valid and binding warrant agreement and (b) delivered to the purchaser or purchasers thereof against receipt by the Company of such lawful consideration therefor as the Board of Directors (or a duly authorized committee thereof or a duly authorized officer of the Company) may lawfully determine, will be valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms.

The Subscription Rights, when duly authorized and issued in accordance with the Registration Statement and applicable Prospectus Supplement and the provisions of an applicable subscription certificate and any applicable, valid and binding subscription agreement, will be valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms.

The Debt Securities, when (a) duly authorized and executed by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture and (x) issued and sold in accordance with the Registration Statement and applicable Prospectus Supplement or (y) issued upon exchange or conversion of Preferred Stock or upon exercise of Warrants as contemplated by the Registration Statement and applicable Prospectus Supplement and (b) delivered to the purchaser or purchasers thereof against receipt by the Company of such lawful consideration therefor as the Board of Directors (or a duly authorized committee thereof or a duly authorized officer of the Company) may lawfully determine, will be valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms.

the Company is duly incorporated and validly existing in good standing under the laws of the State of Maryland;

the Board of Directors, including any appropriate committee appointed thereby, and/or appropriate officers of the Company shall have duly (x) established the terms of the Securities and (y) authorized and taken any other necessary corporate or other action to approve the creation, if applicable, issuance and sale of the Securities and related matters;

FS KKR Capital Corp.

December , 2020

Page 4

the resolutions establishing the definitive terms of and authorizing the Company to register, offer, sell and issue the Securities shall remain in effect and unchanged at all times during which the Securities are offered, sold or issued by the Company;

the definitive terms of each class and series of the Securities not presently provided for in the Registration Statement or the Articles, and the terms of the issuance and sale of the Securities (x) shall have been duly established in accordance with all applicable laws and the Articles and Bylaws, any Indenture, underwriting agreement, warrant agreement and subscription agreement and any other relevant agreement relating to the terms and the offer and sale of the Securities (collectively, the “Documents”) and the authorizing resolutions of the Board of Directors, and reflected in appropriate documentation reviewed by us, and (y) shall not violate any applicable law or the Documents (subject to the further assumption that such Documents have not been amended from the date hereof in a manner that would affect the validity of any of the opinions rendered herein), or result in a default under or breach of (nor constitute any event which with notice, lapse of time or both would constitute a default under or result in any breach of) any agreement or instrument binding upon the Company and so as to comply with any restriction imposed by any court or governmental body having jurisdiction over the Company;

the interest rate on the Debt Securities shall not be higher than the maximum lawful rate permitted from time to time under applicable law;

the Securities (including any Securities issuable upon exercise, conversion or exchange of other Securities), and any certificates representing the relevant Securities (including any Securities issuable upon exercise, conversion or exchange of other Securities), have been duly authenticated, executed, countersigned, registered and delivered upon payment of the agreed-upon legal consideration therefor and have been duly issued and sold in accordance with any relevant agreement and, if applicable, duly authorized, executed and delivered by the Company and any other appropriate party;

each Indenture, warrant agreement and subscription agreement and any other relevant agreement has been duly authorized, executed and delivered by, and will constitute a valid and binding obligation of, each party thereto (other than the Company);

the Registration Statement, as amended (including all necessary post-effective amendments), and any additional registration statement filed under Rule 462, shall be effective under the Securities Act, and such effectiveness shall not have been terminated or rescinded;

an appropriate Prospectus Supplement shall have been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder describing the Securities offered thereby;

the Securities shall be issued and sold in compliance with all U.S. federal and state securities laws and solely in the manner stated in the Registration Statement and applicable Prospectus Supplement and there shall not have occurred any change in law affecting the validity of the opinions rendered herein;

if the Securities will be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Securities in the form filed as an exhibit to the Registration Statement or any post-effective amendment thereto (including the Post-Effective Amendment), or incorporated by reference therein, has been duly authorized, executed and delivered by the Company and the other parties thereto;

the Indenture shall have been duly qualified under the Trust Indenture Act of 1939, as amended; and

in the case of an agreement or instrument pursuant to which any Securities are to be issued, there shall be no terms or provisions contained therein which would affect the validity of any of the opinions rendered herein.

FS KKR Capital Corp.

December 3, 2020

Page 5