As filed with the Securities and Exchange Commission on December 23, 2020

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.  ☐

Post-Effective Amendment No.  ☐

(Check appropriate box or boxes)

FS KKR Capital Corp.

(Exact Name of Registrant as Specified in Charter)

201 Rouse Boulevard

Philadelphia, PA 19112

(Address of Principal Executive Offices)

(215) 495-1150

(Area Code and Telephone Number)

Michael C. Forman

201 Rouse Boulevard

Philadelphia, PA 19112

(215) 495-1150

(Name and Address of Agent for Service)

Copies to:

James A. Lebovitz, Esq.

Eric S. Siegel, Esq.

Dechert LLP

Cira Centre

2929 Arch Street

Philadelphia, PA 19104

Telephone: (215) 994-4000

Fax: (215) 994-2222

Approximate Date of Proposed Public Offering: As soon as practicable after this registration statement becomes effective and upon completion of the merger described in the enclosed document.

Calculation of Registration Fee Under the Securities Act of 1933

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This document is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where such offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION—DATED DECEMBER 23, 2020

FS KKR Capital Corp.

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Fellow Stockholder,

You are cordially invited to attend a special meeting of stockholders of FS KKR Capital Corp. (“FSK”), to be held on [●], 2021 at [●] [a.m. / p.m.], Eastern Time, at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112 (together with any adjournments or postponements thereof, the “FSK Special Meeting”).

The Notice of Special Meeting of Stockholders and joint proxy statement/prospectus accompanying this letter provide an outline of the business to be conducted at the FSK Special Meeting. At the FSK Special Meeting, you will be asked to consider and vote upon:

FSK and FSKR are proposing a combination of both companies by a merger (the “Merger”), in which Merger Sub would merge with and into FSKR, with FSKR continuing as the surviving corporation. Immediately following the Merger, in a subsequent combination, the surviving company would merge with and into FSK with FSK continuing as the surviving corporation. Closing of the Merger is contingent upon (1) FSK stockholder approval of each of the above proposals, (2) FSKR stockholder approval of the Merger and the other transactions contemplated by the Merger Agreement and (3) certain other closing conditions. If the Merger does not close, then no FSK Common Stock will be issued pursuant to the Merger Stock Issuance Proposal, even if approved by the FSK stockholders.

Subject to the terms and conditions of the Merger Agreement, if the Merger is completed, each holder of FSKR common stock, $0.001 par value per share (“FSKR Common Stock”) issued and outstanding immediately prior to the effective time of the Merger (other than FSK and its consolidated subsidiaries) will have the right to receive, for each share of FSKR Common Stock held, that number of shares of FSK Common Stock with a net asset value (“NAV”) equal to the NAV of a share of FSKR Common Stock held, in each case calculated as of the same date within 48 hours (excluding Sundays and holidays) prior to the closing of the Merger (the “Merger Consideration”). Holders of FSKR Common Stock may receive fractional shares or cash in lieu of fractional shares, at the election of FSK.

The market value of the Merger Consideration will fluctuate with changes in the market price of FSK Common Stock. We urge you to obtain current market quotations of FSK Common Stock. FSK Common Stock trades on the New York Stock Exchange (the “NYSE”) under the ticker symbol “FSK” and FSKR

Common Stock trades on the NYSE under the ticker symbol “FSKR.” The following table shows the closing sale prices of FSK Common Stock and FSKR Common Stock, as reported on the NYSE on November 23, 2020, the last trading day before the public announcement of the Merger.

Your vote is extremely important. At the FSK Special Meeting, you will be asked to vote on the FSK Merger Proposal, the Merger Stock Issuance Proposal and FSK Advisory Agreement Amendment Proposal. Pursuant to the Merger Agreement, the approval of the FSK Merger Proposal requires the affirmative vote of holders of (1) a majority of the outstanding shares of FSK Common Stock entitled to vote at the FSK Special Meeting and (2) the affirmative vote of a majority of the outstanding shares of FSK Common Stock held by stockholders unaffiliated with the Advisor and its affiliates entitled to vote at the FSK Special Meeting. The approval of the Merger Stock Issuance Proposal requires the affirmative vote of holders of a majority of the votes cast by holders of FSK Common Stock at a meeting at which a quorum is present. The approval of the FSK Advisory Agreement Amendment Proposal requires the approval of a majority of the outstanding shares of FSK Common Stock. Under the Investment Company Act of 1940, as amended, a majority of the outstanding shares of FSK Common Stock may be the lesser of: (1) 67% of the FSK Common Stock at the FSK Special Meeting if the holders of more than 50% of the outstanding shares of FSK Common Stock are present or represented by proxy or (2) more than 50% of the outstanding shares of FSK Common Stock.

Abstentions will have the same effect as votes against the FSK Merger Proposal and the FSK Advisory Agreement Amendment Proposal. Abstentions will have no effect on the outcome of the Merger Stock Issuance Proposal.

After careful consideration, the board of directors of FSK (including all of the independent directors of FSK) unanimously recommends that FSK stockholders vote “FOR” the FSK Merger Proposal, “FOR” the Merger Stock Issuance Proposal and “FOR” the FSK Advisory Agreement Amendment Proposal.

It is important that your shares of FSK Common Stock be represented at the FSK Special Meeting. Even if you plan to attend the FSK Special Meeting in person, we urge you to complete, date and sign the enclosed proxy card and promptly return it in the envelope provided. If you prefer, you can save time by voting through the Internet or by telephone as described in this joint proxy statement/prospectus and on the enclosed proxy card. If you do not vote, it may result in FSK not having a sufficient quorum of one-third of outstanding FSK Common Stock represented in person or by proxy at the FSK Special Meeting and a meeting cannot be held unless a quorum is present.

This joint proxy statement/prospectus concisely describes the FSK Special Meeting, the Merger, the documents related to the Merger (including the Merger Agreement), the documents related to the FSK Advisory Agreement Amendment Proposal (including the proposed amended and restated FSK investment advisory agreement) and other related matters that FSK stockholders ought to know before voting on the FSK Merger Proposal, the Merger Stock Issuance Proposal and the FSK Advisory Agreement Amendment Proposal and should be retained for future reference. Please carefully read this entire document, including “Risk Factors” beginning on page 23, for a discussion of the risks relating to the Merger. You also can obtain information about FSK and FSKR from documents that each has filed with the U.S. Securities and Exchange Commission. See “Where You Can Find More Information” for instructions on how to obtain such information.

Sincerely,

Michael C. Forman

Chairman and Chief Executive Officer of FS KKR Capital Corp.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the shares of FSK Common Stock to be issued under this joint proxy statement/prospectus or determined if this joint proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated [●], 2021 and it is first being mailed or otherwise delivered to FSK stockholders on or about [●], 2021.

FS KKR CAPITAL CORP.

201 Rouse Boulevard

Philadelphia, PA 19112

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held On [●], 2021

To the Stockholders of FS KKR Capital Corp.:

NOTICE IS HEREBY GIVEN THAT a special meeting of stockholders of FS KKR Capital Corp. (“FSK”) will be held at 201 Rouse Boulevard, Philadelphia, PA 19112 on [●], 2021, at [●] [a.m. / p.m.], Eastern Time (together with any adjournments or postponements thereof, the “FSK Special Meeting”), to consider and vote upon:

The FSK board of directors (including all of the independent directors of FSK) has unanimously approved each of (1) the Merger Agreement and the transactions contemplated thereby, including the Merger, (2) the issuance of shares of FSK Common Stock pursuant to the Merger and (3) the amendment of the Existing FSK Investment Advisory Agreement, and unanimously recommends that FSK stockholders vote “FOR” the FSK Merger Proposal, “FOR” the Merger Stock Issuance Proposal and “FOR” the FSK Advisory Agreement Amendment Proposal.

It is important that your shares of FSK Common Stock be represented at the FSK Special Meeting. If you are unable to attend the FSK Special Meeting in person, please complete, date and sign the enclosed proxy card and promptly return it in the envelope provided. If you prefer, you can save time by voting through the Internet or by telephone as described in this joint proxy statement/prospectus and on the enclosed proxy card.

The Merger and the Merger Agreement are each described in more detail in this joint proxy statement/prospectus, which you should read carefully and in its entirety before authorizing a proxy to vote. Attached to this joint proxy statement/prospectus as Annex A is a copy of the Merger Agreement. The FSK Advisory Agreement Amendment Proposal is described in more detail in this joint proxy statement/prospectus, which you should read carefully and in its entirety before authorizing a proxy to vote. Attached to this joint proxy statement/prospectus as Annex D is a copy of the proposed amended and restated FSK investment advisory agreement.

The board of directors of FSK has fixed the close of business on [●], 2021 as the record date for the determination of stockholders entitled to notice of, and to vote at, the FSK Special Meeting.

FSK currently intends to hold the FSK Special Meeting in person. However, FSK is actively monitoring developments in connection with the coronavirus (COVID-19) pandemic and is sensitive to the public health and travel concerns that stockholders may have and the protocols or guidance that federal, state and local governments and agencies such as the Center for Disease Control and World Health Organization may recommend or impose. In the event it is not possible or advisable to hold the FSK Special Meeting in person, FSK will announce alternative arrangements for the meeting as promptly as possible, which may include holding the FSK Special Meeting as a virtual meeting by means of a live webcast. If the FSK Special Meeting will be held through a virtual meeting format, FSK will announce that fact as promptly as practicable, and details on how to participate will be issued by press release, posted on the website at which FSK’s proxy materials are available at www.proxyvote.com, and filed with the U.S. Securities and Exchange Commission as additional proxy material. Please monitor the website at which FSK’s proxy materials are available at www.proxyvote.com for updated information. FSK encourages you to vote your shares at the FSK Special Meeting.

If you plan on attending the FSK Special Meeting and voting your shares of FSK Common Stock in person, you will need to bring photo identification in order to be admitted to the FSK Special Meeting. If your shares are held through a broker and you attend the FSK Special Meeting in person, please bring a letter from your broker identifying you as the beneficial owner of the shares and authorizing you to vote your shares at the FSK Special Meeting. To obtain directions to the FSK Special Meeting, please call FSK at (877) 628-8575.

By Order of the Board of Directors,

Stephen S. Sypherd

General Counsel and Secretary

[●], 2021

FSK stockholders are requested to promptly authorize a proxy over the Internet or by telephone, or execute and return the accompanying proxy card, which is being solicited by the board of directors of FSK. Instructions are shown on the proxy card. Authorizing a proxy is important to ensure a quorum at the FSK Special Meeting. Proxies may be revoked at any time before they are exercised by submitting a written notice of revocation or a subsequently executed proxy, or by attending the FSK Special Meeting and voting in person.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This document is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where such offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION—DATED DECEMBER 23, 2020

FS KKR Capital Corp. II

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Fellow Stockholder,

You are cordially invited to attend a special meeting of stockholders of FS KKR Capital Corp. II, (“FSKR”) to be held on [●], 2021 at [●] [a.m. / p.m.], Eastern Time, at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112 (together with any adjournments or postponements thereof, the “FSKR Special Meeting”).

The Notice of Special Meeting of Stockholders and joint proxy statement/prospectus accompanying this letter provide an outline of the business to be conducted at the FSKR Special Meeting. At the FSKR Special Meeting, you will be asked to consider and vote upon a proposal to approve the merger of FSKR and Rocky Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of FS KKR Capital Corp. (“FSK”), pursuant to the Agreement and Plan of Merger, dated as of November 23, 2020 (the “Merger Agreement”), by and among FSK, FSKR, Merger Sub and FS/KKR Advisor, LLC (the “Advisor”) and the other transactions contemplated by the Merger Agreement (such proposal, the “FSKR Merger Proposal”).

FSK and FSKR are proposing a combination of both companies by a merger (the “Merger”), in which Merger Sub would merge with and into FSKR, with FSKR continuing as the surviving corporation. Immediately following the Merger, in a subsequent combination, the surviving company would merge with and into FSK, with FSK continuing as the surviving corporation. Closing of the Merger is contingent upon (1) FSKR stockholder approval of the FSKR Merger Proposal, (2) FSK stockholder approval of the Merger Agreement and the transactions contemplated thereby and the issuance of shares of FSK common stock, $0.001 par value per share (“FSK Common Stock”) in connection with the Merger and (3) certain other closing conditions. Subject to the terms and conditions of the Merger Agreement, if the Merger is completed, each holder of FSKR common stock, $0.001 par value per share (“FSKR Common Stock”) issued and outstanding immediately prior to the effective time of the Merger (other than FSK and its consolidated subsidiaries) will have the right to receive, for each share of FSKR Common Stock held, that number of shares of FSK Common Stock with a net asset value (“NAV”) equal to the NAV of a share of FSKR Common Stock held, in each case calculated as of the same date within 48 hours (excluding Sundays and holidays) prior to the closing of the Merger (the “Merger Consideration”). Holders of FSKR Common Stock may receive fractional shares or cash in lieu of fractional shares, at the election of FSK.

The market value of the Merger Consideration will fluctuate with changes in the market price of FSK Common Stock. We urge you to obtain current market quotations of FSK Common Stock. FSK Common Stock trades on the New York Stock Exchange (the “NYSE”) under the ticker symbol “FSK” and FSKR Common Stock trades on the NYSE under the ticker symbol “FSKR.” The following table shows the closing sale prices of FSK Common Stock and FSKR Common Stock, as reported on the NYSE on November 23, 2020, the last trading day before the public announcement of the Merger.

Your vote is extremely important. At the FSKR Special Meeting, you will be asked to vote on the FSKR Merger Proposal. Pursuant to the Merger Agreement, the approval of the FSKR Merger Proposal requires the affirmative vote of holders of (1) a majority of the outstanding shares of FSKR Common Stock entitled to vote at the FSKR Special Meeting and (2) a majority of the outstanding shares of FSKR Common Stock held by stockholders unaffiliated with the Advisor and its affiliates entitled to vote at the FSKR Special Meeting.

Abstentions will have the same effect as votes against the FSKR Merger Proposal.

After careful consideration, the board of directors of FSKR (including all of the independent directors of FSKR) unanimously recommends that FSKR stockholders vote “FOR” the FSKR Merger Proposal.

It is important that your shares of FSKR Common Stock be represented at the FSKR Special Meeting. Even if you plan to attend the FSKR Special Meeting in person, we urge you to complete, date and sign the enclosed proxy card and promptly return it in the envelope provided. If you prefer, you can save time by voting through the Internet or by telephone as described in this joint proxy statement/prospectus and on the enclosed proxy card. If you do not vote, it may result in FSKR not having a sufficient quorum of one-third of outstanding FSKR Common Stock represented in person or by proxy at the FSKR Special Meeting and a meeting cannot be held unless a quorum is present.

This joint proxy statement/prospectus concisely describes the FSKR Special Meeting, the Merger, the documents related to the Merger (including the Merger Agreement) and other related matters (including the amended and restated FSK investment advisory agreement proposed for approval by FSK) that FSKR stockholders ought to know before voting on the FSKR Merger Proposal and should be retained for future reference. Please carefully read this entire document, including “Risk Factors” beginning on page 23, for a discussion of the risks relating to the Merger. You also can obtain information about FSK and FSKR from documents that each has filed with the U.S. Securities and Exchange Commission. See “Where You Can Find More Information” for instructions on how to obtain such information.

Sincerely,

Michael C. Forman

Chairman and Chief Executive Officer of FS KKR Capital Corp. II

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the shares of FSKR Common Stock to be issued under this joint proxy statement/prospectus or determined if this joint proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated [●], 2021 and it is first being mailed or otherwise delivered to FSKR stockholders on or about [●], 2021.

FS KKR CAPITAL CORP. II

201 Rouse Boulevard

Philadelphia, PA 19112

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held On [●], 2021

To the Stockholders of FS KKR Capital Corp. II:

NOTICE IS HEREBY GIVEN THAT a special meeting of stockholders of FS KKR Capital Corp. II (“FSKR”) will be held at 201 Rouse Boulevard, Philadelphia, PA 19112 on [●], 2021, at [●] [a.m. / p.m.], Eastern Time (together with any adjournments or postponements thereof, the “FSKR Special Meeting”), to consider and vote upon a proposal to approve the merger of FSKR and Rocky Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of FS KKR Capital Corp. (“FSK”), pursuant to the Agreement and Plan of Merger, dated as of November 23, 2020 (the “Merger Agreement”), by and among FSK , FSKR, Merger Sub and FS/KKR Advisor, LLC (the “Advisor”) and the other transactions contemplated the Merger Agreement (such proposal, the “FSK Merger Proposal”).

The FSKR board of directors (including all of the independent directors of FSKR) unanimously recommends that FSKR stockholders vote “FOR” the FSKR Merger Proposal.

It is important that your shares of FSKR Common Stock be represented at the FSKR Special Meeting. If you are unable to attend the FSKR Special Meeting in person, please complete, date and sign the enclosed proxy card and promptly return it in the envelope provided. If you prefer, you can save time by voting through the Internet or by telephone as described in this joint proxy statement/prospectus and on the enclosed proxy card.

The Merger and the Merger Agreement are each described in more detail in this joint proxy statement/prospectus, which you should read carefully and in its entirety before authorizing a proxy to vote. Attached to this joint proxy statement/prospectus as Annex A is a copy of the Merger Agreement.

The board of directors of FSKR has fixed the close of business on [●], 2021 as the record date for the determination of stockholders entitled to notice of, and to vote at, the FSKR Special Meeting.

FSKR currently intends to hold the FSKR Special Meeting in person. However, FSKR is actively monitoring developments in connection with the coronavirus (COVID-19) pandemic and is sensitive to the public health and travel concerns that stockholders may have and the protocols or guidance that federal, state and local governments and agencies such as the Center for Disease Control and World Health Organization may recommend or impose. In the event it is not possible or advisable to hold the FSKR Special Meeting in person, FSKR will announce alternative arrangements for the meeting as promptly as possible, which may include holding the FSKR Special Meeting solely as a virtual meeting by means of a live webcast. If the FSKR Special Meeting will be held solely through a virtual meeting format, FSKR will announce that fact as promptly as practicable, and details on how to participate will be issued by press release, posted on the website at which FSKR’s proxy materials are available at www.proxyvote.com, and filed with the U.S. Securities and Exchange Commission as additional proxy material. Please monitor the website at which FSKR’s proxy materials are available at www.proxyvote.com for updated information. FSKR encourages you to vote your shares at the FSKR Special Meeting.

If you plan on attending the FSKR Special Meeting and voting your shares of FSKR Common Stock in person, you will need to bring photo identification in order to be admitted to the FSKR Special Meeting. If your

shares are held through a broker and you attend the FSKR Special Meeting in person, please bring a letter from your broker identifying you as the beneficial owner of the shares and authorizing you to vote your shares at the FSKR Special Meeting. To obtain directions to the FSKR Special Meeting, please call FSKR at (877) 628-8575.

By Order of the Board of Directors,

Stephen S. Sypherd

General Counsel and Secretary

[●], 2021

FSKR stockholders are requested to promptly authorize a proxy over the Internet or by telephone, or execute and return the accompanying proxy card, which is being solicited by the board of directors of FSKR. Instructions are shown on the proxy card. Authorizing a proxy is important to ensure a quorum at the FSKR Special Meeting. Proxies may be revoked at any time before they are exercised by submitting a written notice of revocation or a subsequently executed proxy, or by attending the FSKR Special Meeting and voting in person.

TABLE OF CONTENTS

i

ABOUT THIS DOCUMENT

This document, which forms part of a registration statement on Form N-14 filed with the U.S. Securities and Exchange Commission (the “SEC”) by FSK (File No. 333-                ), constitutes a prospectus of FSK under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”) with respect to the shares of FSK Common Stock to be issued to FSKR stockholders pursuant to the Merger Agreement.

This document also constitutes a joint proxy statement of FSK and FSKR under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to: (1) the FSK Special Meeting, at which FSK stockholders will be asked to vote upon (a) the FSK Merger Proposal, (b) the Merger Stock Issuance Proposal and (c) the FSK Advisory Agreement Amendment Proposal; and (2) the FSKR Special Meeting, at which FSKR stockholders will be asked to vote on the FSKR Merger Proposal.

You should rely only on the information contained in this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [●], 2021. You should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than that date. Neither the mailing of this joint proxy statement/prospectus to FSK stockholders or FSKR stockholders nor the issuance of FSK Common Stock in connection with the Merger will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

Except where the context otherwise indicates, information contained in this joint proxy statement/prospectus regarding FSK has been provided by FSK and information contained in this joint proxy statement/prospectus regarding FSKR has been provided by FSKR.

When used in this document, unless otherwise indicated in this document or the context otherwise requires:

1

In May 2020, the SEC adopted certain new disclosure rules applicable to transactions such as the Merger under SEC release No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses (the “Final Rule”), which among other things, adds a new rule Regulation S-X Rule 6-11 that eliminates the requirement to provide pro forma financial information for fund acquisitions if certain supplemental information is disclosed, as described under Regulation S-X Rule 6-11(d) (“Regulation S-X Rule 6-11(d)”). Furthermore, the Final Rule amends Form N-14 to make the disclosure requirements consistent with Regulation S-X Rule 6-11(d). The Final Rule is effective January 1, 2021, but it permits voluntary early compliance provided that a registrant adopts the Final Rule and applies the Final Rule in its entirety from the date of early compliance. FSK has elected to early adopt the provisions of the Final Rule. Under the Final Rule, FSK has determined that it has met the supplemental disclosure requirements consistent with Regulation S-X Rule 6-11(d) as it has (1) included a pro forma fee table, showing (a) the pre-transaction fee structures of FSK and FSKR and (b) the post-transaction fee structure of the combined company, (2) determined that the Merger would not result in a material change in FSK or FSKR’s investment portfolio due to investment restrictions and (3) determined that there are no material differences in accounting policies between FSK and FSKR.

2

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETINGS AND THE MERGER

The questions and answers below highlight only selected information from this joint proxy statement/prospectus. They do not contain all of the information that may be important to you. You should read carefully this entire document to fully understand the Merger Agreement and the transactions contemplated thereby (including the Merger) and the voting procedures for each of the Fund Parties’ Special Meetings.

Questions and Answers about the Special Meetings

This joint proxy statement/prospectus and the accompanying materials are being mailed on or about [●], 2021 to stockholders of record of FSK and FSKR described below and are available at www.proxyvote.com.

At the FSKR Special Meeting, FSKR stockholders will be asked to approve the Merger and the other transactions contemplated by the Merger Agreement (such proposal, the “FSKR Merger Proposal”).

The FSKR Board, including each of the independent directors of FSKR, has unanimously approved the Merger, the Merger Agreement, and the transactions contemplated thereby and recommends that FSKR stockholders vote “FOR” the FSKR Merger Proposal.

3

Important notice regarding the availability of proxy materials for the Special Meetings. This joint proxy statement/prospectus and applicable proxy cards are available at www.proxyvote.com.

4

In the event that a quorum is not present or if it appears that there are not enough votes to approve the proposals presented at either of the Special Meetings, the chairman of such Special Meeting shall have the power to adjourn such Special Meeting from time to time to a date not more than 120 days after the record date originally fixed for such Special Meeting without notice, other than the announcement at such Special Meeting, to permit further solicitation of proxies. Any business that might have been transacted at such Special Meeting originally called may be transacted at any such adjourned session(s) at which a quorum is present.

The approval of the Merger Stock Issuance Proposal requires the affirmative vote of holders of a majority of the votes cast by holders of FSK Common Stock at a meeting at which a quorum is present. The approval of the Merger Stock Issuance Proposal is a condition to the parties’ obligations to close the Merger because it is a requirement of the NYSE.

The approval of the FSK Advisory Agreement Amendment Proposal requires the approval of a majority of the outstanding shares of FSK Common Stock. Under the Investment Company Act of 1940, as amended (the “1940 Act”), a majority of the outstanding shares of FSK Common Stock may be the lesser of: (1) 67% of the FSK Common Stock at the FSK Special Meeting if the holders of more than 50% of the outstanding shares of FSK Common Stock are present or represented by proxy or (2) more than 50% of the outstanding shares of FSK Common Stock.

Abstentions will have the same effect on the outcome of the FSK Merger Proposal and the FSK Advisory Agreement Amendment Proposal as votes against the proposal. Abstentions will have no effect on the outcome of the Merger Stock Issuance Proposal.

5

Abstentions will have the same effect on the outcome of the FSKR Merger Proposal as votes against the proposal.

In addition to the solicitation of proxies by mail, proxies may be solicited in person and by telephone or facsimile transmission by directors, officers or employees of each of the Fund Parties and their respective affiliates (without special compensation therefor). Each of the Fund Parties has also retained Broadridge Investor Communication Solutions, Inc. (“Broadridge”) to assist in the solicitation of proxies, and it is expected that FSK will pay an estimated fee of approximately $[●], plus out-of-pocket expenses, and FSKR will pay an estimated fee of approximately $[●], plus out-of-pocket expenses.

For more information regarding expenses related to the Merger, see “Questions and Answers about the Merger—‘Who is responsible for paying the expenses relating to completing the Merger?’”

6

The registration statement (of which this joint proxy statement/prospectus forms a part), each Notice of Special Meeting of Stockholders and each proxy card are available at www.proxyvote.com.

Pursuant to the rules adopted by the SEC, each of the Fund Parties will furnish proxy materials by email to those stockholders who have elected to receive their proxy materials electronically. While each of the Fund Parties encourages its stockholders to take advantage of electronic delivery of proxy materials, which helps to reduce the environmental impact of stockholder meetings and the cost associated with the physical printing and mailing of materials, stockholders who have elected to receive proxy materials electronically by email, as well as beneficial owners of shares of FSK Common Stock and FSKR Common Stock, as applicable, held by a broker or custodian, may request a printed set of proxy materials.

Broadridge Financial Solutions, Inc.

51 Mercedes Way

Edgewood, New York 11717

1-833-868-3374.

Questions and Answers about the Merger

7

Regular quarterly dividends will be paid; if the Merger closes between the record date and the payment date for a dividend, FSK would pay FSKR stockholders as of the payment date.

No dividends or other distributions with respect to the FSK Common Stock will be paid to the holder of any unsurrendered shares of FSKR Common Stock with respect to the shares of the FSK Common Stock represented thereby, in each case unless such shares are surrendered in accordance with the Merger Agreement. Following surrender of any such shares of FSKR Common Stock, the record holders of such shares of FSKR Common Stock shall be entitled to receive, without interest, (1) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of FSK Common Stock represented by such shares of FSKR Common Stock and not paid and/or (2) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of FSK Common Stock represented by such shares of FSKR Common Stock with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the FSK Common Stock issuable with respect to such shares of FSKR Common Stock.

8

Each FSKR stockholder will become a stockholder of FSK in the Merger. FSKR stockholders who participate in FSKR’s dividend reinvestment plan will be deemed to have elected to participate in FSK’s dividend reinvestment plan in connection with the Merger. FSKR stockholders who do not participate in FSKR’s dividend reinvestment plan will be deemed to have elected to opt out of FSK’s dividend reinvestment plan in connection with the Merger, unless such FSKR stockholders are also stockholders of FSK who participate in FSK’s dividend reinvestment plan.

For a history of the dividends and distributions paid by FSK since June 1, 2018 and by FSKR since the listing of the FSKR Common Stock on the NYSE, see “Market Price, Dividend and Distribution Information.”

The Fund Parties have agreed to cooperate with each other and use their reasonable best efforts to take, or cause to be taken, in good faith, all actions, and to do, or cause to be done, all things necessary, including to obtain as promptly as practicable all consents, approvals, confirmations and authorizations of all third parties, in each case, that are necessary or advisable, to consummate the transactions contemplated by the Merger Agreement, including the Merger, in the most expeditious manner practicable. There can be no assurance that any permits, consents, approvals, confirmations or authorizations will be obtained or that such permits, consents, approvals, confirmations or authorizations will not impose conditions or requirements that, individually or in the aggregate, would or could reasonably be expected to have a material adverse effect on the financial condition, results of operations, assets or business of the combined company following the Merger.

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RISK FACTORS

In addition to the other information included in this document, stockholders should carefully consider the matters described below in determining whether to approve (1) in the case of FSK stockholders, (a) the FSK Merger Proposal, (b) the Merger Stock Issuance Proposal and (c) the FSK Advisory Agreement Amendment Proposal and (2) in the case of FSKR stockholders, the FSKR Merger Proposal. The information in “Risk Factors” in Part I, Item 1A of FSK’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and in Item 1A, Part II of FSK’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and September 30, 2020 is incorporated herein by reference for general risks related to FSK. The information in “Risk Factors” in Part I, Item 1A of FSKR’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and in Item 1A, Part II of FSKR’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and September 30, 2020 is incorporated herein by reference for general risks related to FSK. The risks, as set out below and incorporated by reference herein are not the only risks FSK and FSKR and, following the Merger, the combined company, face. Additional risks and uncertainties not currently known to FSK or FSKR or that they currently deem to be immaterial also may materially adversely affect their or, following the Merger, the combined company’s, business, financial condition or operating results. If any of the following events occur, FSK or FSKR or, following the Merger, the combined company’s, business, financial condition or results of operations could be materially adversely affected. See also “Incorporation by Reference” and “Where You Can Find More Information” in this joint proxy statement/prospectus.

Risks Relating to the Merger

Because the market price of FSK Common Stock will fluctuate, FSKR common stockholders cannot be sure of the market value of the Merger Consideration they will receive until the closing of the Merger.

The market value of the Merger Consideration may vary from the closing price of FSK Common Stock and FSKR Common Stock, respectively, on the date the Merger was announced, on the date that this joint proxy statement/prospectus was mailed to stockholders, on the date of the Special Meetings and on the date the Merger is completed and thereafter. Any change in the market price of FSK Common Stock prior to completion of the Merger will affect the market value of the Merger Consideration that FSKR stockholders will receive upon completion of the Merger.

Accordingly, at the time of the FSKR Special Meeting, FSKR stockholders will not know or be able to calculate the market value of the Merger Consideration they would receive upon completion of the Merger. Neither of the Fund Parties is permitted to terminate the Merger Agreement or resolicit the vote of their respective stockholders solely because of changes in the market price of shares of FSK Common Stock. There will be no adjustment to the Merger Consideration for changes in the market price of shares of FSK Common Stock. Changes in the market price of FSK Common Stock may result from a variety of factors, including, among other things, (1) general economic trends and other external factors, including the continued impact of the COVID-19 pandemic; (2) changes in regulatory policies or tax guidelines, particularly with respect to RICs or BDCs; (3) loss of RIC or BDC status; (4) changes in earnings or variations in operating results; (5) changes in the value of its portfolio of investments; (6) changes in accounting guidelines governing valuation of its investments; (7) any shortfall in revenue or net income or any increase in losses from levels expected by investors; (8) departure of its investment adviser or certain of its key personnel; and (9) loss of a major funding source. These factors are generally beyond the control of FSKR and FSK. See “Special Note Regarding Forward-Looking Statements” for other factors that could cause the market price of FSK Common Stock to change.

These factors are generally beyond the control of FSK and FSKR. Historical trading prices are not necessarily indicative of future performance. You should obtain current market quotations for shares of FSK Common Stock and FSKR Common Stock prior to the applicable Special Meeting.

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Sales of shares of FSK Common Stock after the completion of the Merger may cause the market price of FSK Common Stock to decline.

Based on the number of outstanding shares of FSKR Common Stock as of September 30, 2020, the NAV per share of FSK Common Stock and the NAV per share of FSKR Common Stock on such date, FSK would issue approximately 171.9 million shares of FSK Common Stock pursuant to the Merger Agreement. Former FSKR stockholders may decide not to hold the shares of FSK Common Stock that they will receive pursuant to the Merger Agreement. Certain FSKR stockholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of FSK Common Stock that they receive pursuant to the Merger Agreement. In addition, FSK stockholders may decide not to hold their shares of FSK Common Stock after completion of the Merger. In each case, such sales of FSK Common Stock could have the effect of depressing the market price for FSK Common Stock and may take place promptly following the completion of the Merger.

Stockholders of the Fund Parties will experience a reduction in percentage ownership and voting power in the combined company as a result of the Merger.

Stockholders of the Fund Parties will experience a substantial reduction in their respective percentage ownership interests and effective voting power in respect of the combined company relative to their respective percentage ownership interests in the Fund Parties prior to the Merger unless they hold a comparable or greater percentage ownership in the other Fund Party. Consequently, stockholders of the Fund Parties should expect to exercise less influence over the management and policies of the combined company following the Merger than they currently exercise over the management and policies of the applicable Fund Party or Fund Parties.

If the Merger is consummated, based on the number of shares of FSK Common Stock issued and outstanding on September 30, 2020, the NAV per share of FSK Common Stock and the NAV per share of FSKR Common Stock, each as of September 30, 2020, it is expected that FSK stockholders will own approximately 42% of the outstanding stock of the combined company and FSKR stockholders will own approximately 58% of the outstanding stock of the combined company. In addition, both prior to and after completion of the Merger, subject to certain restrictions in the Merger Agreement and stockholder approval, FSK may issue additional shares of FSK Common Stock (including, subject to certain restrictions under the 1940 Act, at prices below FSK Common Stock’s then current NAV per share), all of which would further reduce the percentage ownership of the combined company held by former FSKR stockholders and current FSK stockholders. In addition, the issuance or sale by FSK of shares of FSK Common Stock at a discount to NAV poses a risk of dilution to stockholders.

FSK may be unable to realize the benefits anticipated by the Merger, including estimated cost savings, or it may take longer than anticipated to achieve such benefits.

The realization of certain benefits anticipated as a result of the Merger will depend in part on the integration of FSKR’s investment portfolio with FSK’s and the integration of FSKR’s business with FSK’s. There can be no assurance that FSKR’s investment portfolio or business can be operated profitably or integrated successfully into FSK’s operations in a timely fashion or at all. The dedication of management resources to such integration may detract attention from the day-to-day business of the combined company and there can be no assurance that there will not be substantial costs associated with the transition process or there will not be other material adverse effects as a result of these integration efforts. Such effects, including, but not limited to, incurring unexpected costs or delays in connection with such integration and failure of FSKR’s investment portfolio to perform as expected, could have a material adverse effect on the financial results of the combined company.

FSK also expects to achieve certain synergies and cost savings from the Merger when the two companies have fully integrated their portfolios. It is possible that the estimates of the synergies and the potential cost savings could ultimately be incorrect. The cost savings estimates also assume FSK will be able to combine the

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operations of FSKR with its operations in a manner that permits those cost savings to be fully realized. If the estimates turn out to be incorrect or if FSK is not able to successfully combine FSKR’s investment portfolio or business with the operations of FSK, the anticipated synergies and cost savings may not be fully realized or realized at all or may take longer to realize than expected.

The Merger may trigger certain “change of control” provisions and other restrictions in contracts of the Fund Parties or their affiliates and the failure to obtain any required consents or waivers could adversely impact the combined company.

Certain agreements of the Fund Parties or their affiliates will or may require by their terms the consent or waiver of one or more counterparties in connection with the Merger. The failure to obtain any such consent or waiver may permit such counterparties to terminate, or otherwise increase their rights or any of the Fund Parties’ obligations under, any such agreement because the Merger or other transactions contemplated by the Merger Agreement may violate an anti-assignment, change of control or similar provision relating to any of such transactions. If this occurs, FSK may have to seek to replace that agreement with a new agreement or seek an amendment to such agreement. The Fund Parties cannot assure you that FSK will be able to replace or amend any such agreement on comparable terms or at all.

If any such agreement is material, the failure to obtain consents, amendments or waivers under, or to replace on similar terms or at all, any of these agreements could adversely affect the financial performance or results of operations of the combined company following the Merger, including preventing FSK from operating a material part of FSKR’s business.

In addition, the consummation of the Merger may violate, conflict with, result in a breach of provisions of, or the loss of any benefit under, constitute a default (or an event that, with or without notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation, acceleration or other change of any right or obligation (including any payment obligation) under, certain agreements of one or more of the Fund Parties. Any such violation, conflict, breach, loss, default or other effect could, either individually or in the aggregate, have a material adverse effect on the financial condition, results of operations, assets or business of the combined company following completion of the Merger.

The opinions delivered to the FSK Independent Directors and the FSKR Independent Directors from their respective financial advisors will not reflect changes in circumstances between signing the Merger Agreement and completion of the Merger.

Neither FSK nor FSKR has obtained an updated opinion as of the date of this joint proxy statement/prospectus from their respective financial advisors and neither anticipates obtaining an updated opinion prior to the Closing Date. Changes in the operations and prospects of FSK or FSKR, general market and economic conditions and other factors that may be beyond the control of FSK or FSKR, and on which their respective financial advisors’ opinions were based, may significantly alter the value of FSKR or the prices of shares of FSK Common Stock by the time the Merger is completed. The opinions do not speak as of the time the Merger will be completed or as of any date other than the date of such opinions. Because neither FSK nor FSKR currently anticipates asking their respective financial advisors to update their opinions, the opinions will not address the fairness of the Exchange Ratio from a financial point of view at the time the Merger is completed. The recommendations of the FSK Board and the FSKR Board are that their respective stockholders vote “FOR” approval of the matters described in this joint proxy statement/prospectus are made as of the date of this joint proxy statement/prospectus. For a description of the opinion that the FSK Independent Directors received from their financial advisor, see “The Merger—Opinion of FSK’s Financial Advisor.” For a description of the opinion that the FSKR Independent Directors received from their financial advisor, see “The Merger—Opinion of FSKR’s Financial Advisor.”

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If the Merger does not close, neither of the Fund Parties will benefit from the expenses incurred in its pursuit.

The Merger may not be completed. If the Merger is not completed, the Fund Parties will have incurred substantial expenses for which no ultimate benefit will have been received. Each of the Fund Parties has incurred out-of-pocket expenses in connection with the Merger for investment banking, legal and accounting fees and financial printing and other related charges, much of which will be incurred even if the Merger is not completed.

The termination of the Merger Agreement could negatively impact each of the Fund Parties.

If the Merger Agreement is terminated, there may be various consequences, including: (1) the Fund Parties’ businesses may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Merger, without realizing any of the anticipated benefits of completing the Merger, (2) in the case of FSKR, it may not be able to find a party willing to pay an equivalent or more attractive price than the price FSK agreed to pay in the Merger and (3) the market price of FSK Common Stock and/or FSKR Common Stock might decline to the extent that the market price prior to termination reflects a market assumption that the Merger will be completed.

The Merger Agreement limits the Fund Parties’ ability to pursue alternatives to the Merger.

The Merger Agreement contains provisions that limit each Fund Parties’ ability to discuss, facilitate or commit to competing third-party proposals to acquire all or a significant part of other Fund Party. These provisions, which are typical for transactions of this type, and include a termination fee by a third-party suitor of a Fund Party to the other Fund Party under certain circumstances, might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of such Fund Party from considering or proposing that acquisition even if it were prepared to pay consideration with a higher per share market price than that proposed in the Merger or might result in a potential competing acquirer proposing to pay a lower per share price to acquire a Fund Party than it might otherwise have proposed to pay.

The Merger is subject to closing conditions, including stockholder approvals, that, if not satisfied or waived, will result in the Merger not being completed, which may result in material adverse consequences to FSK’s and FSKR’s business and operations.

The Merger is subject to closing conditions, including certain approvals of FSK’s and FSKR’s respective stockholders that, if not satisfied, will prevent the Merger from being completed. The closing condition that FSK’s stockholders approve the issuance of shares of FSK Common Stock to be issued in connection with the Merger is a requirement of the NYSE and may not be waived and must be satisfied for the Merger to be completed. In addition, the Merger Agreement provides that the approval of the FSK Advisory Agreement Amendment Proposal by FSK stockholders is a condition to the closing of the Merger. FSK currently expects that all directors and executive officers of FSK will vote their shares of FSK Common Stock in favor of the Merger Stock Issuance Proposal and the Proposed FSK Advisory Agreement Amendment Proposal. If FSK’s stockholders do not approve the Merger Stock Issuance Proposal or the FSK Advisory Agreement Amendment Proposal and the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on FSK’s and FSKR’s business and operations. The closing condition that FSKR’s stockholders approve the Merger may not be waived under applicable law and must be satisfied for the Merger to be completed. FSKR currently expects that all of its directors and executive officers will vote their shares of FSKR Common Stock in favor of the FSKR Merger Proposal. If FSKR’s stockholders do not approve the Merger and the Merger is not completed, the resulting failure of the Merger could have a material adverse impact on FSKR’s and FSK’s business and operations. In addition to the required approvals of FSK’s and FSKR’s stockholders, the Merger is subject to a number of other conditions beyond FSK’s and FSKR’s control that may prevent, delay or otherwise materially adversely affect its completion. Neither FSK nor FSKR can predict whether and when these other conditions will be satisfied.

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The Fund Parties will be subject to operational uncertainties and contractual restrictions while the Merger is pending.

Uncertainty about the effect of the Merger may have an adverse effect on the Fund Parties and, consequently, on the combined company following completion of the Merger. These uncertainties may impair the Fund Parties’ abilities to motivate key personnel until the Merger is consummated and could cause those that deal with the Fund Parties to seek to change their existing business relationships with the Fund Parties. In addition, the Merger Agreement restricts the Fund Parties from taking actions that they might otherwise consider to be in their best interests. These restrictions may prevent FSK and FSKR from pursuing certain business opportunities that may arise prior to the completion of the Merger. Please see the section entitled “Description of the Merger Agreement—Conduct of Business Pending Completion of the Merger” for a description of the restrictive covenants to which the Fund Parties are subject.

The Fund Parties may waive one or more conditions to the Merger without resoliciting stockholder approval.

Certain conditions to the Fund Parties’ obligations to complete the Merger may be waived, in whole or in part, to the extent legally allowed, either unilaterally or by agreement of the Fund Parties. In the event that any such waiver does not require solicitation of stockholders, the parties to the Merger Agreement will have the discretion to complete the Merger without seeking further stockholder approval. The conditions requiring the approval of the Fund Parties’ stockholders, however, cannot be waived.

The market price of FSK Common Stock after the Merger may be affected by factors different from those affecting FSK Common Stock currently.

The businesses of FSK and FSKR differ in some respects and, accordingly, the results of operations of the combined company and the market price of FSK Common Stock after the Merger may be affected by factors different from those currently affecting the independent results of operations of each of FSK and FSKR, including a larger stockholder base. Accordingly, the historic trading prices and financial results of FSK may not be indicative of these matters for the combined company following the Merger. For a discussion of the business of FSK and of certain factors to consider in connection with its business, see “Item 1—Business” in the FSK Form 10-K. For a discussion of the business of FSKR and of certain factors to consider in connection with its business, see “Item 1—Business” in the FSKR Form 10-K. As described elsewhere in the joint proxy statement/prospectus, the risks associated with an investment in each of the Fund Parties are substantially identical.

Litigation filed against the Fund Parties in connection with the Merger could result in substantial costs and could delay or prevent the Merger from being completed.

From time to time, the Fund Parties may be subject to legal actions, including securities class action lawsuits and derivative lawsuits, as well as various regulatory, governmental and law enforcement inquiries, investigations and subpoenas in connection with the Merger. These or any similar securities class action lawsuits and derivative lawsuits, regardless of their merits, may result in substantial costs and divert management time and resources. An adverse judgment in such cases could have a negative impact on the Fund Parties’ liquidity and financial condition or could prevent the Merger from being completed.

The Merger may not be treated as a tax-free reorganization under Section 368(a) of the Code.

The Fund Parties intend that the Merger will qualify as a tax-free reorganization under Section 368(a) of the Code. If the IRS or a court determines that the Merger should not be treated as a tax-free reorganization under Section 368(a) of the Code, then a U.S. stockholder would generally recognize gains or losses for U.S. federal income tax purposes upon the exchange of FSKR Common Stock for FSK Common Stock in the Merger. For more information on certain U.S. federal income tax consequences of the Merger, see “Certain Material U.S. Federal Income Tax Consequences of the Merger.”

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COMPARATIVE FEES AND EXPENSES

Comparative Fees and Expenses Relating to the Merger

The following tables are intended to assist you in understanding the costs and expenses that an investor in the common stock of each of the Fund Parties bears directly or indirectly, and based on the assumptions set forth below, the pro forma costs and expenses estimated to be incurred by the combined company in the first year following the Merger. The Fund Parties caution you that some of the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever this document contains a reference to fees or expenses paid or to be paid by “you,” “FSK” or “FSKR,” stockholders will indirectly bear such fees or expenses as investors in FSK or FSKR, as applicable.

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The second part of the incentive fee, which is referred to as 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 applicable investment advisory and administrative services agreement). This fee equals 20.0% of the respective Fund Party’s incentive fee capital gains, which equals its realized capital gains on a cumulative basis from inception, calculated as of the end of the applicable period, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gains incentive fees. The Fund Parties accrue for the capital gains incentive fee, which, if earned, is paid annually. The Fund Parties accrue the incentive fee on capital gains based on net realized and unrealized gains; however, the fee payable to the Advisor is based on realized gains and no such fee is payable with respect to unrealized gains unless and until such gains are actually realized. The amount in the table for the Fund Parties assumes that there is no incentive fee on capital gains and is based on the net unrealized depreciation as of September 30, 2020. Such amounts are expressed as a percentage of the average net assets as of such date.

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The figure in the table for FSKR assumes that it borrows the full amount available under each financing facility as of September 30, 2020 and that the annualized weighted average borrowing costs under the financing facilities, including amortized costs and expenses, is 3.11%. Because the total assumed borrowing ($4.9 billion) represents 111% of its average net assets for the six months ended September 30, 2020 ($4.4 billion), the borrowing cost as a percentage of net assets set forth in the table above is 3.45 % (or 111% of 3.11%).

Example

The following example demonstrates the projected dollar amount of total cumulative expenses over various periods with respect to a hypothetical investment in FSK, FSKR or the combined company’s common stock following the Merger. In calculating the following expense amounts, each of FSK and FSKR has assumed that it would have no additional leverage and that its annual operating expenses would remain at the levels set forth in the tables above. Transaction expenses related to the Merger are not included in the following examples.

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The above table is to assist you in understanding the various costs and expenses that an investor in FSK, FSKR or, following the Merger, the combined company’s, common stock will bear directly or indirectly. Because the example assumes, as required by the SEC, that no subordinated incentive fee on income would be accrued and payable in any of the indicated time periods, performance will vary and may result in a return greater or less than 5%. If FSK or FSKR were to achieve sufficient returns on its investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, its expenses, and returns to its investors, would be higher. In addition, while the example assumes reinvestment of all distributions at NAV, reinvestment of distributions under the distribution reinvestment plans may occur at a price per share that differs from the then-current NAV per share of common stock of the respective company.

The example and the expenses in the table above should not be considered a representation of FSK’s, FSKR’s, or, following the Merger, the combined company’s, future expenses, and actual expenses may be greater or less than those shown.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus contains statements that constitute forward-looking statements, which relate to each of the Fund Parties or, following the Merger, the combined company, regarding future events or the future performance or future financial condition of each of the Fund Parties or, following the Merger, the combined company. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about each of the Fund Parties or, following the Merger, the combined company, their industry and their respective beliefs and assumptions. The forward-looking statements contained in this joint proxy statement/prospectus involve risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including:

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In addition, words such as “anticipate,” “believe,” “expect,” “intend,” “seek,” “plan,” “estimate,” “pro forma” and similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. The forward-looking statements contained in this joint proxy statement/prospectus involve risks and uncertainties. Actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including those factors set forth in “Risk Factors” and elsewhere in this joint proxy statement/prospectus. Other factors that could cause actual results to differ materially include:

The forward-looking statements included in this joint proxy statement/prospectus have been based on information available to the Fund Parties on the date of this joint proxy statement/prospectus. Except as required by the federal securities laws, neither of the Fund Parties undertakes any obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.

You are advised to consult any additional disclosures that the Fund Parties may make directly to you or through reports that they may file in the future with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

The forward-looking statements and projections in this joint proxy statement/prospectus, any prospectus supplement or in periodic reports either of the Fund Parties may file under the Exchange Act are excluded from the safe harbor protection provided by Section 27A of the Securities Act and Section 21E of the Exchange Act.

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CAPITALIZATION

The following table sets forth (1) FSK’s and FSKR’s actual capitalization at September 30, 2020 and (2) FSK’s capitalization as adjusted to reflect the effects of the Merger. You should read this table together with FSK’s and FSKR’s condensed consolidated financial data and the pro forma financial information included elsewhere in this joint proxy statement/prospectus.

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THE SPECIAL MEETINGS

Date, Time and Place of the Special Meetings

The FSK Special Meeting will be held at [•] [a.m. / p.m.], Eastern Time, on [•], 2021, at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112.

The FSKR Special Meeting will be held at [•] [a.m. / p.m.], Eastern Time, on [•], 2021, at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112.

Purpose of the Special Meetings

FSK

At the FSK Special Meeting, FSK stockholders will be asked to approve (1) the FSK Merger Proposal, (2) the Merger Stock Issuance Proposal and (3) the FSK Advisory Agreement Amendment Proposal.

The FSK Board, including the independent directors, unanimously recommends that the FSK stockholders vote “FOR” the FSK Merger Proposal, “FOR” the Merger Stock Issuance Proposal and “FOR” the FSK Advisory Agreement Amendment Proposal.

FSKR

At the FSKR Special Meeting, FSKR stockholders will be asked to approve the FSKR Merger Proposal.

The FSKR Board, including the independent directors, unanimously recommends that the FSKR stockholders vote “FOR” the FSKR Merger Proposal.

Record Date

The Record Date is [•], 2021. The Record Date for each of the Fund Parties is established by the board of directors of such Fund Party, and only holders of record of shares of the applicable Fund Party’s common stock at the close of business on the Record Date are entitled to receive notice of the applicable special meeting and vote at the applicable special meeting. As of the Record Date, there were [•] shares of FSK Common Stock outstanding and [•] shares of FSKR Common Stock outstanding.

Quorum and Adjournments

Under each of the Fund Parties’ charter and bylaws, stockholders of such Fund Party entitled to cast one-third of the number of votes entitled to be cast, present in person or by proxy, constitutes a quorum for the transaction of business.

Abstentions will be treated as shares of common stock of such Fund Party that are present for purposes of determining the presence of a quorum for transacting business at each Special Meeting.

In the event that a quorum is not present a Special Meeting, the chairman of the applicable Special Meeting shall have the power to adjourn such Special Meeting from time to time to a date not more than 120 days after the Record Date originally fixed for the Special Meeting without notice, other than the announcement at the applicable Special Meeting, to permit further solicitation of proxies. Any business that might have been transacted at the applicable Special Meeting originally called may be transacted at any such adjourned session(s) at which a quorum is present.

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If it appears that there are not enough votes to approve the FSK Merger Proposal, the Merger Stock Issuance Proposal or the FSK Advisory Agreement Amendment Proposal at the FSK Special Meeting, the chairman of the FSK Special Meeting may adjourn the FSK Special Meeting from time to time to a date not more than 120 days after the Record Date originally fixed for the FSK Special Meeting without notice, other than announcement at the FSK Special Meeting, to permit further solicitation of proxies.

If it appears that there are not enough votes to approve the FSKR Merger Proposal at the FSKR Special Meeting, the chairman of the FSKR Special Meeting may adjourn the FSKR Special Meeting from time to time to a date not more than 120 days after the Record Date originally fixed for the FSKR Special Meeting without notice, other than announcement at the FSKR Special Meeting, to permit further solicitation of proxies.

Vote Required

Each share of common stock held by a holder of record of the Fund Parties as of the Record Date has one vote on each matter considered at the applicable Special Meeting.

FSK

The FSK Merger Proposal

Pursuant to the Merger Agreement, the approval of the FSK Merger Proposal requires the affirmative vote of holders of (1) a majority of the outstanding shares of FSK Common Stock entitled to vote at the FSK Special Meeting and (2) a majority of the outstanding shares of FSK Common Stock unaffiliated with the Advisor and its affiliates entitled to vote at the FSK Special Meeting. Abstentions will have the same effect on the outcome of the proposal as votes against the proposal.

The Merger Stock Issuance Proposal

The approval of the Merger Stock Issuance Proposal requires the affirmative vote of holders of a majority of the votes cast by holders of FSK Common Stock at a meeting at which a quorum is present. Abstentions will have no effect on the outcome of the proposal.

The FSK Advisory Agreement Amendment Proposal

The approval of the FSK Advisory Agreement Amendment Proposal requires the approval of a majority of the outstanding shares of FSK Common Stock. Under the 1940 Act, a majority of the outstanding shares of FSK Common Stock may be the lesser of: (1) 67% of the FSK Common Stock at the FSK Special Meeting if the holders of more than 50% of the outstanding shares of FSK Common Stock are present or represented by proxy or (2) more than 50% of the outstanding shares of FSK Common Stock. Abstentions will not count as affirmative votes cast and will therefore have the same effect as votes against the FSK Advisory Agreement Amendment Proposal.

FSKR

The FSKR Merger Proposal

Pursuant to the Merger Agreement, the approval of the FSKR Merger Proposal requires the affirmative vote of holders of (1) a majority of the outstanding shares of FSKR Common Stock entitled to vote at the FSKR Special Meeting and (2) a majority of the outstanding shares of FSKR Common Stock unaffiliated with the Advisor and its affiliates entitled to vote at the FSKR Special Meeting. Abstentions will have the same effect on the outcome of the proposal as votes against the proposal.

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Voting of Management

On the Record Date, FSK’s officers and directors owned and were entitled to vote [•] shares of FSK Common Stock, representing [less than 1%] of the outstanding shares of FSK Common Stock on the Record Date. FSKR’s officers and directors owned and were entitled to vote [•] shares of FSKR Common Stock, representing less than 1% of the outstanding shares of FSKR Common Stock on the Record Date.

Voting of Proxies

A Fund Party stockholder may vote in person at the applicable Special Meeting or by proxy in accordance with the instructions provided below. A Fund Party stockholder may also authorize a proxy by telephone or through the Internet using the toll-free telephone number or web address printed on the proxy card. Authorizing a proxy by telephone or through the Internet requires Fund Party stockholders to input the control number located on the proxy card. After inputting the control number, Fund Party stockholders will be prompted to direct their proxy to vote on each proposal. Fund Party stockholders will have an opportunity to review their directions and make any necessary changes before submitting their directions and terminating the telephone call or Internet link.

Important notice regarding the availability of proxy materials for the FSK Special Meeting.

The Fund Parties’ joint proxy statement and the prospectus of FSK and the Fund Parties’ proxy cards are available at www.proxyvote.com.

Under Maryland law and each of the Fund Parties’ Bylaws, only the matters stated in the Fund Parties’ applicable Notice of Special Meeting of Stockholders will be presented for action at the applicable Special Meeting or at any adjournment or postponement of the applicable Special Meeting.

Revocability of Proxies

Submitting a proxy on the enclosed proxy card, by telephone, the Internet or any other permissible method does not preclude a Fund Party stockholder from voting in person at the applicable Special Meeting. Any Fund Party stockholder may change his, her or its vote using the Internet or telephone methods described herein, prior to the applicable cutoff time before the applicable Special Meeting, in which case only such Fund Party stockholder’s latest Internet or telephone proxy will be counted. Alternatively, a Fund Party stockholder may revoke his, her or its proxy and change his, her or its vote by signing and returning a new proxy dated as of a later date, or by attending the applicable Special Meeting and voting in person.

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However, an Fund Party stockholder’s attendance at the applicable Special Meeting will not automatically revoke his, her or its proxy, unless such Fund Party stockholder properly votes at the applicable Special Meeting, or specifically requests that his, her or its prior proxy be revoked by delivering a written notice of revocation to such Fund Party prior to the applicable Special Meeting at the following address: 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112, Attention: Stephen S. Sypherd, General Counsel and Secretary.

Solicitation of Proxies

The Fund Parties will each bear their own costs for the solicitation of proxies for their respective Special Meetings, provided that the costs and expenses of printing and mailing this joint proxy statement/prospectus will be borne equally by the Fund Parties. The Fund Parties have requested that brokers, nominees, fiduciaries and other persons holding shares of FSK Common Stock and FSKR Common Stock, as applicable, in their names, or in the name of their nominees, which are beneficially owned by others, forward the proxy materials to, and obtain proxies from, such beneficial owners.

In addition to the solicitation of proxies by mail, proxies may be solicited in person and by telephone or facsimile transmission by directors, officers or employees of Fund Parties and their respective affiliates (without special compensation therefor). Each of the Fund Parties has also retained Broadridge to assist in the solicitation of proxies, and it is expected that FSK will pay an estimated fee of approximately $[•] and FSKR will pay an estimated fee of approximately $[•], plus out-of-pocket expenses.

For more information regarding expenses related to the Merger, see “Questions and Answers about the Merger—Who is responsible for paying the expenses relating to completing the Merger?”

Dissenters’ and Appraisal Rights

Fund Party stockholders do not have the right to exercise dissenters’ or appraisal rights with respect to any matter to be voted upon at the Special Meetings.

Principal Accountants of the Fund Parties

The Fund Parties expect that a representative of Deloitte & Touche LLP will be present at each of the Special Meetings, who will have an opportunity to make a statement if he or she so chooses.

Stockholders Who Hold Their Shares in a Brokerage Account

If you are a beneficial owner whose shares are held of record by a broker, you must instruct the broker how to vote your shares. All of the proposals to be considered at the Special Meetings are non-routine matters. As a result, if you hold shares of common stock of the Fund Parties in street name through a broker, your broker will not be permitted to exercise voting discretion with respect to your shares of common stock for such proposals. For this reason, it is imperative that stockholders of the Fund Parties vote or provide instructions to their brokers as to how to vote with respect to each proposal to be considered at the applicable Special Meeting.

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THE MERGER

The discussion in this joint proxy statement/prospectus, which includes the material terms of the Merger and the principal terms of the Merger Agreement, is subject to, and is qualified in its entirety by reference to, the Merger Agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus.

General Description of the Merger

Pursuant to the terms of the Merger Agreement, at the Effective Time, Merger Sub will be merged with and into FSKR. FSKR will be the surviving corporation and will continue its existence as a corporation under the laws of the State of Maryland. As of the Effective Time, the separate corporate existence of Merger Sub will cease. Immediately after the occurrence of the Effective Time, in the Subsequent Combination, the surviving corporation will merge with and into FSK in accordance with the MGCL, with FSK as the surviving corporation.

If the Merger is consummated, each FSKR stockholder will be entitled to receive, for each share of FSKR Common Stock, that number of shares of FSK Common Stock with a NAV equal to the NAV of one share of FSKR Common Stock, in each case calculated as of the same date within 48 hours (excluding Sundays and holidays) prior to the closing of the Merger.

Following the Merger, FSK will continue its operations as conducted before the Merger.

Background of the Merger

The Fund Boards meet regularly to provide governance and oversight for the ongoing operation of the business of the Fund Parties, with a focus on investor protection and maximizing stockholder value. As part of that review and the Fund Boards’ ongoing evaluation of business opportunities, the Fund Boards have periodically considered and engaged in discussions concerning possible strategic options for the Fund Parties, including potential mergers, acquisitions, joint ventures and other similar transactions. A potential combination of FSK and FSKR was preliminarily discussed by the Fund Boards in connection with the merger of FSKR (f/k/a FS Investment Corporation II), FS Investment Corporation III, FS Investment Corporation IV and Corporate Capital Trust II in December 2019, and the subsequent listing of FSKR Common Stock on the NYSE in June 2020.

On June 30, 2020, the Fund Boards held a regular joint meeting. Representatives of each of the Advisor, Dechert LLP (“Dechert”), counsel to the Advisor and the Fund Parties, Stradley Ronon Stevens & Young, LLP (“Stradley”), independent legal counsel to the independent directors on the Fund Boards (the “Independent Directors”) and Miles & Stockbridge P.C. (“Miles & Stockbridge”), special counsel to the Fund Parties with regard to Maryland law issues, were also in attendance. Representatives of the Advisor gave an update on the Fund Parties, the industry and the recent listing of FSKR Common Stock on the NYSE. Representatives of the Advisor discussed the Advisor’s belief that there was an expectation in the market that the Fund Parties would merge. In addition, the Boards and representative of the Advisor discussed the benefits of reviewing strategic alternatives to determine the best strategic option to pursue at the time. Representatives of each of J.P. Morgan, RBCCM and two other nationally-recognized investment banks each presented to the Fund Boards regarding potentially serving as a financial advisor to one or both of the Fund Parties in connection with the Fund Boards’ potential review of strategic alternatives involving one or more of the Fund Parties. Representatives of Dechert, with support from representatives of each of Miles & Stockbridge and Stradley, reviewed governance matters with respect to the various strategic options, including the duties of the Fund Boards and process under Maryland law and the 1940 Act. The Independent Directors were tasked with considering the discussion and following up with management of the Fund Parties to facilitate responses to any additional questions or information requests in order to select which, if any, financial advisors they would like to engage if they wanted to embark on a review of strategic alternatives.

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On July 17, 2020 the Independent Directors met in executive session with representatives of Stradley to discuss the Fund Boards’ strategic options review and the presentations made by prospective financial advisors. The Independent Directors discussed the various strategic options presented to them and determined that pursuing a strategic review of the options available to the Fund Parties would be beneficial to shareholders of the Fund Parties. In addition, the Independent Directors narrowed the financial advisors to three from the four investment banks that had presented to them on strategic options of the Fund Parties and determined that a subset of the Independent Directors would meet with the remaining three investment banks to further investigate which, if any, would be chosen as financial advisor to the Fund Parties.

On July 23, 2020, the subset of Independent Directors, along with representatives of Stradley, met separately with representatives of each of the three remaining investment banks and discussed the presentations in executive session after the meetings. Following those presentations and related executive session, the Fund Boards held a regular joint meeting, at which representatives of each of the Advisor, Dechert and Stradley were also present. After the regular board meeting, the Independent Directors met in executive session with representatives of Stradley to discuss the financial advisor presentations. Following such executive session, representatives of each of the Advisor and Dechert joined the meeting. The Independent Directors discussed with representatives of the Advisor each of the financial advisors that had presented to the Fund Boards. The Independent Directors and representatives of the Advisor noted J.P. Morgan’s extensive experience in the types of transactions under consideration by the Fund Boards, and J.P. Morgan’s recent engagements (1) by FSKR in connection with the listing of FSKR Common Stock on the NYSE in June 2020, (2) by FSKR (then known as FS Investment Corporation II), FS Investment Corporation III, FS Investment Corporation IV and Corporate Capital Trust II in connection with their four-way merger in December 2019 and (3) and by FSK (then known as FS Investment Corporation) in connection with its merger with Corporate Capital Trust, Inc. in December 2018. The Independent Directors and representatives of the Advisor also discussed the strengths of RBCCM and the expected service level and attention from RBCCM. The Fund Boards then discussed qualifications and experience of all of the financial advisors, noting that all of the investment banks that presented were extremely qualified. The Fund Boards also discussed the differences in the proposed fees among the proposals by the prospective financial advisors. Management and representatives of Dechert then left the meeting and the executive session continued. Following further discussion, the Independent Directors approved engaging RBCCM as the financial advisor for the FSK Independent Directors and J.P. Morgan as the financial advisor for the FSKR Independent Directors, in each case with respect to a review of strategic alternatives, subject to receipt and review of conflicts disclosure.

Between July 23, 2020 and late August 2020, representatives of each of FSK, FSKR, Dechert, Stradley, RBCCM and J.P. Morgan negotiated engagement letters in connection with a review of strategic alternatives and a potential transaction.

On August 27, 2020, at a special telephonic meeting of the Fund Boards, the Fund Boards approved the engagement letters with RBCCM and J.P. Morgan, along with their related fees.

Following the August 27, 2020 meeting of the Fund Boards, the FSK Independent Directors entered into the engagement letter with RBCCM. On August 28, 2020, FSKR and the FSKR Independent Directors entered into the engagement letter with J.P. Morgan.

On August 28, 2020, representatives of RBCCM provided the Fund Boards with a presentation regarding, among other things, a BDC sector update and a deeper review of various strategic options. Following a review of certain financial information of FSK, representatives of RBCCM reviewed with the Fund Boards the following strategic alternatives: (1) continuation as a standalone business, (2) a potential business combination or merger transaction with a third-party, (3) a merger of FSK and FSKR and (4) potential bolt-on acquisitions.

On August 31, 2020, representatives of J.P. Morgan presented to the Fund Boards regarding BDC sector updates and a more in-depth review of the transaction alternatives available to FSKR. Following a review of

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certain financial information of FSKR and an analysis of FSKR’s stock performance following the listing of the FSKR Common Stock on the NYSE in June 2020, representatives of J.P. Morgan reviewed with the Fund Boards the following strategic alternatives: (1) continuation as a standalone business, (2) changes to FSKR’s business model proposed by the Advisor that would differentiate FSKR from its competitors or strategically position FSKR within its sector in a manner different than its current position; (3) a potential combination or merger transaction with a third-party and (4) a merger of FSK and FSKR.

On September 1, 2020, the Fund Boards met in executive session to discuss the latest presentations of RBCCM and J.P. Morgan. Following a discussion regarding the merits of all of the strategic options, the Fund Boards directed RBCCM and J.P. Morgan to present further financial analysis of a potential combination of FSK and FSKR.

On September 17, 2020, the Fund Boards held a special meeting, at which representatives of each of the Advisor, Dechert, Stradley and RBCCM were also present, to discuss the further financial analysis of the potential combination of FSK and FSKR. Representatives of RBCCM presented on certain strategic and financial implications of the potential transaction from FSK’s perspective. After the meeting, the Fund Boards along with representatives of each of the Advisor, Dechert and Stradley, met in executive session to discuss the market’s expectations with respect to the strategic options, preliminary thoughts on third quarter financials, and RBCCM’s presentation, among other things.

On September 21, 2020, the Fund Boards held a special meeting, at which representatives of each of the Advisor, Dechert, Stradley and J.P. Morgan were also present, to discuss J.P. Morgan’s further analysis of the potential combination of FSK and FSKR. At the meeting, representatives of J.P. Morgan presented on certain strategic and financial implications of the potential transaction from FSKR’s perspective.

On September 22, 2020, the Independent Directors met in executive session with representatives of Stradley to discuss the financial advisors’ presentations and analyses, the various strategic options considered and, in particular, the pros and cons for each of FSK and FSKR of a Merger between FSK and FSKR, including considerations such as the current and combined portfolios’ leverage, scale and diversification, ratings outlook, cost, funding and investment income synergies and fee structure. The Independent Directors determined to direct the financial advisors to continue their analyses of the potential Merger of the companies, specifically including analyses of appropriate fee structures for the combined entity.

On October 27, 2020, the Fund Boards held a special meeting, at which representatives of each of the Advisor, Dechert and Stradley were also present, and at which representatives of the Advisor presented on certain proposed amendments to the Existing FSK Investment Advisory Agreement and a potential Advisor fee waiver in connection with the potential combination of FSK and FSKR. In particular, representatives of the Advisor presented on the Advisor’s proposal to (1) reduce FSK’s income incentive fee rate from 20% to 17.5%, (2) reduce FSK’s incentive fee hurdle rate from 7% to 6%, (3) remove the total return lookback provision applicable to the subordinated incentive fee on income from the FSK advisory agreement and (4) waive $75 million of income incentive fees over the first five full quarters of operations following the closing of the Merger. Representatives of the Advisor presented on the anticipated consequences of the Merger and the proposed amendments to the Existing FSK Investment Advisory Agreement. The Independent Directors met in executive session following the meeting with representatives of each of the Advisor, Dechert and Stradley to discuss the specific amendments to the Existing FSK Investment Advisory Agreement.

On October 29, 2020, the Independent Directors met with representatives of Stradley prior to a regularly scheduled board meeting to discuss the Advisor’s proposal with respect to the proposed terms of the new FSK investment advisory agreement including, specifically, the removal of the lookback provisions.

On November 5, 2020, the Fund Boards held a special meeting, at which representatives of each of the Advisor, Dechert, Stradley, RBCCM and J.P. Morgan were also present. Representatives of each of RBCCM and

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J.P. Morgan presented on the financial implications of the proposed amendments to the Existing FSK Investment Advisory Agreement and proposed income incentive fee waiver and provided analysis comparing the financial terms of the proposed FSK investment advisory agreement to the Existing FSK Investment Advisory Agreement and to the fee structures of other BDCs. In addition, at the specific request of the Boards, RBCCM and J.P. Morgan discussed the removal of the look-back provision from the agreement and the potential financial effect of that removal to the shareholders of the proposed combined entity.

On November 9, 2020, representatives of Stradley, on behalf of the Independent Directors, provided comments on the Merger Agreement to Dechert.

On November 10, 2020, following discussion among the Independent Directors, the Independent Directors informed representatives of the Advisor of their general agreement to the Advisor’s proposed amendment to the Existing FSK Investment Advisory Agreement, provided that the 7% incentive fee hurdle rate remain unchanged and that the Advisor increase the size of its incentive fee waiver from $75 million to $90 million in order to help offset the effects of the removal of the lookback on the shareholders of the combined entity at least for the next few years.

On November 11, 2020, a representative of the management of the Fund Parties sent to the Fund Boards a draft of the merger agreement, and a summary of its principal terms, prepared by representatives of Dechert. On such date, the Fund Boards held a special meeting at which representatives of each of the Advisor, Dechert and Stradley were also present. Representatives of the Advisor confirmed the Advisor’s agreement to the Independent Directors’ proposal with respect to the FSK investment advisory agreement and increased the proposed fee waiver from $75 million to $90 million and representatives of Dechert presented on the principal terms of the Merger Agreement to the Fund Boards.

On November 13, 2020, management of the Fund Parties distributed to the Fund Boards an updated draft of the merger agreement, an updated summary of the merger agreement prepared by representatives of Dechert, and a draft of the Proposed FSK Investment Advisory Agreement.

On November 18, the Fund Boards held a special meeting with representatives of each of the Advisor, Dechert, Stradley and J.P. Morgan at which representatives of J.P. Morgan presented to the FSKR Independent Directors J.P. Morgan’s preliminary financial analysis of the Merger, taking into account the proposed changes to the Existing FSK Investment Advisory Agreement and the proposed Incentive Fee Waiver (as defined below). The Fund Boards and representatives of each of the Advisor, Dechert and Stradley then met with RBCCM, which presented to the FSK Independent Directors RBCCM’s preliminary financial analysis of the Merger, taking into account the proposed changes to the Existing FSK Investment Advisory Agreement and the proposed Incentive Fee Waiver (as defined below). The members of the Fund Boards discussed the analyses with the financial advisors in detail.

On November 19, the Fund Boards held a special meeting. All of FSK’s directors were present. Representatives of each of the Advisor, RBCCM, J.P. Morgan, Dechert and Stradley were also in attendance. Following a discussion and a presentation by representatives of RBCCM, RBCCM rendered an oral opinion, which was subsequently confirmed by delivery of a written opinion, dated November 19, 2020, to the FSK Independent Directors that, as of the date of such opinion, and based on and subject to the assumptions, qualifications, limitations and other matters set forth therein, the RBCCM September Exchange Ratio was fair, from a financial point of view, to FSK, as more fully described in the section entitled “The Merger – Opinion of FSK’s Financial Advisor.” Thereafter, the FSK Independent Directors and the FSK Board (following the unanimous recommendation of the FSK Independent Directors), by the unanimous vote of the directors present, (1) approved and adopted the Merger Agreement, (2) determined that the Merger, the Merger Agreement and the transactions contemplated thereby, including the issuance of shares of FSK Common Stock thereunder, are advisable and in the best interest of FSK and its stockholders, (3) determined that the merger transaction would satisfy the requirements of Rule 17a-8 under the 1940 Act and (4) approved a Proposed FSK Investment Advisory Agreement to become effective upon the closing of the Merger and subject to FSK stockholder approval. The FSK Board then directed that such matters be submitted to FSK stockholders for approval and recommended that the FSK stockholders vote to approve the Merger, the Merger Agreement and the transactions contemplated thereby.

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At the same meeting (at which all of FSKR’s directors were present), following a discussion and a presentation by representatives of J.P. Morgan of its financial analyses with respect to the fairness to the FSKR stockholders of the J.P. Morgan September Exchange Ratio, J.P. Morgan rendered to the FSKR Independent Directors its oral opinion, which was subsequently confirmed by delivery of its written opinion, dated November 19, 2020, to the effect that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the J.P. Morgan September Exchange Ratio was fair, from a financial point of view, to the holders of FSKR Common Stock other than the Advisor and its other affiliates, as more fully described in the section entitled “The Merger—Opinion of FSKR’s Financial Advisor.” Thereafter, the FSKR Independent Directors and the FSKR Board (following the unanimous recommendation of the FSKR Independent Directors), by the unanimous vote of the directors present, (1) approved and adopted the Merger Agreement, (2) determined that the Merger, the Merger Agreement and the transactions contemplated thereby are advisable and in the best interest of FSKR and its stockholders and (3) determined that the merger transaction would satisfy the requirements of Rule 17a-8 under the 1940 Act. The FSKR Board then directed that such matters be submitted to FSKR stockholders for approval and recommended that FSKR stockholders vote to approve the Merger, the Merger Agreement and the transactions contemplated thereby.

On November 23, 2020, FSK, FSKR and the Advisor executed and delivered the Merger Agreement. On November 24, 2020 the Advisor issued a press release announcing the execution of the Merger Agreement.

Reasons for the Merger

At the request of the Fund Boards, representatives of each of the Advisor and RBCCM presented to the FSK Board, and representatives of each of the Advisor and J.P. Morgan presented to the FSKR Board, information regarding strategic alternatives available to FSK and FSKR, respectively, at various telephonic meetings of the Fund Boards and executive sessions. In connection with these meetings, representatives of the Advisor provided to the Fund Boards extensive information regarding financial information of FSK and FSKR that could be relevant to the potential strategic alternatives including the potential Merger, and the anticipated effect of each of the strategic alternatives, both in the short term and over the longer term. Over the course of their review of the materials and information provided and their consideration of the Merger, the Fund Boards consulted with management of the Fund Parties and representatives of each of the Advisor, the Fund Parties’ legal counsel and their respective financial advisors. In addition, the Independent Directors were advised by Stradley regarding the nature and adequacy of the information provided, including the terms of the Merger Agreement and their duties under federal and state law in considering the strategic alternatives and ultimately approving the Merger. The Fund Boards considered numerous factors, including but not limited to those described below, in connection with their consideration and approval of the Merger Agreement and the transactions contemplated thereby, including the Merger. On November 19, 2020, each Fund Board, including all of the Independent Directors, unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are in the best interests of the applicable Fund Party and are advisable and in the best interests of the applicable Fund Party’s stockholders, and that the interests of the applicable Fund Party’s existing stockholders will not be diluted as a result of the Merger.

In considering the Merger Agreement and the transactions contemplated thereby, including the Merger, the Fund Boards reviewed detailed comparative information about the Fund Parties provided by the Advisor including, among other items: (1) their investment goals, strategies, policies and restrictions; (2) their individual holdings, the asset mix of each Fund Party’s portfolio and the quality of such holdings; (3) their existing leverage facilities; (4) their short-term and long-term investment performance history; (5) their net investment income and quality of earnings and the anticipated effect of the Merger on future net investment income and quality of earnings; (6) the amount of past distributions and distribution coverage and the anticipated effect of the Merger on future distributions and distribution coverage; (7) their respective expense ratios and (8) the current and historical discount at which the shares of each Fund Party trades. In addition, the Fund Boards reviewed comprehensive information provided by the Advisor regarding the anticipated immediate benefits and possible risks to each of the Fund Parties as a result of the Merger, and the anticipated investment, market and financial

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synergies to be experienced by the combined company in the short term and over the longer term. With respect to the potential impacts to FSK and its stockholders as a result of the Merger, the FSK Board also considered information and analysis from RBCCM, including its opinion to the FSK Independent Directors that the RBCCM September Exchange Ratio (as defined below) was fair, from a financial point of view, to FSK. With respect to the potential impacts to FSKR and its stockholders as a result of the Merger, the FSKR Board also considered information and analysis from J.P. Morgan, including its opinion to the FSKR Independent Directors that the J.P. Morgan September Exchange Ratio was fair, from a financial point of view, to the holders of FSKR Common Stock other than the Advisor and its other affiliates.

Each Fund Board, including all of the Independent Directors, weighed various anticipated benefits and possible risks in considering the Merger, both with respect to the immediate effects of the Merger on each Fund Party and its stockholders and with respect to the potential benefits that could be experienced by the combined company after the Merger. In weighing these various benefits and risks, each Fund Board considered the benefits and risks related to the participation of each Fund Party in the Merger on a Fund Party-by-Fund Party basis. Some of the material factors considered by the Fund Boards that assisted it in concluding that the Merger is advisable and in the best interests of the Fund Parties and their stockholders included, among others:

Increased Scale and Operating Leverage

The Fund Boards recognized that, following the Merger, the combined company would be the second largest BDC by assets under management and the largest BDC by NAV, each as of September 30, 2020. In addition, the Fund Boards noted the advice of the Advisor that, as a result of the Merger, the combined company would have $3 billion of committed capital available for new investment opportunities. The Fund Boards noted that the combined company would be able to benefit from its increased size and investable capital, and would be well positioned to harvest the benefits of scale going forward following the Merger.

Portfolio Diversification and Asset Mix

The Fund Boards noted the Fund Parties’ holdings overlap to a large extent. The Fund Boards considered that, despite this overlap, the combined company would have a portfolio that is more diversified than the portfolio of either Fund Party on a standalone basis. The Fund Boards noted that the combined company would continue to have a portfolio primarily focused on senior secured debt.

Reduction in Fees and Expenses.

The Fund Boards considered that, as a result of the Merger Agreement, the ratio of the combined company’s fixed costs (e.g., printing and mailing of periodic reports and proxy statements, legal expenses, insurance, audit fees and other expenses) to assets is expected to be lower than the current expense ratio of either of the Fund Parties on a standalone basis. The Fund Boards noted that, if the Merger is approved, the fixed costs and expenses would be spread across a larger asset base and duplicative fixed costs would be eliminated. As a result, although certain one-time costs would be borne by the Fund Parties’ stockholders in connection with the Merger, the annual operating expenses borne by the Fund Parties’ stockholders on a pro rata basis is expected to be reduced in part by the reduction in general and administrative expenses. The Fund Boards and their respective Independent Directors found that the expected decrease in the expense ratio of the combined company would benefit the stockholders of each Fund Party if the Merger is consummated. In addition, the Fund Boards carefully considered the proposed changes to the Existing FSK Investment Advisory Agreement, including the proposed reduction in the income incentive fee rate, $90 million fee waiver and the removal of the look-back provisions, and the anticipated net effect of those changes on the combined company based on management’s projections. See “FSK Proposal 3: Approval of the FSK Advisory Agreement Amendment Proposal” for a discussion of the proposed amendments to the Existing FSK Investment Advisory Agreement.

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Enhanced Stock Liquidity and Analyst Coverage.

As the Merger contemplates an equity issuance that will significantly increase FSK’s market capitalization, the FSK Board considered that there is a potential for greater secondary market liquidity for FSK Common Stock, which may result in tighter bid ask spreads and increased trading volume. The Fund Boards noted that FSK’s increased profile could result in additional market coverage of FSK by financial analysts and, potentially, an increased focus by current and potential investors on FSK, including institutional investors. In addition, the Fund Boards considered the discount at which the FSK Common Stock and FSKR Common Stock each trade as compared to its respective NAV and considered that the increased profile and coverage could potentially result in a narrowing or reversal of that discount.

Deleveraging and Improved Access to Lower-Cost Debt Financing

The Fund Boards considered that the Merger is expected unlock capital for deployment, and provide the surviving corporation with the opportunity to take advantage of attractive near-term investment opportunities. Moreover, the Fund Boards considered that the Merger is expected to provide greater access to debt financing, including unsecured debt financing, at more attractive pricing, should the surviving corporation elect to increase its borrowings, and is expected to allow FSK, in addition to reducing the percentage of its capital structure financed by debt, to also reduce the complexity of its capital structure, while also increasing the flexibility and efficiency of its debt financing facilities. The FSK Board noted that, as a result of the Merger, the annual operating expenses borne by FSK stockholders on a pro rata basis are expected to be reduced in part due to improved access to lower-cost debt financing. The FSKR Board noted that, while the surviving corporation would have more leverage as a result of the Merger, the leverage profile of the surviving corporation would be appropriate for FSKR and would be outweighed by the overall benefits to be derived by FSKR as a result of the Merger.

Investment Strategies and Risks

The Fund Boards reviewed the Fund Parties’ investment programs and noted that they have substantially identical investment objectives, strategies and risks and that each focuses primarily on making senior secured credit investments in privately-held middle-market companies. The Fund Boards considered that the Fund Parties are each managed by the Advisor and, after the Merger, the stockholders of each Fund Party would be invested in a similarly structured investment vehicle and that the Advisor would continue to advise the surviving corporation with the same investment philosophy.

Advisor

The Fund Boards considered that the combined company would have the same Advisor and management team. The Fund Boards believed that, because there would be no change in the investment adviser, the combined company and the Fund Parties’ stockholders would receive the same quality of services from the Advisor as they are currently receiving and would continue to benefit from the experience and expertise of its current portfolio management and credit team. In this regard, the Fund Boards viewed favorably the overall investment and operational performance of the Advisor since taking over the management of the Fund Parties in April 2018, as well as the Advisor’s demonstrated competence in evaluating the Merger for the benefit of stockholders of each of the Fund Parties. The Fund Boards also considered the benefits of the Advisor’s understanding of the underlying familiarity with the entire pro forma portfolio.

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No Dilution and Opinion of the Financial Advisors

The Fund Boards considered that the Merger will be executed on a NAV-for-NAV basis (determined shortly before the Closing Date on the basis of methodologies that were considered and approved by the Fund Boards) and therefore the Fund Parties’ existing stockholders will not be diluted on a NAV basis as a result of the Merger. The FSK Board considered RBCCM’s oral opinion as rendered to the FSK Independent Directors on November 19, 2020, which was subsequently confirmed by delivery of a written opinion, dated November 19, 2020, that, as of the date of such opinion, and based on and subject to the assumptions, qualifications, limitations and other matters set forth therein, the RBCCM September Exchange Ratio, was fair, from a financial point of view to FSK, as more fully described in the section entitled “The Merger—Opinion of FSK’s Financial Advisor.” Additionally, the FSKR Board considered J.P. Morgan’s oral opinion as rendered to the FSKR Independent Directors on November 19, 2020, which was subsequently confirmed by delivery of a written opinion, dated November 19, 2020, that, as of the date of such opinion and based on and subject to the assumptions made, matters considered and limitations set forth therein, the J.P. Morgan September Exchange Ratio, was fair, from a financial point of view, to the holders of FSKR Common Stock other than the Advisor and its other affiliates, as more fully described in the section entitled “The Merger—Opinion of FSKR’s Financial Advisor.”

Positioning of Combined Company Following the Merger and Future Optionality

The Fund Boards considered the positioning of the combined company as compared to each Fund Party on a standalone basis, as compared to standalone differentiated portfolios and as compared to bolt-on acquisitions by each of the Fund Parties. The Fund Boards also considered that the Merger does not limit the strategic alternatives available for the combined company following the Merger and may enhance the optionality the combined company would have as compared to either individual Fund Party, including with respect to future bolt-on acquisitions.

Tax-Free Reorganization

The Fund Boards considered that the Merger is anticipated to be treated as a tax-free reorganization for U.S. federal income tax purposes and the Fund Parties’ stockholders are not expected to recognize any gain or loss for U.S. federal income tax purposes as a result of the Merger, except with respect to any cash received in lieu of fractional shares.

Other Considerations

The Fund Boards noted that the Merger is not expected to affect the ability of each of the Fund Parties to comply with its respective regulatory obligations, including its ability to maintain appropriate leverage and continue to operate in compliance with the asset coverage requirements set forth in the 1940 Act and to pay dividends required of RICs.

When considering the information described above, including all of the anticipated effects of the Merger on each Fund Party and its respective stockholders and the related pro forma information, the Fund Boards noted that information based on projections and assumptions may be incorrect, is subject to change, and may fluctuate over time. The Fund Boards acknowledged that the pro forma information and the projections and assumptions on which the potential expenses, earnings, yield and dividend information, among others, is based depends on many factors and variables, including among other things, asset mix, the performance of individual investments, changing cost of service providers, portfolio turnover level, leverage, the cost of leverage, changes in interest rates and general market conditions. The Fund Boards noted that there is no assurance that any of the potential benefits to the Fund Parties or their respective stockholders as a result of the Merger will be realized, including any anticipated synergies, and that the combined company could experience detrimental effects that had not been anticipated.

In the course of their deliberations, the Fund Boards also considered a variety of risks and other potentially negative factors, including, but not limited to (and which are not in any relative order of importance): (1) that it

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would be possible that the Merger may not be completed or may be delayed; (2) that certain restrictions may be imposed on the conduct of the Fund Parties’ businesses prior to completion of the Merger, requiring the Fund Parties to conduct their respective businesses only in the ordinary course of business in all material respects, subject to specific limitations, which could delay or prevent the Fund Parties from undertaking business opportunities that may arise pending completion of the Merger; (3) the existing relationship between the Fund Parties and the Advisor and potential conflicts of interest in connection with the Merger; (4) in general, each Fund Party will be responsible for expenses incurred by such Fund Party in connection with the Merger and the completion of the transactions contemplated by the Merger Agreement, whether or not the Merger is consummated, including such Fund Party’s allocated portion of costs and expenses of any filing and other fees payable by the Fund Parties to the SEC in connection with the Merger; (5) the possibility that demands on management resources during the period prior to completion of the Merger may adversely affect the Fund Parties businesses; (6) that FSKR stockholders are not entitled to appraisal rights under Maryland law; and (7) various other risks, including those described in the section entitled “Risk Factors” and in the section entitled “Special Note Regarding Forward-Looking Statements.”

This discussion of the information and factors that the Fund Boards considered in making their decision is not intended to be exhaustive, but includes the material factors considered by the Fund Boards. Because of the wide variety of factors considered in connection with its evaluation of the Merger and Merger Agreement and the complexity of those matters, the Fund Boards did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative weights to these factors. In addition, the individual members of the Fund Boards may have given different weights to different factors.

Each of the Fund Boards, including the Independent Directors of each Fund Board, considered all of these factors and others as a whole and, on balance, determined that the Merger is advisable and in the best interests of such Fund Party’s stockholders and unanimously approved the Merger and the Merger Agreement.

FSK Board Recommendation

The FSK Board, including the FSK Independent Directors, has unanimously approved the Merger, the Merger Agreement and the transactions contemplated thereby, the issuance of shares of FSK Common Stock in connection with the Merger and the Proposed FSK Investment Advisory Agreement, and declared the Merger, the Merger Agreement and the transactions contemplated thereby to be advisable and in the best interests of FSK and the FSK stockholders, and unanimously recommends that FSK stockholders vote (1) “FOR” the FSK Merger Proposal, (2) “FOR” the FSK Stock Issuance Proposal and (3) the “FOR” the FSK Advisory Agreement Amendment Proposal.

FSKR Board Recommendation

The FSKR Board, including the FSKR Independent Directors, has unanimously approved the Merger, the Merger Agreement and the transactions contemplated thereby, and determined them to be advisable and in the best interests of FSKR and the FSKR stockholders, and unanimously recommends that the FSKR stockholders vote “FOR” the FSKR Merger Proposal.

Opinion of FSK’s Financial Advisor

On November 19, 2020, RBCCM rendered an oral opinion, which was subsequently confirmed by delivery of a written opinion, dated November 19, 2020, to the FSK Independent Directors that, as of the date of such opinion, and based on and subject to the assumptions, qualifications, limitations and other matters set forth therein, the RBCCM September Exchange Ratio was fair, from a financial point of view, to FSK. The full text of RBCCM’s written opinion, dated November 19, 2020, is attached to this joint proxy statement/prospectus as Annex B and constitutes part of this joint proxy statement/prospectus. For the avoidance of doubt, RBCCM

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expressed no opinion as to the Merger Consideration or as to the Exchange Ratio, as calculated as of the Determination Date. RBCCM’s opinion was approved by RBCCM’s Fairness Opinion Committee. This summary of RBCCM’s opinion is qualified in its entirety by reference to the full text of the opinion. FSK urges holders of FSK Common Stock to read RBCCM’s opinion carefully in its entirety for a description of the assumptions made, procedures followed, matters considered and limitations and qualifications of the review undertaken by RBCCM.

RBCCM’s advice (written or oral) and opinion were provided for the benefit, information and assistance of the FSK Independent Directors (in their capacity as such) in connection with their evaluation of the Merger. RBCCM’s opinion did not address the underlying business decision of FSK to engage in the Merger or the relative merits of the Merger compared to any alternative business strategy or transaction that may be available to FSK or in which FSK might engage. RBCCM’s opinion does not constitute an opinion or recommendation to any holder of FSK Common Stock as to how any such holder should vote or act with respect to the Merger or any proposal to be voted upon in connection with the Merger or otherwise.

RBCCM’s opinion addressed the fairness, from a financial point of view and as of the date thereof, of the RBCCM September Exchange Ratio (to the extent expressly specified therein), without regard to individual circumstances of specific holders that may distinguish such holders or the securities of FSK held by such holders. RBCCM’s opinion did not in any way address any other terms, conditions, implications or other aspects of the Merger or the Merger Agreement, including, without limitation, the form or structure of the Merger or any other agreement, arrangement or understanding to be entered into in connection with, or contemplated by, the Merger or otherwise, including the Proposed FSK Investment Advisory Agreement. RBCCM did not express any opinion or view with respect to, and relied upon the assessments of, FSK and its representatives regarding, legal, regulatory, tax, accounting and similar matters, as to which RBCCM understood that FSK had obtained such advice as it deemed necessary from qualified professionals. In rendering its opinion, RBCCM did not express any view on, and its opinion did not address, the fairness of the amount or nature of the compensation (if any) or other consideration to any officers, directors or employees of any party, or class of such persons, relative to the value implied by the RBCCM September Exchange Ratio or otherwise. In connection with its opinion, RBCCM was not requested to, and did not, undertake a third-party solicitation process on FSK’s behalf with respect to the acquisition of all or part of FSK.

In rendering its opinion, RBCCM assumed and relied upon the accuracy and completeness of all information that was reviewed by RBCCM, including all financial, legal, tax, accounting, operating and other information provided to, or discussed with, RBCCM by, or on behalf of, FSK or FSKR (including, without limitation, financial statements and related notes), and upon the assurances of management of FSK and FSKR and other representatives of FSK and FSKR that they were not aware of any relevant information that had been omitted or that remained undisclosed to RBCCM. RBCCM did not assume responsibility for independently verifying, and did not independently verify, such information. RBCCM also assumed that the financial projections and other estimates and data that it was directed to utilize in its analyses, including the potential cost savings, revenue enhancements and other benefits anticipated by management of FSK and FSKR to be realized from the Merger, including the benefits resulting from the revisions to the Existing FSK Investment Advisory Agreement and the Incentive Fee Waiver (as defined below) (referred to collectively as, the “Synergies”), were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of FSK and FSKR as to the future financial performance of, and were a reasonable basis upon which to evaluate, FSK, FSKR, the potential Synergies, potential pro forma effects of the Merger and the other matters covered thereby. RBCCM further assumed that the financial results reflected therein, including the Synergies, will be realized in the amounts and at the times projected. RBCCM did not express any opinion as to any such financial projections and other estimates and data or the assumptions upon which they were based. RBCCM assumed that there will be no developments with respect to any of the foregoing that would have an adverse effect on FSK, FSKR or the Merger (or the contemplated benefits thereof) or that otherwise would be meaningful in any respect to its analyses or opinion.

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In connection with its opinion, RBCCM did not assume any responsibility to perform, and did not perform, an independent valuation or appraisal of any of the assets or liabilities (contingent, off-balance sheet, accrued, derivative or otherwise) of or relating to FSK, FSKR or any other entity and RBCCM was not furnished with any such valuations or appraisals. RBCCM did not assume any obligation to conduct, and did not conduct, any physical inspection of the property or facilities of FSK, FSKR or any other entity. RBCCM did not investigate, and made no assumption regarding, any litigation or other claims affecting FSK, FSKR or any other entity. RBCCM did not evaluate the solvency or fair value of FSK, FSKR or any other entity under any state, federal or other laws relating to bankruptcy, solvency or similar matters.

RBCCM assumed that the Merger will be consummated in accordance with the terms of the Merger Agreement and in compliance with all applicable laws, documents and other requirements, without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of obtaining the necessary governmental, regulatory or third party approvals, consents, releases, waivers and agreements for the Merger, no delay, limitation, restriction or condition will be imposed or occur, including any divestiture or other requirements, that would have a material adverse effect on FSK, FSKR or the Merger (including the contemplated benefits thereof) or that otherwise would be meaningful in any respect to its analyses or opinion. RBCCM also assumed that the Merger will qualify for the intended tax treatment contemplated by the Merger Agreement. In addition, RBCCM assumed that the final executed Merger Agreement would not differ, in any respect meaningful to its analyses or opinion, from the draft that it reviewed.

RBCCM’s opinion speaks only as of the date thereof, is based on the conditions as they existed and information supplied or reviewed as of the date thereof, and is without regard to any market, economic, financial, legal, or other circumstances or event of any kind or nature which may exist or occur or may have existed or occurred after such date. RBCCM did not undertake any obligation to update, revise or reaffirm its opinion for events occurring after the date thereof. RBCCM’s opinion, as set forth therein, relates to the relative values of FSK and FSKR. RBCCM did not express any opinion as to the actual value of FSK Common Stock when issued or distributed in the Merger or the price or range of prices at which FSK Common Stock, or any other securities of FSK may trade or otherwise be transferable at any time, including following announcement or consummation of the Merger. As the FSK Independent Directors were aware, the credit, financial and stock markets, and the industries in which FSK and FSKR operate have experienced, and continue to experience, volatility and RBCCM expressed no opinion or view as to any potential effects of such volatility on FSK or FSKR (or their respective businesses) or the Merger (including the contemplated benefits thereof).

For the purposes of rendering its opinion, RBCCM undertook such review, inquiries, and analyses as it deemed necessary or appropriate under the circumstances, including the following:

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In connection with RBCCM’s fairness determination, management of FSK and FSKR directed RBCCM to base its analyses and its opinion on (1) financial information, dated as of September 30, 2020, regarding the NAVs of each of FSK (which value was approximately $3,027,000,000) and FSKR (which value was approximately $4,207,000,000) and (2) the number of issued and outstanding shares, as of September 30, 2020, of FSK Common Stock (which number was 123,755,965) and FSKR Common Stock (which number was 170,597,301). If those were the NAVs and shares outstanding as of the Determination Date (which would result in an NAV per share of FSK Common Stock of $24.46 and an NAV per share of FSKR Common Stock of $24.66), each share of FSKR Common Stock entitled to be converted into the right to receive shares of FSK Common Stock, would be converted into the right to receive 1.0082 shares of FSK Common Stock (the “RBCCM September Exchange Ratio”). No adjustments were made to the NAVs described above to account for estimated transaction expenses for each of FSKR and FSK and in the case of FSKR, a pre-Merger tax distribution.

Set forth below is a summary of the material financial analyses performed by RBCCM in connection with rendering its opinion, as delivered to the FSK Independent Directors in connection with their meeting on November 19, 2020. The order of analyses described does not represent relative importance or weight given to those analyses by RBCCM. Some of the summaries of the financial analyses include information presented in tabular format. To fully understand the summary of the analyses used by RBCCM, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the analysis.

For purposes of its analyses, RBCCM reviewed a number of financial and operating metrics, including:

Unless the context indicates otherwise, the analyses described below were calculated using the following: (1) closing price of FSK Common Stock and FSKR Common Stock, and the closing prices of selected BDCs as of November 17, 2020; (2) historical balance sheet data for (a) FSK and FSKR as of September 30, 2020, and (b) the selected public companies based on publicly available information for each company as of the most recent quarter for which such information was available as of November 17, 2020; (3) estimated 2021 (“2021E”) dividend estimates for the selected public companies (and, where indicated, each of FSK and FSKR) based on median consensus Wall Street analyst estimates (“Consensus”), publicly available as of November 17, 2020. Financial and operating data for the respective parties to the Merger Agreement derived from the selected transactions analysis described below were calculated as of the announcement date of the relevant transaction based, in part, on the implied purchase prices announced on such date for the selected transactions, and otherwise based on publicly available information for each company as of the most recent quarter prior to the announcement of the applicable transaction for which such information was available or as otherwise subsequently publicly disclosed by the relevant merger parties. Accordingly, this information may not reflect current or future market conditions.

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FSK Financial Analysis

Public Company Analysis. RBCCM reviewed certain financial and operating information and implied trading multiples and implied Dividend Yields for selected publicly traded companies as compared to the corresponding information and implied trading multiples and implied Dividend Yields for FSK. In choosing the selected companies, RBCCM considered publicly traded BDCs that are externally managed with greater than $2.5 billion of total investments. In this analysis, RBCCM compared, among other things, (1) multiple of price per share of common stock to Book Value and (2) 2021E Dividend Yield. The results of this analysis are summarized in the following table:

This analysis produced implied per share value reference ranges for FSK Common Stock consisting of Book Value multiples ranging from 0.62x to 1.12x and 2021E Dividend Yields ranging from 8.4% to 14.6%, which indicated the following implied per share value reference ranges for FSK Common Stock, compared to the closing price of FSK Common Stock on November 17, 2020:

Dividend Discount Analysis. RBCCM performed a dividend discount analysis (“DDA”) of FSK, on a standalone basis (“FSK DDA”), by calculating the estimated net present value, as of September 30, 2020, of the after-tax free cash flows of FSK available for dividends from September 30, 2020 through December 31, 2025 (using mid-year convention), based on the FSK Projections.

RBCCM used discount rates ranging from 10.0% to 12.0%, based on an estimated cost of equity using CAPM, as well as applying a size premium, and a terminal value at the end of the forecast period, using terminal multiples ranging from 0.60x to 1.00x based on estimated Book Value per share of common stock as of December 31, 2025. RBCCM selected the terminal multiples based on a review of the price per Book Value multiples for the selected companies referred to above under “FSK Financial Analysis — Public Company

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Analysis”. The FSK DDA indicated the following implied per share value reference range as compared to the closing price of FSK Common Stock on November 17, 2020 and to the NAV per share of FSK Common Stock as of September 30, 2020:

FSKR Financial Analysis

Public Company Analysis. RBCCM reviewed certain financial and operating information and implied trading multiples and implied Dividend Yields for selected publicly traded companies as compared to the corresponding information and implied trading multiples and implied Dividend Yields for FSKR. In choosing the selected companies, RBCCM considered publicly traded BDCs that are externally managed with greater than $2.5 billion in investments. In this analysis, RBCCM compared, among other things, (a) multiple of price per share of common stock to Book Value and (b) 2021E Dividend Yield. The results of this analysis are summarized in the following table:

This analysis produced implied per share value reference ranges for FSKR Common Stock consisting of Book Value multiples ranging from 0.62x to 1.12x and 2021E Dividend Yields ranging from 8.4% to 15.7%, which indicated the following implied per share value reference ranges for FSKR Common Stock, compared to the closing price of FSKR Common Stock on November 17, 2020:

Dividend Discount Analysis. RBCCM performed a DDA of FSKR, on a standalone basis (“FSKR DDA”), by calculating the estimated net present value, as of September 30, 2020, of the after-tax free cash flows of FSKR available for dividends from September 30, 2020 through December 31, 2025 (using mid-year convention), based on the FSKR Projections.

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RBCCM used discount rates ranging from 10.0% to 12.0%, based on an estimated cost of equity using CAPM, as well as applying a size premium, and a terminal value at the end of the forecast period, using terminal multiples ranging from 0.60x to 1.00x based on estimated Book Value per share of common stock as of December 31, 2025. RBCCM selected the terminal multiples based on a review of the price per Book Value multiples for the selected companies referred to above under “FSKR Financial Analysis — Public Companies Analysis.” The FSKR DDA indicated the following implied per share value reference range as compared to the closing price of FSKR Common Stock on November 17, 2020 and to the NAV per share of FSKR Common Stock as of September 30, 2020:

Implied Exchange Ratio Analysis

RBCCM calculated certain implied exchange ratio reference ranges for the Merger.

Selected Public Companies Exchange Ratio Analysis. Based on the per share value reference ranges for FSK Common Stock and FSKR Common Stock implied by the selected publicly traded companies analyses described above for which the same financial metrics were applied, and the corresponding assumptions underlying each such analysis, RBCCM calculated implied exchange ratio reference ranges. In each case, the low end of each implied ratio reference range was calculated by dividing the low end of the applicable FSKR Common Stock implied per share value reference range by the high end of the applicable FSK Common Stock implied per share value reference range, and the high end of each implied exchange ratio reference range was calculated by dividing the high end of the applicable FSKR Common Stock implied per share value reference range by the low end of the applicable FSK Common Stock implied per share value reference range. The analysis indicated the following implied reference ranges as compared to the RBCCM September Exchange Ratio in the Merger:

Dividend Discount Analysis. Based on the per share value reference ranges for FSK Common Stock and FSKR Common Stock implied by the DDAs described above, and the corresponding assumptions underlying each such DDA, RBCCM calculated implied exchange ratio reference ranges. RBCCM calculated such implied exchange ratio reference range as follows: the low end of the implied exchange ratio reference range was calculated by dividing the low end of the FSKR Common Stock standalone implied per share value reference range by the high end of the FSK Common Stock implied per share value reference range, and the high end of the implied exchange ratio reference range was calculated by dividing the high end of the FSKR Common Stock standalone implied per share value reference range by the low end of the FSK Common Stock implied per share value reference range. The analysis indicated the following implied reference range, as compared to the RBCCM September Exchange Ratio in the Merger:

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Other Matters

RBCCM also noted for the FSK Independent Directors the following additional analyses and factors that were not considered part of RBCCM’s financial analyses with respect to its opinion, but were provided for informational purposes:

Pro Forma Cash Flow Valuation Analysis. RBCCM performed a cash flow valuation analysis on the combined company, based on the standalone equity value of each of FSK and FSKR, based upon the midpoints of the FSK DDA and FSKR DDA, respectively, as described above, to arrive at an implied equity value for the combined company. At the direction of management of FSK and FSKR, RBCCM (1) assumed Synergies consisting of (a) G&A cost savings of approximately $4.9 million annually from the second half of 2021 through 2025, (b) revenue and funding synergies from the second half of 2021 through 2025 and (c) savings resulting from the adjustments to the Existing FSK Investment Advisory Agreement, as described in “FS KKR Capital Corp. Proposal 3: Approval of FSK Advisory Agreement Amendment Proposal”, and (2) adjusted for transaction costs of approximately $20.7 million, including associated tax distributions, in arriving at such implied equity value. For purposes of this analysis, the estimated Synergies values were capitalized so as to reflect pro forma value creation beyond December 31, 2025 (as contrasted with the “—Pro Forma Dividend Discount Analysis” described below).

RBCCM then derived implied equity value per share from the implied equity value for the combined company using projected share information for the combined company, assuming the RBCCM September Exchange Ratio. This analysis indicated the following implied equity value per share for the combined company as compared to the midpoint of FSK DDA and the closing price of FSK Common Stock on November 17, 2020:

Pro Forma Dividend Discount Analysis. RBCCM performed a DDA of the combined company, pro forma for the Merger (“Pro Forma DDA”), by calculating the estimated net present value, as of September 30, 2020, of the after-tax free cash flows of the combined company available for dividends from June 30, 2021 through December 31, 2025 (using mid-year convention) and FSK dividends paid or expected to be paid from September 30, 2020 through June 30, 2021, in each case, based on the Pro Forma Projections (as defined below). This analysis assumed the expected Synergies as described above under “Other Matters — Pro Forma Cash Flow Valuation Analysis” through December 31, 2025.

RBCCM used the assumptions referred to above under “FSK Financial Analysis — Dividend Discount Analysis” and “FSKR Financial Analysis — Dividend Discount Analysis”. The Pro Forma DDA indicated the following implied per share value reference range, as compared to the November 17, 2020 closing price of FSK Common Stock:

Has/Gets Analysis. RBCCM performed a has/gets analysis to compare certain NII and dividend metrics for each of holders of FSK Common Stock and FSKR Common Stock based on their pro forma ownership of the combined company, as compared with such metrics as implied by their ownership in FSK and FSKR on a standalone basis. RBCCM reviewed, for each of FSK and FSKR on a standalone basis, (1) NII per share of common stock, (2) dividend per share of common stock and (3) NII return on NAV, each estimated for (a) the second half of 2021 (“2021E H2”), (b) 2022 (“2022E”) and (c) 2023 (“2023E”). RBCCM then calculated the estimated pro forma amounts for each of the above categories by adding together the standalone FSK and standalone FSKR amounts and adjusting for Synergies. RBCCM then calculated the difference between such pro

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forma amounts for the combined company and the standalone FSK and standalone FSKR amounts, respectively, which analyses indicated the following implied changes for holders of FSK Common Stock and FSKR Common Stock based on their pro forma ownership of the combined company as compared with their ownership in the standalone companies: