UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 19, 2018

FS KKR Capital Corp.

(Exact name of Registrant as specified in its charter)

Registrant’s telephone number, including area code: (215) 495-1150

FS Investment Corporation

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On December 19, 2018, FS KKR Capital Corp., a Maryland corporation formerly known as FS Investment Corporation (the “Company”), completed its previously announced acquisition of Corporate Capital Trust, Inc., a Maryland Corporation (“CCT”), pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 22, 2018, by and among the Company, CCT, IC Acquisition, Inc., a Maryland corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and FS/KKR Advisor, LLC, a Delaware limited liability company and the investment adviser to the Company (the “Adviser”). Pursuant to the Merger Agreement, CCT was first merged with and into Merger Sub, with CCT as the surviving corporation, and, immediately following such merger, CCT was then merged with and into the Company, with the Company as the surviving company (such transactions, the “Merger”).

In accordance with the terms of the Merger Agreement, at the time of the transactions contemplated by the Merger Agreement, each outstanding share of CCT common stock was converted into the right to receive 2.3552 shares of the Company’s common stock (with CCT stockholders receiving cash in lieu of fractional shares of the Company’s common stock). As a result, FSIC will issue an aggregate of approximately 292,326,586 shares of its common stock to former CCT stockholders prior to any adjustment for CCT stockholders receiving cash in lieu of fractional shares.

The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed by FSIC as Exhibit 2.1 to its Current Report on Form 8-K filed on July 23, 2018 and is incorporated herein by reference.

Item 5.02 Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Upon the closing of the Merger, the previously disclosed resignations of Gregory P. Chandler, Barry H. Frank, Philip E. Hughes, Jr. and Pedro Ramos from the board of directors of the Company (the “Board”) became automatically effective, the size of the Board was automatically expanded from 9 directors to 11 directors, and each of Barbara Adams, Frederick Arnold, Brian R. Ford, Richard Goldstein, Jerel A. Hopkins and James H. Kropp were qualified for office as directors.

As a result, the Board of the Company currently consists of the following persons:

On November 1, 2018, the Board approved the amendment to the Company’s Second Articles of Amendment and Restatement (the “Charter”) to change the name of the Company from “FS Investment Corporation” to “FS KKR Capital Corp.” in connection with the closing of the Merger. On December 19, 2018, following the consummation of the Merger, the Articles of Amendment to the Charter effecting the name change were filed with the State Department of Assessments and Taxation of Maryland and became immediately effective.

The Articles of Amendment are attached hereto as Exhibit 3.1.

On December 19, 2018, the Adviser issued a press release announcing, among other things, the closing of the Merger. The press release is furnished as Exhibit 99.1 to this Form 8-K.

The unaudited pro forma condensed consolidated financial information of the Company is furnished herewith as Exhibit 99.2. The unaudited pro forma information furnished herewith is presented for illustrative purposes only and does not necessarily indicate the results of operations or the combined financial position that would have resulted had the transactions contemplated by the Merger Agreement, including the Merger, been completed at the beginning of the applicable period presented, nor the impact of expense efficiencies, asset dispositions, share repurchase and other factors.

Forward-Looking Statements

Statements included herein may constitute “forward-looking” statements as that term is defined in Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995, including statements with regard to future events or the future performance or operations of the Company. Words such as “believes,” “expects,” “projects,” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements. Factors that could cause actual results to differ materially include changes in the economy, risks associated with possible disruption to the Company’s operations or the economy generally due to terrorism or natural disasters, future changes in laws or regulations and conditions in the Company’s operating area, the price at which shares of the Company’s common stock trade on the New York Stock Exchange, unexpected costs, charges or expenses resulting from the business combination transaction involving the Company, and failure to realize the anticipated benefits of the Merger. Some of these factors are enumerated in the filings the Company made with the Securities and Exchange Commission (the “SEC”). The inclusion of forward-looking statements should not be regarded as a representation that any plans, estimates or expectations will be achieved. Any forward-looking statements speak only as of the date of this communication. Except as required by federal securities laws, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 3.1

FS INVESTMENT CORPORATION

Articles of Amendment

FS Investment Corporation, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of the State of Maryland (the “SDAT”) that:

FIRST: The Corporation desires to, and hereby does, amend its charter (the “Charter”) as currently in effect as hereinafter set forth.

SECOND: The Charter is hereby amended by deleting the text of Article I in its entirety and inserting in place thereof the following:

The name of the Corporation is FS KKR Capital Corp.

THIRD: The amendment to the Charter as set forth above shall take effect when these Articles of Amendment are accepted for record by the SDAT.

FOURTH: The amendment to the Charter as set forth above has been approved by the board of directors of the Corporation, without action by the stockholders, as permitted by Section 2-605(a)(1) of the Maryland General Corporation Law.

FIFTH: The amendment to the Charter set forth herein does not increase the authorized stock of the Corporation.

SIXTH: The undersigned Chief Executive Officer acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalty for perjury.

[Remainder of page left blank intentionally]

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer on December 19, 2018.

Exhibit 99.1

FS/KKR Announces Closing of Merger of FS Investment Corporation and Corporate Capital Trust

Combination Creates Second-Largest Publicly Traded BDC

FS Investment Corporation Renamed FS KKR Capital Corp. and Will Trade under Ticker Symbol FSK on NYSE

Board of Directors Authorizes $200 Million Share Repurchase Program

PHILADELPHIA and NEW YORK – December 19, 2018 – FS/KKR Advisor, LLC (FS/KKR), a partnership between FS Investments and KKR Credit Advisors (US) LLC, today announced that the merger of FS Investment Corporation (NYSE: FSIC) and Corporate Capital Trust, Inc. (NYSE: CCT) has closed, creating the second-largest publicly traded business development company. With the closing of the merger, FS Investment Corporation has been renamed FS KKR Capital Corp. (FSK) and will begin trading on the New York Stock Exchange under the ticker symbol “FSK” on December 20, 2018.

“Combining FSIC and CCT represents an important milestone for our franchise in our quest to drive consistent and sustained value for our investors,” said Michael Forman, Chief Executive Officer of FSK. “We believe the business and operational synergies this merger is expected to create – including lower administrative costs, a more diversified investment portfolio and an optimized capital structure – position us well to deliver on that objective.”

Cash Distribution and Exchange Ratio

CCT’s board of directors previously declared a conditional special cash distribution of at least $0.402 per share, which will be paid on or about December 27, 2018 to stockholders of record as of the close of business on December 18, 2018. Prior to the closing of the merger, CCT determined that the amount of such special cash distribution will be $0.506 per share.

Based on the final merger exchange ratio reported by FSK today, CCT shareholders will receive 2.3552 FSK shares for each share of CCT held, subject to payment of cash in lieu of fractional shares.

Share Repurchase Program

Concurrent with today’s closing announcement, FSK’s board of directors has authorized a share repurchase program. Under the program, FSK may repurchase up to $200 million in the aggregate of its outstanding common stock in the open market at prices below the current net asset value per share.

The timing, manner, price and amount of any share repurchases will be determined by FSK, based upon the evaluation of economic and market conditions, FSK’s stock price, applicable legal and regulatory requirements and other factors. The program will be in effect through December 19, 2019, unless extended, or until the aggregate repurchase amount that has been approved by FSK’s board of directors has been expended. The program may be suspended, extended, modified or discontinued at any time.

FSK currently intends to release preliminary financial information as of and for the year ended December 31, 2018 in mid-January 2019 to allow potential repurchases to commence.

Todd Builione, President of FSK, added, “We believe buying shares of FSK is a compelling opportunity. Given current trading and dividend levels, investors are able to earn a 13% annual dividend yield with the potential for significant market price appreciation through convergence to fundamental book value. Our board has authorized a $200 million share repurchase program, which reflects our perspective on this buying opportunity and confidence in our investment portfolio and broader franchise.”

Exhibit 99.1

About FS KKR Capital Corp.

FS KKR Capital Corp. (NYSE: FSK) is a publicly traded business development company focused on providing customized credit solutions to private middle market U.S. companies. FSK seeks to invest primarily in the senior secured debt and, to a lesser extent, the subordinated debt of private middle market U.S. companies to achieve the best risk-adjusted returns for investors. FSK is advised by FS/KKR Advisor, LLC. For more information, visit www.fskkrcapitalcorp.com.

About FS/KKR Advisor, LLC

FS/KKR Advisor, LLC is a partnership between FS Investments and KKR Credit that serves as the investment adviser to BDCs with approximately $17 billion in assets under management as of September 30, 2018. The BDCs managed by FS/KKR include FS KKR Capital Corp., FS Investment Corporation II, FS Investment Corporation III, FS Investment Corporation IV and Corporate Capital Trust II.

FS Investments is a leading asset manager dedicated to helping individuals, financial professionals and institutions design better portfolios. The firm provides access to alternative sources of income and growth, and focuses on setting industry standards for investor protection, education and transparency. FS Investments is headquartered in Philadelphia, PA with offices in New York, NY, Orlando, FL and Washington, DC. Visit fsinvestments.com to learn more.

KKR Credit is a subsidiary of KKR & Co. Inc., a leading global investment firm that manages multiple alternative asset classes, including private equity, energy, infrastructure, real estate and credit, with strategic manager partnerships that manage hedge funds. KKR aims to generate attractive investment returns for its fund investors by following a patient and disciplined investment approach, employing world-class people, and driving growth and value creation with KKR portfolio companies. KKR invests its own capital alongside the capital it manages for fund investors and provides financing solutions and investment opportunities through its capital markets business. References to KKR’s investments may include the activities of its sponsored funds. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.

Contact Information:

Institutional Investors (FS Investments)

Marc Yaklofsky or Robert Paun

marc.yaklofsky@fsinvestments.com

215-309-6763

Financial Advisors and Retail Investors

877-628-8575

Institutional Investors (KKR)

Danny McMahon

CCT-IR@kkr.com

Media (FS Investments)

Marc Yaklofsky or Melanie Hemmert

media@fsinvestments.com

215-495-1174

Media (KKR)

Kristi Huller or Cara Kleiman Major

media@kkr.com

212-750-8300

Forward-Looking Statements and Important Disclosure Notice

Statements included herein may constitute “forward-looking” statements as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995, including statements with regard to

Exhibit 99.1

future events or the future performance or operations of FSK. Words such as “believes,” “expects,” “projects,” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements. Factors that could cause actual results to differ materially include changes in the economy, risks associated with possible disruption to FSK’s operations or the economy generally due to terrorism or natural disasters, future changes in laws or regulations and conditions in FSK’s operating area, the price at which shares of FSK’s common stock trade on the New York Stock Exchange, unexpected costs, charges or expenses resulting from the business combination transaction involving FSK, and failure to realize the anticipated benefits of the business combination transaction involving FSK. Some of these factors are enumerated in the filings FSK made with the Securities and Exchange Commission. The inclusion of forward-looking statements should not be regarded as a representation that any plans, estimates or expectations will be achieved. Any forward-looking statements speak only as of the date of this communication. Except as required by federal securities laws, FSK undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

The timing and amount of any future distributions on FSK’s shares of common stock are subject to applicable legal restrictions and the sole discretion of its board of directors. There can be no assurance as to the amount or timing of any such future distributions.

# # #

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only and does not necessarily indicate the results of operations or the combined financial position that would have resulted had the combination by a merger and related transactions (the “Merger”) of FS Investment Corporation (“FSIC”) and Corporate Capital Trust, Inc. (“CCT”) been completed at the beginning of the applicable period presented, nor the impact of expense efficiencies, asset dispositions, share repurchases and other factors. In addition, as explained in more detail in the accompanying notes to the unaudited pro forma condensed consolidated financial information, the allocation of the pro forma purchase price reflected in the unaudited pro forma condensed consolidated financial information involves estimates, is subject to adjustment and may vary significantly from the actual purchase price allocation that will be recorded upon completion of the Merger. Following the consummation of the Merger, FSIC, as the surviving company, was renamed FS KKR Capital Corp. (“FSK”).

FS KKR Capital Corp. and Subsidiaries

Pro Forma Condensed Consolidated Statements of Assets and Liabilities

As of September 30, 2018

Unaudited

(in thousands, except share and per share data)

See notes to pro forma condensed consolidated financial statements.

FS KKR Capital Corp. and Subsidiaries

Pro Forma Condensed Consolidated Statement of Operations

For the Nine Months Ended September 30, 2018

Unaudited

(in thousands, except share and per share data)

See notes to pro forma condensed consolidated financial statements.

FS KKR Capital Corp. and Subsidiaries

Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2017

Unaudited

(in thousands, except share and per share data)

See notes to pro forma condensed consolidated financial statements.

FS KKR Capital Corp. and Subsidiaries

Notes to Pro Forma Condensed Consolidated Financial Statements

Unaudited

(In thousands, except share and per share data unless otherwise stated)

1. BASIS OF PRO FORMA PRESENTATION

The unaudited pro forma condensed consolidated financial information related to the Merger is included as of and for the nine months ended September 30, 2018 and for the year ended December 31, 2017.

On July 22, 2018, FSIC, CCT, IC Acquisition, Inc., a wholly owned subsidiary of FSIC (“Merger Sub”), and FS/KKR Advisor, LLC (the “Adviser”) entered into an Agreement and Plan of Merger, dated as of July 22, 2018 (the “Merger Agreement”). The pro forma adjustments included herein reflect the conversion of shares of CCT common stock, $0.001 par value per share (“CCT Common Stock”), into shares of FSIC common stock, $0.001 par value per share (“FSIC Common Stock”), using the final exchange ratio as of December 17, 2018 of 2.3552 shares of FSIC Common Stock for each of the 124.1 million shares of CCT Common Stock outstanding as of September 30, 2018.

For the purposes of the pro forma condensed consolidated financial statements, the purchase price is $1.7 billion in stock consideration which is based upon a price of $5.67 per share of FSIC Common Stock as of December 14, 2018 multiplied by the 292,326,586 shares issued upon completion of the Merger (prior to giving effect to any cash paid in lieu of fractional shares).

The merger of Merger Sub with and into CCT will be accounted for as an asset acquisition of CCT by FSIC in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations—Related Issues. The fair value of the merger consideration paid by FSIC is allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of acquisition and will not give rise to goodwill. As indicated in Note 3 below regarding the preliminary pro forma purchase price allocation calculated as of September 30, 2018, the estimated fair value of the net assets acquired on a pro forma basis exceeds the estimated fair value of the merger consideration paid by FSIC.

In applying the asset acquisition method of accounting, FSIC uses a cost approach to allocate the cost of the assets purchased against the assets being acquired. The cost of the acquisition is determined to be the fair value of the consideration given or the fair value of the assets acquired, whichever is more clearly evident. FSIC determined that the fair value of the shares of FSIC Common Stock be issued pursuant to the Merger Agreement based on FSIC’s most recent traded price on the New York Stock Exchange to be the most evident and used this value as the cost of the transaction.

As discussed below, FSIC allocated $3,405 million cost to the CCT investments assumed which was $711 million below their fair market value as of September 30, 2018. Immediately upon consummation of the Merger, CCT’s investments initially recognized based on cost under the purchase price allocation process will be revalued to their respective fair values under Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure (“ASC Topic 820”). As such, no dilution to stockholders will result from the application of the asset acquisition method of accounting by allocating a portion of the purchase price against the value of CCT’s investments. Further, the appreciation of investments resulting from the subsequent write-up will not have an impact on the reported performance of FSIC or the incentive fees accrued and/or paid by FSIC.

FSIC’s financial statements include its accounts and the accounts of all its consolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates: The preparation of the unaudited pro forma condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Many of the amounts have been rounded, and all amounts are in thousands, except share and per share amounts.

Valuation of Portfolio Investments: FSIC determines the net asset value of its investment portfolio each quarter. Securities are valued at fair value as determined in good faith by the board of directors of FSIC (the “FSIC Board”). In connection with that determination, the Adviser provides the FSIC Board with portfolio company valuations which are based on relevant inputs, including, but not limited to, indicative dealer quotes, values of like securities, recent portfolio company financial statements and forecasts, and valuations prepared by independent third-party valuation services.

ASC Topic 820 issued by the Financial Accounting Standards Board clarifies the definition of fair value and requires companies to expand their disclosure about the use of fair value to measure assets and liabilities in interim and annual periods subsequent to initial recognition. ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, which includes inputs such as quoted prices for similar securities in active markets and quoted prices for identical securities where there is little or no activity in the market; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The fair values of FSIC’s investments are determined in good faith by the FSIC Board. The FSIC Board is responsible for the valuation of FSIC’s portfolio investments at fair value as determined in good faith pursuant to FSIC’s valuation policy and consistently applied valuation process. The FSIC Board has delegated day-to-day responsibility for implementing its valuation policy to the Adviser’s management team, and has authorized the Adviser’s management team to utilize independent third-party valuation and pricing services that have been approved by the FSIC Board. The valuation committee of the FSIC Board is responsible for overseeing the Adviser’s implementation of the valuation process.

Income Taxes: FSIC has elected to be treated for U.S. federal income tax purposes, and intends to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986 (the “Code”). To qualify for and maintain qualification as a RIC, FSIC must, among other things, meet certain source-of-income and asset diversification requirements, as well as distribute to its stockholders, for each tax year, at least 90% of its “investment company taxable income,” which is generally FSIC’s net ordinary income plus the excess, if any, of realized net short-term capital gains over realized net long-term capital losses, determined without regard to any deduction for distributions paid. As a RIC, FSIC will not have to pay corporate-level U.S. federal income taxes on any income that it distributes to its stockholders. FSIC intends to make distributions in an amount sufficient to qualify for and maintain its RIC tax status each tax year and to not pay any U.S. federal income taxes on income so distributed. FSIC is also subject to nondeductible federal excise taxes if it does not distribute in respect of each calendar year an amount at least equal to the sum of 98% of net ordinary income, 98.2% of any capital gain net income, if any, and any recognized and undistributed income from prior years for which it paid no U.S. federal income taxes.

Transaction Costs: Both FSIC and CCT incur direct transaction costs resulting from the Merger. FSIC, as the acquirer in an asset acquisition, will capitalize its transaction costs and such costs will be reflected as an adjustment to the purchase price of CCT. CCT will expense its transaction costs as incurred.

FSIC incurred $7,465 in transaction costs, which have been capitalized for the purposes of the purchase price allocation and will be reflected in the discount to the price of the assets purchased. FSIC incurred $3,422 of such costs during the nine months ended September 30, 2018. CCT incurred $8,274 in estimated transaction costs, of which $6,299 were incurred during the nine months ended September 30, 2018. Remaining estimated costs of $1,975 for CCT and $4,043 for FSIC are presented as pro forma adjustments to cash on the pro forma balance sheet.

2. FINAL EXCHANGE RATIO

Pursuant to the terms of the Merger Agreement, the exchange ratio was based on the net asset values (“NAV”) of FSIC and CCT within two business days of the closing (the “Determination Date”). The calculation of the exchange ratio is as follows:

Changes in the respective Stockholders’ equity for FSIC and CCT from September 30, 2018 through the Determination Date are as follows:

The table above reflects the combination of Stockholders’ equity of FSIC and CCT as of September 30, 2018, and reconciles subsequent changes in Stockholders’ equity through the Determination Date, and does not reflect required adjustments for pro forma financial statements. Such pro forma adjustments are reflected in the Pro Forma Condensed Consolidated Statements of Assets and Liabilities above.

3. PRELIMINARY PURCHASE ACCOUNTING ALLOCATIONS

The unaudited pro forma condensed consolidated financial information includes the unaudited pro forma condensed consolidated balance sheet as of September 30, 2018 assuming the Merger had been completed on September 30, 2018. The unaudited pro forma condensed consolidated income statements for the nine months ended September 30, 2018 and for the year ended December 31, 2017 were prepared assuming the Merger had been completed on December 31, 2016.

The unaudited pro forma condensed consolidated financial information reflects the issuance of approximately 292.3 million shares of FSIC Common Stock pursuant to the Merger Agreement (prior to giving effect to any cash paid in lieu of fractional shares).

The merger of Merger Sub with and into CCT will be accounted for using the asset acquisition method of accounting. Accordingly, the merger consideration paid by FSIC in connection with the Merger will be allocated to the acquired assets and assumed liabilities of CCT at their relative fair values estimated by FSIC as of the effective date. The excess fair value of the net assets acquired over the fair value of the merger consideration paid by FSIC is allocated against the assets acquired and liabilities assumed of CCT by FSIC. Accordingly, the pro forma purchase

price has been allocated to the assets acquired and the liabilities assumed based on FSIC’s estimate of relative fair values as summarized in the following table:

4. PRELIMINARY PRO FORMA ADJUSTMENTS

(A) Represents the fair value of the consideration paid by FSIC allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of acquisition, under the application of the asset acquisition method of accounting. Adjustments of $22,248 to other assets and debt relate to the allocation of the purchase price against unamortized deferred costs associated with CCT’s debt facilities and capitalized deferred merger costs paid as of September 30, 2018 of $3,422 for FSIC. The remaining $711,394 relates to the pro rata allocation of the remaining purchase price discount against the fair value of CCT’s investments. Immediately following the Merger, the value of such investments will be written back up to their respective fair values under ASC 820, and as a result, no dilution to stockholders will result from allocation of the purchase price against CCT’s investments under the asset acquisition method of accounting.

(B) The pro forma adjustment to cash reflects the $12,904 excess of the final CCT distribution payable following the closing of the Merger above CCT’s ordinary quarterly distribution to distribute CCT’s estimated undistributed taxable income and net realized gains, as well as remaining estimated unpaid transaction costs as of September 30, 2018 of $4,043 and $1,975 for FSIC and CCT, respectively. The pro forma adjustment to other assets reflects capitalized deferred merger costs paid as of September 30, 2018 of $3,422 for FSIC.

(C) Shares of FSIC Common Stock issued to CCT stockholders based on the final exchange ratio calculated as of December 17, 2018 of 2.3552 shares of FSIC Common Stock for each share of CCT Common Stock.

(D) In conjunction with the Merger, FSIC intends to enter into a new Investment Advisory Agreement (the “Proposed Advisory Agreement”). Under the Proposed Advisory Agreement, FSIC will accrue a management fee based on 1.50% of its gross assets, excluding cash and cash equivalents. The pro forma adjustments to the respective statements of operations for the quarter ended September 30, 2018 and year ended December 31, 2017 reflects the Proposed Advisory Agreement had it been in place effective December 31, 2016.

(E) Pro forma adjustment reflects impact of the Merger on administrative services costs, accounting and custody fees, audit fees and directors costs directly attributable to the Merger.

FS KKR Capital Corp. and Subsidiaries

Pro Forma Schedule of Investments

Unaudited

As of September 30, 2018

(Dollar Amounts in Thousands)