UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~February~~March 1, 2021

FS KKR ~~Capital~~CAPITAL ~~Corp~~CORP. II

(Exact name of Registrant as specified in its charter)

Maryland	814-00926	80-0741103
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
201 Rouse Boulevard Philadelphia, Pennsylvania		19112
(Address of principal executive offices)		(Zip Code)


201 Rouse Boulevard Philadelphia, Pennsylvania		19112
(Address of principal executive offices)		(Zip Code)

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

None

(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:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Common stock

FSKR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 ~~of this chapter~~) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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. ☐

Item 2.02. Results of Operations and Financial Condition.

On ~~February~~March 1, 2021, FS KKR Capital Corp. II (the “Company”) issued a press release (the “Press Release”) providing an ~~certain~~overview ~~preliminary estimates~~ of its results for the quarter and year ended December 31, 2020 ~~and announced that it will host a conference call at 10:00 a~~.m. ~~(Eastern Time) on Tuesday, March 2, 2021, to discuss its fourth quarter and full year 2020 results.~~

~~The~~A ~~information~~copy inof ~~this Item 2.02, including Exhibit 99.1 and~~ the ~~information~~Press ~~set~~Release ~~forth therein,~~ is ~~deemed~~attached tohereto ~~have~~as ~~been~~Exhibit ~~furnished~~99.1 ~~to,~~ and ~~shall~~is ~~not~~incorporated beherein ~~deemed~~by ~~to be “filed” with, the U~~reference.S. ~~Securities and Exchange Commission.~~

Item 7.01.

Regulation FD Disclosure.

OnIn ~~February 1,~~the ~~2021~~Press Release, the Company ~~issued~~announced a ~~press~~regular ~~release,~~cash adistribution ~~copy~~ of $0.55 per share, which iswill ~~attached~~be ~~hereto~~paid on or about April 2, 2021 to stockholders of record as ~~Exhibit~~of 99the close of business on March 17, 2021.1.

The ~~information~~Company inwill ~~this~~make ~~Item~~available ~~7.01,~~under ~~including~~the ~~Exhibit~~“Events ~~99.1~~+ presentation” ~~and~~page within the ~~information~~“Investor ~~set~~relations” ~~forth~~section ~~therein,~~of isthe ~~deemed~~Company’s towebsite ~~have~~(www.fskkradvisor.com/fskr) ~~been~~a ~~furnished~~presentation ~~to,~~containing financial and ~~shall~~ ~~not~~operating beinformation ~~deemed~~in toadvance beof ~~“filed”~~its ~~with~~previously announced March 2, ~~the~~2021 ~~U.S.~~conference ~~Securities and Exchange Commission~~call.

Forward-Looking Statements

~~Statements~~This ~~included~~Current ~~herein~~Report ~~may~~on ~~constitute~~Form ~~“forward~~8-~~looking”~~K ~~statements~~may ascontain ~~that~~certain ~~term~~forward-looking ~~is defined in Section 27A of the Securities Act~~statements, ~~and Section 21E of the Exchange Act, as amended by the Private Securities Litigation Reform Act of 1995,~~ including statements with regard to future events or the future performance or ~~operations~~operation of ~~FS KKR Capital Corp. (“FSK”) and FS KKR Capital Corp. II (“FSKR” and together with FSK,~~ the ~~“Funds”)~~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 toin athe ~~Fund~~Company’s operations or the economy generally due to terrorism, natural disasters or pandemics such as COVID-19, future changes in laws or regulations and conditions in athe ~~Fund~~Company’s operating area, ~~failure~~and ~~to obtain requisite stockholder approval for~~ the ~~Proposals (as defined below) set forth in the Proxy Statement (as defined below), failure to consummate the business combination transaction involving the Funds, the~~ price at which shares of ~~FSK’s and FSKR’s~~ common stock may trade on the New York Stock Exchange, uncertainties as to the timing of the consummation of the business combination transaction involving the Funds, unexpected costs, charges or expenses resulting from the business combination transaction involving the Funds and failure to realize the anticipated benefits of the business combination transaction involving the Funds. Some of these factors are enumerated in the filings the ~~Funds~~Company ~~made~~makes with the ~~U.S.~~ Securities and Exchange Commission ~~(the “SEC”) and will also be contained in the Proxy Statement when such document becomes available~~. The ~~inclusion~~Company ofundertakes 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 Funds undertake 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.~~

Additional Information and Where to Find It

This communication relates to a proposed business combination involving the Funds, along with related proposals for which stockholder approval will be sought (collectively, the “Proposals”). On December 23, 2020, FSK filed with the SEC a preliminary registration statement on Form N-14 (333-251667) that includes a preliminary joint proxy statement of the Companies (the “Proxy Statement”) and a prospectus of FSK. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. STOCKHOLDERS OF THE COMPANIES ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANIES, THE BUSINESS COMBINATION TRANSACTION INVOLVING THE COMPANIES AND THE PROPOSALS. Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC’s web site, http://www.sec.gov, FSK’s website, https://www.fskkradvisor.com/fsk or FSKR’s website, https://www.fskkradvisor.com/fskr.

Participants in the Solicitation

The Funds and their respective directors, executive officers and certain other members of management and employees, including employees of FS/KKR Advisor, LLC, FS Investments, KKR Credit Advisors (US) LLC and their respective affiliates, may be deemed to be participants in the solicitation of proxies from the stockholders of the Funds in connection with the Proposals. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the Funds’ stockholders in connection with the Proposals will be contained in the Proxy Statement when such document becomes available. This document may be obtained free of charge from the sources indicated above.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits .

EXHIBITNUMBER		DESCRIPTION
EXHIBIT NUMBER		DESCRIPTION
99.1		Press Release, dated ~~February~~March 1, 2021.

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.

		~~FS KKR Capital Corp. II~~	FS KKR Capital Corp. II
Date: February 1, 2021		By:	/s/ Stephen Sypherd
Date:	March 1, 2021		By:	/s/ Stephen S. Sypherd
			Stephen Sypherd
				Stephen S. Sypherd
			~~General Counsel~~	General Counsel

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