Attached files
| file | filename |
|---|---|
| EX-32.1 - EX-32.1 - FS KKR Capital Corp. II | d170904dex321.htm |
| EX-31.2 - EX-31.2 - FS KKR Capital Corp. II | d170904dex312.htm |
| EX-31.1 - EX-31.1 - FS KKR Capital Corp. II | d170904dex311.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| ☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2021 |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| FOR THE TRANSITION PERIOD FROM TO |
COMMISSION FILE NUMBER: 814-00926
FS KKR Capital Corp. II
(Exact name of registrant as specified in its charter)
| Maryland | 80-0741103 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 201 Rouse Boulevard | ||
| Philadelphia, Pennsylvania | 19112 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (215) 495-1150
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☑ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common stock, par value $0.001 | FSKR | New York Stock Exchange |
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
There were 169,903,166 shares of the registrant’s common stock outstanding as of May 7, 2021
Table of Contents
| Page | ||||||
| ITEM 1. | 1 | |||||
| Consolidated Balance Sheets as of March 31, 2021 (Unaudited) and December 31, 2020 |
1 | |||||
| Unaudited Consolidated Statements of Operations for the three months ended March 31, 2021 and 2020 |
2 | |||||
| 3 | ||||||
| Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020 |
4 | |||||
| Consolidated Schedules of Investments as of March 31, 2021 (Unaudited) and December 31, 2020 |
5 | |||||
| 30 | ||||||
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
67 | ||||
| ITEM 3. | 82 | |||||
| ITEM 4. | 84 | |||||
| ITEM 1. | 85 | |||||
| ITEM 1A. | 85 | |||||
| ITEM 2. | 85 | |||||
| ITEM 3. | 85 | |||||
| ITEM 4. | 85 | |||||
| ITEM 5. | 85 | |||||
| ITEM 6. | 86 | |||||
| 93 | ||||||
Table of Contents
| Item 1. | Financial Statements. |
FS KKR Capital Corp. II
(in millions, except share and per share amounts)
| March 31, 2021 (Unaudited) |
December 31, 2020 |
|||||||
| Assets |
||||||||
| Investments, at fair value |
||||||||
| Non-controlled/unaffiliated investments (amortized cost—$6,481 and $6,932 respectively) |
$ | 6,344 | $ | 6,763 | ||||
| Non-controlled/affiliated investments (amortized cost—$319 and $407, respectively) |
272 | 310 | ||||||
| Controlled/affiliated investments (amortized cost—$977 and $887, respectively) |
968 | 895 | ||||||
|
|
|
|
|
|||||
| Total investments, at fair value (amortized cost—$7,777 and $8,226, respectively) |
7,584 | 7,968 | ||||||
| Cash |
252 | 160 | ||||||
| Foreign currency, at fair value (cost—$6 and $7, respectively) |
6 | 8 | ||||||
| Collateral held at broker for open interest rate swap contracts |
42 | 48 | ||||||
| Receivable for investments sold and repaid |
3 | 235 | ||||||
| Income receivable |
67 | 83 | ||||||
| Deferred financing costs |
16 | 17 | ||||||
| Unrealized appreciation on foreign currency forward contracts |
0 | — | ||||||
| Prepaid expenses and other assets |
3 | 3 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 7,973 | $ | 8,522 | ||||
|
|
|
|
|
|||||
| Liabilities |
||||||||
| Payable for investments purchased |
$ | — | $ | 68 | ||||
| Debt (net of deferred financing costs of $0 and $0, respectively)(1) |
3,447 | 3,960 | ||||||
| Stockholder distributions payable |
93 | 93 | ||||||
| Management fees payable |
31 | 30 | ||||||
| Subordinated income incentive fees payable(2) |
24 | 25 | ||||||
| Administrative services expense payable |
3 | 1 | ||||||
| Interest payable |
15 | 21 | ||||||
| Unrealized depreciation on foreign currency forward contracts |
0 | 1 | ||||||
| Unrealized depreciation on interest rate swaps |
40 | 48 | ||||||
| Other accrued expenses and liabilities |
16 | 10 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
3,669 | 4,257 | ||||||
|
|
|
|
|
|||||
| Commitments and contingencies(3) |
||||||||
| Stockholders’ equity |
||||||||
| Preferred stock, $0.001 par value, 50,000,000 shares authorized, none issued and outstanding |
— | — | ||||||
| Common stock, $0.001 par value, 900,000,000 shares authorized, 169,903,166 and 169,903,166 shares issued and outstanding, respectively |
0 | 0 | ||||||
| Capital in excess of par value |
5,766 | 5,766 | ||||||
| Retained earnings (accumulated deficit)(4) |
(1,462 | ) | (1,501 | ) | ||||
|
|
|
|
|
|||||
| Total stockholders’ equity |
4,304 | 4,265 | ||||||
|
|
|
|
|
|||||
| Total liabilities and stockholders’ equity |
$ | 7,973 | $ | 8,522 | ||||
|
|
|
|
|
|||||
| Net asset value per share of common stock at period end |
$ | 25.33 | $ | 25.10 | ||||
| (1) | See Note 9 for a discussion of the Company’s financing arrangements. |
| (2) | See Note 2 for a discussion of the methodology employed by the Company in calculating the subordinated income incentive fees. |
| (3) | See Note 10 for a discussion of the Company’s commitments and contingencies. |
| (4) | See Note 5 for a discussion of the sources of distributions paid by the Company. |
See notes to unaudited consolidated financial statements.
1
Table of Contents
FS KKR Capital Corp. II
Unaudited Consolidated Statements of Operations
(in millions, except share and per share amounts)
| Three Months
Ended March 31, |
||||||||
| 2021 | 2020 | |||||||
| Investment income |
||||||||
| From non-controlled/unaffiliated investments: |
||||||||
| Interest income |
$ | 124 | $ | 145 | ||||
| Paid-in-kind interest income |
10 | 11 | ||||||
| Fee income |
16 | 15 | ||||||
| Dividend income |
5 | 2 | ||||||
| From non-controlled/affiliated investments: |
||||||||
| Interest income |
2 | 3 | ||||||
| Paid-in-kind interest income |
4 | 3 | ||||||
| From controlled/affiliated investments: |
||||||||
| Interest income |
4 | 3 | ||||||
| Paid-in-kind interest income |
3 | — | ||||||
| Fee income |
1 | — | ||||||
| Dividend income |
18 | 13 | ||||||
|
|
|
|
|
|||||
| Total investment income |
187 | 195 | ||||||
|
|
|
|
|
|||||
| Operating expenses |
||||||||
| Management fees |
31 | 33 | ||||||
| Subordinated income incentive fees(1) |
24 | 23 | ||||||
| Administrative services expenses |
2 | 2 | ||||||
| Stock transfer agent fees |
— | 1 | ||||||
| Accounting and administrative fees |
1 | 1 | ||||||
| Interest expense(2) |
29 | 40 | ||||||
| Other general and administrative expenses |
3 | 2 | ||||||
|
|
|
|
|
|||||
| Net expenses |
90 | 102 | ||||||
|
|
|
|
|
|||||
| Net investment income |
97 | 93 | ||||||
|
|
|
|
|
|||||
| Realized and unrealized gain/loss |
||||||||
| Net realized gain (loss) on investments: |
||||||||
| Non-controlled/unaffiliated investments |
(17 | ) | (217 | ) | ||||
| Non-controlled/affiliated investments |
(20 | ) | 0 | |||||
| Controlled/affiliated investments |
0 | — | ||||||
| Net realized gain (loss) on total return swap |
— | (2 | ) | |||||
| Net realized gain (loss) on interest rate swaps |
(6 | ) | (2 | ) | ||||
| Net realized gain (loss) on foreign currency |
(1 | ) | 1 | |||||
| Net change in unrealized appreciation (depreciation) on investments: |
||||||||
| Non-controlled/unaffiliated investments |
35 | (429 | ) | |||||
| Non-controlled/affiliated investments |
47 | (96 | ) | |||||
| Controlled/affiliated investments |
(17 | ) | (80 | ) | ||||
| Net change in unrealized appreciation (depreciation) on total return swap |
— | 3 | ||||||
| Net change in unrealized appreciation (depreciation) on foreign currency forward contracts |
1 | 2 | ||||||
| Net change in unrealized appreciation (depreciation) on interest rate swaps |
8 | (30 | ) | |||||
| Net change in unrealized gain (loss) on foreign currency |
5 | 49 | ||||||
|
|
|
|
|
|||||
| Total net realized and unrealized gain (loss) on investments |
35 | (801 | ) | |||||
|
|
|
|
|
|||||
| Net increase (decrease) in net assets resulting from operations |
$ | 132 | $ | (708 | ) | |||
|
|
|
|
|
|||||
| Per share information—basic and diluted |
||||||||
| Net increase (decrease) in net assets resulting from operations (Earnings per Share) |
$ | 0.78 | $ | (4.17 | ) | |||
|
|
|
|
|
|||||
| Weighted average shares outstanding(3) |
169,903,166 | 169,594,825 | ||||||
|
|
|
|
|
|||||
| (1) | See Note 2 for a discussion of the methodology employed by the Company in calculating the subordinated income incentive fees. |
| (2) | See Note 9 for a discussion of the Company’s financing arrangements. |
| (3) | As discussed in Note 3, the Company completed a Reverse Stock Split, effective as of June 10, 2020. The weighted average shares used in the per share computation of the net increase (decrease) in net assets resulting from operations reflect the Reverse Stock Split on a retroactive basis. |
See notes to unaudited consolidated financial statements.
2
Table of Contents
FS KKR Capital Corp. II
Unaudited Consolidated Statements of Changes in Net Assets
(in millions)
| Three Months Ended March 31, |
||||||||
| 2021 | 2020 | |||||||
| Operations |
||||||||
| Net investment income |
$ | 97 | $ | 93 | ||||
| Net realized gain (loss) on investments, foreign currency forward contracts and foreign currency |
(44 | ) | (220 | ) | ||||
| Net change in unrealized appreciation (depreciation) on investments and interest rate swaps(1) |
74 | (630 | ) | |||||
| Net change in unrealized gain (loss) on foreign currency |
5 | 49 | ||||||
|
|
|
|
|
|||||
| Net increase (decrease) in net assets resulting from operations |
132 | (708 | ) | |||||
|
|
|
|
|
|||||
| Stockholder distributions(2) |
||||||||
| Distributions to stockholders |
(93 | ) | (102 | ) | ||||
|
|
|
|
|
|||||
| Net decrease in net assets resulting from stockholder distributions |
(93 | ) | (102 | ) | ||||
|
|
|
|
|
|||||
| Capital share transactions(3) |
||||||||
| Reinvestment of stockholder distributions |
— | — | ||||||
| Repurchases of common stock |
— | — | ||||||
|
|
|
|
|
|||||
| Net increase (decrease) in net assets resulting from capital share transactions |
— | — | ||||||
|
|
|
|
|
|||||
| Total increase (decrease) in net assets |
39 | (810 | ) | |||||
| Net assets at beginning of period |
4,265 | 4,996 | ||||||
|
|
|
|
|
|||||
| Net assets at end of period |
$ | 4,304 | $ | 4,186 | ||||
|
|
|
|
|
|||||
| (1) | See Note 7 for a discussion of these financial instruments. |
| (2) | See Note 5 for a discussion of the sources of distributions paid by the Company. |
| (3) | See Note 3 for a discussion of the Company’s capital share transactions. |
See notes to unaudited consolidated financial statements.
3
Table of Contents
FS KKR Capital Corp. II
Unaudited Consolidated Statements of Cash Flows
(in millions)
| Three Months
Ended March 31, |
||||||||
| 2021 | 2020 | |||||||
| Cash flows from operating activities |
||||||||
| Net increase (decrease) in net assets resulting from operations |
$ | 132 | $ | (708 | ) | |||
| Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: |
||||||||
| Purchases of investments |
(719 | ) | (1,317 | ) | ||||
| Paid-in-kind interest |
(15 | ) | (18 | ) | ||||
| Proceeds from sales and repayments of investments |
1,153 | 1,643 | ||||||
| Net realized (gain) loss on investments |
37 | 217 | ||||||
| Net change in unrealized (appreciation) depreciation on investments |
(65 | ) | 605 | |||||
| Net change in unrealized (appreciation) depreciation on total return swap(1) |
— | (3 | ) | |||||
| Net change in unrealized (appreciation) depreciation on foreign currency forward contracts |
(1 | ) | (2 | ) | ||||
| Net change in unrealized (appreciation) depreciation on interest rate swaps |
(8 | ) | 30 | |||||
| Accretion of discount |
(7 | ) | (5 | ) | ||||
| Amortization of deferred financing costs and discount |
1 | 1 | ||||||
| Unrealized (gain) loss on borrowings in foreign currency |
(2 | ) | (49 | ) | ||||
| (Increase) decrease in collateral held at broker for open swap contracts |
6 | (15 | ) | |||||
| (Increase) decrease in due from counterparty |
— | 41 | ||||||
| (Increase) decrease in receivable for investments sold and repaid |
232 | (298 | ) | |||||
| (Increase) decrease in income receivable |
16 | (4 | ) | |||||
| Increase (decrease) in payable for investments purchased |
(68 | ) | 77 | |||||
| Increase (decrease) in management fees payable |
1 | (2 | ) | |||||
| Increase (decrease) in subordinated income incentive fees payable |
(1 | ) | 12 | |||||
| Increase (decrease) in administrative services expense payable |
2 | — | ||||||
| Increase (decrease) in interest payable |
(6 | ) | (5 | ) | ||||
| Increase (decrease) in other accrued expenses and liabilities |
6 | (6 | ) | |||||
|
|
|
|
|
|||||
| Net cash provided by (used in) operating activities |
694 | 194 | ||||||
|
|
|
|
|
|||||
| Cash flows from financing activities |
||||||||
| Repurchases of common stock |
— | — | ||||||
| Stockholder distributions |
(93 | ) | — | |||||
| Borrowings under financing arrangements(1) |
475 | 1,108 | ||||||
| Repayments of financing arrangements(1) |
(986 | ) | (1,232 | ) | ||||
| Deferred financing costs and discount paid |
— | (5 | ) | |||||
|
|
|
|
|
|||||
| Net cash provided by financing activities |
(604 | ) | (129 | ) | ||||
|
|
|
|
|
|||||
| Total increase (decrease) in cash |
90 | 65 | ||||||
| Cash and foreign currency at beginning of period |
168 | 167 | ||||||
|
|
|
|
|
|||||
| Cash and foreign currency at end of period |
$ | 258 | $ | 232 | ||||
|
|
|
|
|
|||||
| Supplemental disclosure |
||||||||
| Non-cash purchase of investments |
$ | (43 | ) | $ | (69 | ) | ||
|
|
|
|
|
|||||
| Non-cash sale of investments |
$ | 43 | $ | 69 | ||||
|
|
|
|
|
|||||
| Distributions reinvested |
$ | — | $ | — | ||||
|
|
|
|
|
|||||
| Local and excise taxes paid |
$ | 0 | $ | 2 | ||||
|
|
|
|
|
|||||
| (1) | See Note 9 for a discussion of the Company’s financing arrangements. During the three months ended March 31, 2021 and 2020, the Company paid $33 and $44 respectively, in interest expense on the credit facilities. |
See notes to unaudited consolidated financial statements.
4
Table of Contents
FS KKR Capital Corp. II
Unaudited Consolidated Schedule of Investments
As of March 31, 2021
(in millions, except share amounts)
| Portfolio Company(a) |
Footnotes |
Industry |
Rate(b) |
Floor(b) | Maturity | Principal
Amount(c) |
Amortized Cost |
Fair
Value(d) |
||||||||||||||||
| Senior Secured Loans—First Lien —115.4% |
||||||||||||||||||||||||
| 5 Arch Income Fund 2 LLC |
(m)(o)(p)(r) | Diversified Financials | 9.0% | 11/18/23 | $ | 92.6 | $ | 92.6 | $ | 68.8 | ||||||||||||||
| 5 Arch Income Fund 2 LLC |
(m)(n)(o)(p) | Diversified Financials | 9.0% | 11/18/23 | 16.5 | 16.5 | 12.3 | |||||||||||||||||
| Accuride Corp |
(i)(j)(s) | Capital Goods | L+525 | 1.0 | % | 11/17/23 | 12.5 | 11.0 | 11.8 | |||||||||||||||
| Acproducts Inc |
(i)(k)(s) | Consumer Durables & Apparel | L+650 | 1.0 | % | 8/18/25 | 23.8 | 23.6 | 24.4 | |||||||||||||||
| American Tire Distributors Inc |
(j)(s) | Automobiles & Components | L+600, 0.0% PIK (1.0% Max PIK) | 1.0 | % | 9/1/23 | 2.6 | 2.5 | 2.6 | |||||||||||||||
| American Tire Distributors Inc |
(j)(s) | Automobiles & Components | L+750, 0.0% PIK (1.5% Max PIK) | 1.0 | % | 9/2/24 | 20.5 | 18.6 | 20.1 | |||||||||||||||
| Apex Group Limited |
(m)(n) | Diversified Financials | L+700 | 1.3 | % | 6/15/23 | 4.6 | 4.5 | 4.6 | |||||||||||||||
| Apex Group Limited |
(f)(h)(i)(j)(l)(m) | Diversified Financials | L+700 | 1.3 | % | 6/16/25 | 69.5 | 68.9 | 70.2 | |||||||||||||||
| Apex Group Limited |
(j)(m) | Diversified Financials | L+700 | 1.5 | % | 6/16/25 | £ | 22.9 | 29.1 | 31.9 | ||||||||||||||
| Arrotex Australia Group Pty Ltd |
(j)(m) | Pharmaceuticals, Biotechnology & Life Sciences | B+525 | 1.0 | % | 7/10/24 | A$ | 42.6 | 29.3 | 32.7 | ||||||||||||||
| Arrotex Australia Group Pty Ltd |
(m)(n) | Pharmaceuticals, Biotechnology & Life Sciences | B+525 | 1.0 | % | 7/10/24 | 3.1 | 2.2 | 2.4 | |||||||||||||||
| Aspect Software Inc |
(j) | Software & Services | 8.0% PIK (8.0% Max PIK) | 5/15/21 | $ | 0.2 | 0.0 | 0.2 | ||||||||||||||||
| Aspect Software Inc |
(n) | Software & Services | L+500 | 1.0 | % | 7/15/23 | 3.3 | 3.3 | 3.3 | |||||||||||||||
| Aspect Software Inc |
(i)(k) | Software & Services | L+500 | 1.0 | % | 1/15/24 | 8.9 | 8.3 | 8.9 | |||||||||||||||
| ATX Networks Corp |
(j)(k)(m) | Technology Hardware & Equipment | L+625, 1.5% PIK (1.5% Max PIK) | 1.0 | % | 12/31/23 | 79.5 | 76.6 | 54.8 | |||||||||||||||
| Belk Inc |
(j)(s) | Retailing | L+750 | 1.0 | % | 7/31/25 | 2.2 | 2.2 | 2.2 | |||||||||||||||
| Belk Inc |
(j)(o)(p)(s) | Retailing | 10.0%, 0.0% PIK (8.0% Max PIK) | 7/31/25 | 37.3 | 18.9 | 24.3 | |||||||||||||||||
| Berner Food & Beverage LLC |
(j) | Food & Staples Retailing | L+875 | 1.0 | % | 3/16/22 | 4.9 | 4.9 | 5.2 | |||||||||||||||
| Borden (New Dairy Opco) |
(j)(u) | Food, Beverage & Tobacco | L+250 | 1.0 | % | 7/20/25 | 11.4 | 11.4 | 11.4 | |||||||||||||||
| Borden (New Dairy Opco) |
(j)(u) | Food, Beverage & Tobacco | L+700, 0.0% PIK (1.0% Max PIK) | 1.0 | % | 7/20/25 | 25.2 | 25.2 | 25.2 | |||||||||||||||
| Borden Dairy Co |
(j)(o)(p)(u) | Food, Beverage & Tobacco | L+825 | 1.0 | % | 7/6/23 | 39.0 | 38.3 | — | |||||||||||||||
| Caprock Midstream LLC |
(j)(s) | Energy | L+475 | 0.0 | % | 11/3/25 | 13.4 | 12.8 | 12.8 | |||||||||||||||
| Charles Taylor PLC |
(j)(m) | Diversified Financials | L+575 | 0.0 | % | 1/24/27 | £ | 5.4 | 6.9 | 7.1 | ||||||||||||||
| Cimarron Energy Inc |
(j) | Energy | L+900 | 1.0 | % | 12/31/22 | $ | 7.5 | 7.5 | 6.6 | ||||||||||||||
| Constellis Holdings LLC |
(j)(u) | Capital Goods | L+750 | 1.0 | % | 3/31/24 | 15.0 | 15.0 | 15.0 | |||||||||||||||
| CSafe Global |
(f)(h)(i)(j)(k)(l) | Capital Goods | L+625 | 1.0 | % | 12/23/27 | 124.4 | 124.0 | 124.4 | |||||||||||||||
| CSafe Global |
(j) | Capital Goods | L+625 | 1.0 | % | 12/23/27 | 4.1 | 4.1 | 4.1 | |||||||||||||||
| CSafe Global |
(n) | Capital Goods | L+625 | 1.0 | % | 12/23/27 | 10.7 | 10.7 | 10.7 | |||||||||||||||
| CSM Bakery Products |
(i)(s) | Food, Beverage & Tobacco | L+625 | 1.0 | % | 1/4/22 | 6.4 | 6.3 | 6.4 | |||||||||||||||
| Dental Care Alliance Inc |
(f)(h)(l) | Health Care Equipment & Services | L+625 | 0.8 | % | 3/12/27 | 48.9 | 48.5 | 48.5 | |||||||||||||||
| Dental Care Alliance Inc |
(n) | Health Care Equipment & Services | L+625 | 0.8 | % | 3/12/27 | 12.1 | 12.1 | 12.0 | |||||||||||||||
| Eagle Family Foods Inc |
(j) | Food, Beverage & Tobacco | L+650 | 1.0 | % | 6/14/23 | 1.6 | 1.6 | 1.6 | |||||||||||||||
| Eagle Family Foods Inc |
(n) | Food, Beverage & Tobacco | L+650 | 1.0 | % | 6/14/23 | 6.5 | 6.5 | 6.5 | |||||||||||||||
| Eagle Family Foods Inc |
(f)(h)(i)(k) | Food, Beverage & Tobacco | L+650 | 1.0 | % | 6/14/24 | 43.5 | 43.3 | 43.5 | |||||||||||||||
| Eagleclaw Midstream Ventures LLC |
(j)(s) | Energy | L+425 | 1.0 | % | 6/24/24 | 8.8 | 8.3 | 8.5 | |||||||||||||||
| EIF Van Hook Holdings LLC |
(j)(s) | Energy | L+525 | 0.0 | % | 9/5/24 | 2.1 | 2.0 | 1.3 | |||||||||||||||
| Empire Today LLC |
(f)(h)(i)(j)(k)(l) | Retailing | L+650 | 1.0 | % | 11/17/22 | 127.3 | 127.3 | 127.3 | |||||||||||||||
| Entertainment Benefits Group LLC |
(j) | Media & Entertainment | L+575, 2.5% PIK (2.5% Max PIK) | 1.0 | % | 9/30/24 | 5.1 | 5.1 | 4.5 | |||||||||||||||
| Entertainment Benefits Group LLC |
(n) | Media & Entertainment | L+575, 2.5% PIK (2.5% Max PIK) | 1.0 | % | 9/30/24 | 0.5 | 0.5 | 0.5 | |||||||||||||||
| Entertainment Benefits Group LLC |
(f)(h)(i)(j) | Media & Entertainment | L+575, 2.5% PIK (2.5% Max PIK) | 1.0 | % | 9/30/25 | 32.5 | 32.2 | 28.8 | |||||||||||||||
| Fairway Group Holdings Corp |
(j)(o)(p)(u) | Food & Staples Retailing | 12.0% PIK (12.0% MAX PIK) | 11/27/23 | 12.3 | 11.2 | 0.8 | |||||||||||||||||
| Fairway Group Holdings Corp |
(j)(o)(p)(u) | Food & Staples Retailing | 10.0% PIK (10.0% Max PIK) | 11/28/23 | 7.6 | 5.7 | — | |||||||||||||||||
| FloWorks International LLC |
(j) | Capital Goods | L+650 | 1.0 | % | 10/14/26 | 30.1 | 29.8 | 29.6 | |||||||||||||||
See notes to unaudited consolidated financial statements.
5
Table of Contents
FS KKR Capital Corp. II
Unaudited Consolidated Schedule of Investments (continued)
As of March 31, 2021
(in millions, except share amounts)
| Portfolio Company(a) |
Footnotes |
Industry |
Rate(b) |
Floor(b) | Maturity | Principal
Amount(c) |
Amortized Cost |
Fair
Value(d) |
||||||||||||||||
| FloWorks International LLC |
(n) | Capital Goods | L+650 | 1.0 | % | 10/14/26 | $ | 15.1 | $ | 14.9 | $ | 14.8 | ||||||||||||
| Foundation Consumer Brands LLC |
(j) | Pharmaceuticals, Biotechnology & Life Sciences | L+638 | 1.0 | % | 10/1/26 | 58.1 | 58.1 | 58.1 | |||||||||||||||
| Foundation Consumer Brands LLC |
(n) | Pharmaceuticals, Biotechnology & Life Sciences | L+638 | 1.0 | % | 2/12/27 | 3.6 | 3.6 | 3.6 | |||||||||||||||
| Frontline Technologies Group LLC |
(j) | Software & Services | L+575 | 1.0 | % | 9/18/23 | 5.3 | 5.2 | 5.3 | |||||||||||||||
| Frontline Technologies Group LLC |
(k) | Software & Services | L+575 | 1.0 | % | 9/18/23 | 54.0 | 54.0 | 54.6 | |||||||||||||||
| Greystone Equity Member Corp |
(j)(m) | Diversified Financials | L+725 | 3.8 | % | 4/1/26 | 164.3 | 164.3 | 163.0 | |||||||||||||||
| Heniff Transportation Systems LLC |
(j) | Transportation | L+575 | 1.0 | % | 12/3/24 | 8.7 | 8.7 | 8.7 | |||||||||||||||
| Heniff Transportation Systems LLC |
(n) | Transportation | L+575 | 1.0 | % | 12/3/24 | 0.9 | 0.9 | 0.9 | |||||||||||||||
| Heniff Transportation Systems LLC |
(f)(h)(i)(j) | Transportation | L+575 | 1.0 | % | 12/3/26 | 74.5 | 74.2 | 75.0 | |||||||||||||||
| Heniff Transportation Systems LLC |
(j) | Transportation | L+625 | 1.0 | % | 12/3/26 | 10.6 | 10.6 | 10.6 | |||||||||||||||
| Higginbotham Insurance Agency Inc |
(j) | Insurance | L+575 | 0.8 | % | 11/25/26 | 49.6 | 49.3 | 49.9 | |||||||||||||||
| Higginbotham Insurance Agency Inc |
(n) | Insurance | L+575 | 0.8 | % | 11/25/26 | 14.0 | 13.9 | 14.0 | |||||||||||||||
| HM Dunn Co Inc |
(j)(o)(p)(v) | Capital Goods | L+875 PIK (L+875 Max PIK) | 1.0 | % | 12/31/21 | 63.9 | 44.4 | 15.9 | |||||||||||||||
| HM Dunn Co Inc |
(j)(v) | Capital Goods | 15.0% PIK (15.0% Max PIK) | 12/31/21 | 6.5 | 6.5 | 4.3 | |||||||||||||||||
| HM Dunn Co Inc |
(j)(v) | Capital Goods | 15.0% PIK (15.0% Max PIK) | 12/31/21 | 12.5 | 12.4 | 8.4 | |||||||||||||||||
| Hudson Technologies Co |
(j)(m) | Commercial & Professional Services | L+1,025 | 1.0 | % | 10/10/23 | 51.9 | 51.7 | 42.9 | |||||||||||||||
| Individual FoodService |
(j) | Capital Goods | L+625 | 1.0 | % | 11/22/24 | 0.8 | 0.8 | 0.8 | |||||||||||||||
| Individual FoodService |
(n) | Capital Goods | L+625 | 1.0 | % | 11/22/24 | 3.5 | 3.5 | 3.5 | |||||||||||||||
| Individual FoodService |
(j)(k) | Capital Goods | L+625 | 1.0 | % | 11/22/25 | 64.3 | 64.3 | 64.6 | |||||||||||||||
| Individual FoodService |
(n) | Capital Goods | L+625 | 1.0 | % | 11/22/25 | 4.3 | 4.3 | 4.4 | |||||||||||||||
| Industria Chimica Emiliana Srl |
(j)(m) | Pharmaceuticals, Biotechnology & Life Sciences | E+725 | 0.0 | % | 6/30/26 | € | 51.8 | 55.6 | 62.3 | ||||||||||||||
| Industria Chimica Emiliana Srl |
(j)(m) | Pharmaceuticals, Biotechnology & Life Sciences | E+725 | 0.0 | % | 9/27/26 | 9.5 | 10.9 | 11.4 | |||||||||||||||
| Industry City TI Lessor LP |
(j)(k) | Consumer Services | 10.8%, 1.0% PIK (1.0% Max PIK) | 6/30/26 | $ | 9.4 | 9.4 | 10.3 | ||||||||||||||||
| J S Held LLC |
(f)(j)(k) | Insurance | L+600 | 1.0 | % | 7/1/25 | 83.8 | 83.4 | 84.7 | |||||||||||||||
| J S Held LLC |
(n) | Insurance | L+600 | 1.0 | % | 7/1/25 | 31.8 | 31.5 | 32.1 | |||||||||||||||
| J S Held LLC |
(j) | Insurance | L+600 | 1.0 | % | 7/1/25 | 3.1 | 3.1 | 3.1 | |||||||||||||||
| J S Held LLC |
(n) | Insurance | L+600 | 1.0 | % | 7/1/25 | 4.7 | 4.7 | 4.7 | |||||||||||||||
| Jarrow Formulas Inc |
(f)(h)(i)(j)(k)(l) | Household & Personal Products | L+625 | 1.0 | % | 11/30/26 | 133.2 | 131.6 | 133.3 | |||||||||||||||
| Jo-Ann Stores Inc |
(j)(s) | Retailing | L+500 | 1.0 | % | 10/20/23 | 3.6 | 2.8 | 3.6 | |||||||||||||||
| Karman Space Inc |
(j) | Capital Goods | L+650 | 1.0 | % | 12/21/25 | 39.2 | 38.5 | 38.5 | |||||||||||||||
| Karman Space Inc |
(n) | Capital Goods | L+650 | 1.0 | % | 12/21/25 | 2.9 | 2.8 | 2.8 | |||||||||||||||
| KBP Investments LLC |
(j) | Food & Staples Retailing | L+500 | 1.0 | % | 5/14/23 | 9.0 | 8.9 | 9.0 | |||||||||||||||
| KBP Investments LLC |
(n) | Food & Staples Retailing | L+500 | 1.0 | % | 5/14/23 | 27.4 | 27.1 | 27.4 | |||||||||||||||
| Kellermeyer Bergensons Services LLC |
(f)(h)(i)(j)(k)(l) | Commercial & Professional Services | L+650 | 1.0 | % | 11/7/26 | 170.6 | 169.4 | 172.3 | |||||||||||||||
| Kellermeyer Bergensons Services LLC |
(n) | Commercial & Professional Services | L+650 | 1.0 | % | 11/7/26 | 32.9 | 32.9 | 33.2 | |||||||||||||||
| Lexitas Inc |
(h)(i)(j) | Commercial & Professional Services | L+600 | 1.0 | % | 11/14/25 | 37.5 | 37.4 | 37.8 | |||||||||||||||
| Lexitas Inc |
(n) | Commercial & Professional Services | L+600 | 1.0 | % | 11/14/25 | 12.1 | 12.0 | 12.2 | |||||||||||||||
| Lexitas Inc |
(n) | Commercial & Professional Services | L+600 | 1.0 | % | 11/14/25 | 2.9 | 2.9 | 2.9 | |||||||||||||||
| Lexitas Inc |
(n) | Commercial & Professional Services | L+600 | 1.0 | % | 11/14/25 | 14.3 | 14.3 | 14.2 | |||||||||||||||
| Lionbridge Technologies Inc |
(f)(h)(k)(l) | Consumer Services | L+700 | 1.0 | % | 12/29/25 | 71.7 | 71.4 | 71.7 | |||||||||||||||
| Lipari Foods LLC |
(f)(j)(k) | Food & Staples Retailing | L+588 | 1.0 | % | 1/6/25 | 171.2 | 170.2 | 172.9 | |||||||||||||||
| MB2 Dental Solutions LLC |
(h)(i)(j)(l) | Health Care Equipment & Services | L+600 | 1.0 | % | 1/29/27 | 119.7 | 118.5 | 118.5 | |||||||||||||||
| MB2 Dental Solutions LLC |
(n) | Health Care Equipment & Services | L+600 | 1.0 | % | 1/29/27 | 36.7 | 36.3 | 36.3 | |||||||||||||||
| Miami Beach Medical Group LLC |
(h)(i)(j)(l) | Health Care Equipment & Services | L+650 | 1.0 | % | 12/14/26 | 137.4 | 136.1 | 137.5 | |||||||||||||||
| Miami Beach Medical Group LLC |
(n) | Health Care Equipment & Services | L+650 | 1.0 | % | 12/14/26 | 24.5 | 24.5 | 24.5 | |||||||||||||||
See notes to unaudited consolidated financial statements.
6
Table of Contents
FS KKR Capital Corp. II
Unaudited Consolidated Schedule of Investments (continued)
As of March 31, 2021
(in millions, except share amounts)
| Portfolio Company(a) |
Footnotes |
Industry |
Rate(b) |
Floor(b) | Maturity | Principal
Amount(c) |
Amortized Cost |
Fair
Value(d) |
||||||||||||||||
| Monitronics International Inc |
(f)(j)(s) | Commercial & Professional Services | L+650 | 1.3 | % | 3/29/24 | $ | 18.9 | $ | 18.1 | $ | 18.5 | ||||||||||||
| Monitronics International Inc |
(f)(s) | Commercial & Professional Services | L+500 | 1.5 | % | 7/3/24 | 1.9 | 1.9 | 1.9 | |||||||||||||||
| Monitronics International Inc |
(j) | Commercial & Professional Services | L+500 | 1.5 | % | 7/3/24 | 12.6 | 12.6 | 11.9 | |||||||||||||||
| Monitronics International Inc |
(n) | Commercial & Professional Services | L+500 | 1.5 | % | 7/3/24 | 57.4 | 57.4 | 54.3 | |||||||||||||||
| Motion Recruitment Partners LLC |
(j)(l) | Commercial & Professional Services | L+650 | 1.0 | % | 12/19/25 | 46.0 | 45.6 | 43.8 | |||||||||||||||
| Motion Recruitment Partners LLC |
(n) | Commercial & Professional Services | L+650 | 1.0 | % | 12/19/25 | 32.0 | 32.0 | 30.5 | |||||||||||||||
| NCI Inc |
(j) | Software & Services | L+750, 0.0% PIK (2.5% Max PIK) | 1.0 | % | 8/15/24 | 4.3 | 4.2 | 3.7 | |||||||||||||||
| Omnimax International Inc |
(h)(i)(j) | Capital Goods | L+725 | 1.0 | % | 10/8/26 | 133.6 | 132.1 | 135.6 | |||||||||||||||
| One Call Care Management Inc |
(j)(s)(u) | Health Care Equipment & Services | L+525 | 1.0 | % | 11/27/22 | 2.9 | 2.6 | 2.9 | |||||||||||||||
| P2 Energy Solutions Inc. |
(j) | Software & Services | L+675 | 1.0 | % | 1/31/25 | 2.7 | 2.7 | 2.6 | |||||||||||||||
| P2 Energy Solutions Inc. |
(n) | Software & Services | L+675 | 1.0 | % | 1/31/25 | 5.4 | 5.4 | 5.2 | |||||||||||||||
| P2 Energy Solutions Inc. |
(f)(h)(k)(l) | Software & Services | L+675 | 1.0 | % | 2/2/26 | 134.7 | 133.3 | 128.6 | |||||||||||||||
| Peak 10 Holding Corp |
(j)(s) | Telecommunication Services | L+350 | 0.0 | % | 8/1/24 | 20.2 | 18.3 | 18.9 | |||||||||||||||
| Peraton Corp |
(j)(s) | Capital Goods | L+375 | 0.8 | % | 2/1/28 | 1.6 | 1.6 | 1.7 | |||||||||||||||
| Peraton Corp |
(n)(s) | Capital Goods | L+375 | 0.8 | % | 2/1/28 | 2.9 | 2.9 | 2.9 | |||||||||||||||
| Polyconcept North America Inc |
(j)(s) | Household & Personal Products | L+450 PIK (L+450 Max PIK) | 1.0 | % | 8/16/23 | 0.5 | 0.5 | 0.4 | |||||||||||||||
| Premium Credit Ltd |
(j)(m) | Diversified Financials | L+650 | 0.0 | % | 1/16/26 | £ | 39.6 | 50.7 | 54.7 | ||||||||||||||
| Production Resource Group LLC |
(j)(v) | Media & Entertainment | L+300, 5.5% PIK (5.5% Max PIK) | 0.3 | % | 8/21/24 | $ | 123.9 | 123.9 | 123.9 | ||||||||||||||
| Production Resource Group LLC |
(j)(v) | Media & Entertainment | L+550 PIK (L+550 Max PIK) | 1.0 | % | 8/21/24 | 0.1 | 0.0 | 0.1 | |||||||||||||||
| Production Resource Group LLC |
(j)(v) | Media & Entertainment | L+750, 0.0% PIK (3.1% Max PIK) | 1.0 | % | 8/21/24 | 59.7 | 59.7 | 59.7 | |||||||||||||||
| Project Marron |
(f)(j)(m) | Consumer Services | C+575 | 0.0 | % | 7/2/25 | C$ | 28.7 | 21.9 | 21.5 | ||||||||||||||
| Project Marron |
(j)(m) | Consumer Services | B+575 | 0.0 | % | 7/3/25 | A$ | 36.5 | 24.2 | 26.0 | ||||||||||||||
| Propulsion Acquisition LLC |
(f)(i)(j)(k)(l) | Capital Goods | L+700 | 1.0 | % | 7/13/24 | $ | 61.0 | 60.4 | 62.0 | ||||||||||||||
| PSKW LLC |
(i)(k)(l) | Health Care Equipment & Services | L+625 | 1.0 | % | 3/9/26 | 160.1 | 158.4 | 161.7 | |||||||||||||||
| Reliant Rehab Hospital Cincinnati LLC |
(f)(i)(k) | Health Care Equipment & Services | L+675 | 0.0 | % | 9/2/24 | 96.7 | 96.2 | 93.9 | |||||||||||||||
| Revere Superior Holdings Inc |
(j) | Software & Services | L+575 | 1.0 | % | 9/30/26 | 10.3 | 10.3 | 10.5 | |||||||||||||||
| Revere Superior Holdings Inc |
(n) | Software & Services | L+575 | 1.0 | % | 9/30/26 | 2.3 | 2.3 | 2.3 | |||||||||||||||
| RSC Insurance Brokerage Inc |
(n) | Insurance | L+550 | 1.0 | % | 9/30/26 | 4.6 | 4.5 | 4.6 | |||||||||||||||
| RSC Insurance Brokerage Inc |
(f)(h)(i)(j)(k) | Insurance | L+550 | 1.0 | % | 10/30/26 | 120.0 | 119.4 | 121.1 | |||||||||||||||
| RSC Insurance Brokerage Inc |
(j) | Insurance | L+550 | 1.0 | % | 10/30/26 | 15.3 | 15.3 | 15.4 | |||||||||||||||
| RSC Insurance Brokerage Inc |
(n) | Insurance | L+550 | 1.0 | % | 10/30/26 | 25.0 | 25.0 | 25.3 | |||||||||||||||
| Safe-Guard Products International LLC |
(f)(k)(l) | Diversified Financials | L+575 | 0.0 | % | 1/27/27 | 67.9 | 67.3 | 68.6 | |||||||||||||||
| Savers Inc |
(f)(j)(k) | Retailing | L+800, 0.8% PIK (0.8% Max PIK) | 1.5 | % | 3/28/24 | 75.8 | 76.0 | 78.4 | |||||||||||||||
| Savers Inc |
(f)(j)(m) | Retailing | C+850, 0.8% PIK (0.8% Max PIK) | 1.5 | % | 3/28/24 | C$ | 107.0 | 81.8 | 88.0 | ||||||||||||||
| Sequa Corp |
(j)(s) | Capital Goods | L+675, 0.0% PIK (1.0% Max PIK) | 1.0 | % | 11/28/23 | $ | 4.7 | 4.4 | 4.7 | ||||||||||||||
| Sequa Corp |
(j) | Capital Goods | L+900, 0.0% PIK (9.5% Max PIK) | 1.0 | % | 7/31/25 | 16.4 | 16.1 | 17.2 | |||||||||||||||
| Sequel Youth & Family Services LLC |
(j)(o)(p) | Health Care Equipment & Services | L+700 | 1.0 | % | 9/1/23 | 15.4 | 15.4 | 6.0 | |||||||||||||||
| Sequel Youth & Family Services LLC |
(j)(o)(p) | Health Care Equipment & Services | L+800 | 1.0 | % | 9/1/23 | 90.0 | 90.0 | 35.2 | |||||||||||||||
| Sequential Brands Group Inc. |
(h)(i)(j) | Consumer Durables & Apparel | L+875 | 0.0 | % | 2/7/24 | 211.8 | 209.4 | 173.9 | |||||||||||||||
| SIRVA Worldwide Inc |
(j)(s) | Commercial & Professional Services | L+550 | 0.0 | % | 8/4/25 | 7.2 | 7.1 | 6.7 | |||||||||||||||
| Sorenson Communications LLC |
(f)(h)(j)(l)(s) | Telecommunication Services | L+550 | 0.8 | % | 3/17/26 | 46.8 | 46.3 | 46.9 | |||||||||||||||
| Spins LLC |
(k)(l) | Software & Services | L+575 | 1.0 | % | 1/20/27 | 42.7 | 42.3 | 42.3 | |||||||||||||||
| Spins LLC |
(n) | Software & Services | L+575 | 1.0 | % | 1/20/27 | 5.6 | 5.6 | 5.6 | |||||||||||||||
| Sungard Availability Services Capital Inc |
(j) | Software & Services | L+375, 3.8% PIK (3.8% Max PIK) | 1.0 | % | 7/1/24 | 3.1 | 3.2 | 3.2 | |||||||||||||||
See notes to unaudited consolidated financial statements.
7
Table of Contents
FS KKR Capital Corp. II
Unaudited Consolidated Schedule of Investments (continued)
As of March 31, 2021
(in millions, except share amounts)
| Portfolio Company(a) |
Footnotes |
Industry |
Rate(b) |
Floor(b) | Maturity | Principal
Amount(c) |
Amortized Cost |
Fair
Value(d) |
||||||||||||||||
| Sungard Availability Services Capital Inc |
(n) | Software & Services | L+375, 3.8% PIK (3.8% Max PIK) | 1.0 | % | 7/1/24 | $ | 1.6 | $ | 1.7 | $ | 1.7 | ||||||||||||
| Sweeping Corp of America Inc |
(j) | Commercial & Professional Services | L+575 | 1.0 | % | 11/30/26 | 31.4 | 31.1 | 31.4 | |||||||||||||||
| Sweeping Corp of America Inc |
(n) | Commercial & Professional Services | L+575 | 1.0 | % | 11/30/26 | 8.0 | 7.9 | 8.0 | |||||||||||||||
| Sweeping Corp of America Inc |
(n) | Commercial & Professional Services | L+575 | 1.0 | % | 11/30/26 | 4.0 | 4.0 | 4.0 | |||||||||||||||
| Swift Worldwide Resources Holdco Ltd |
(h)(j)(l) | Energy | L+1,000, 1.0% PIK (1.0% Max PIK) | 2.5 | % | 7/20/21 | 38.5 | 38.5 | 38.5 | |||||||||||||||
| Tangoe LLC |
(f)(j)(k) | Software & Services | L+650 | 1.0 | % | 11/28/25 | 101.9 | 101.2 | 87.8 | |||||||||||||||
| Torrid Inc |
(f)(h)(i)(j) | Retailing | L+675 | 1.0 | % | 12/16/24 | 32.7 | 32.4 | 33.0 | |||||||||||||||
| Total Safety US Inc |
(f)(s) | Capital Goods | L+600 | 1.0 | % | 8/16/25 | 1.0 | 0.9 | 1.0 | |||||||||||||||
| Trace3 Inc |
(f)(h)(i)(j)(k) | Software & Services | L+675 | 1.0 | % | 8/3/24 | 162.9 | 162.9 | 162.9 | |||||||||||||||
| Transaction Services Group Ltd |
(j)(m) | Software & Services | B+600 | 0.0 | % | 10/15/26 | A$ | 72.7 | 48.3 | 53.3 | ||||||||||||||
| Transaction Services Group Ltd |
(j)(m) | Software & Services | L+600 | 0.0 | % | 10/15/26 | $ | 20.1 | 20.1 | 19.4 | ||||||||||||||
| Transaction Services Group Ltd |
(j)(m) | Software & Services | L+600 | 0.0 | % | 10/15/26 | £ | 7.7 | 9.8 | 10.3 | ||||||||||||||
| Truck-Lite Co LLC |
(j) | Capital Goods | L+625 | 1.0 | % | 12/13/24 | $ | 6.8 | 6.8 | 6.8 | ||||||||||||||
| Truck-Lite Co LLC |
(n) | Capital Goods | L+625 | 1.0 | % | 12/13/24 | 6.8 | 6.8 | 6.8 | |||||||||||||||
| Truck-Lite Co LLC |
(f)(h)(j)(k) | Capital Goods | L+625 | 1.0 | % | 12/13/26 | 145.0 | 143.8 | 145.4 | |||||||||||||||
| Virgin Pulse Inc |
(f)(i)(k) | Software & Services | L+600 | 1.0 | % | 5/22/25 | 157.4 | 156.6 | 157.4 | |||||||||||||||
| Warren Resources Inc |
(j)(v) | Energy | L+900, 1.0% PIK (1.0% Max PIK) | 1.0 | % | 5/22/24 | 21.3 | 21.3 | 21.3 | |||||||||||||||
| West Corp |
(i)(s) | Software & Services | L+350 | 1.0 | % | 10/10/24 | 2.9 | 2.6 | 2.8 | |||||||||||||||
| West Corp |
(k)(s) | Software & Services | L+400 | 1.0 | % | 10/10/24 | 13.9 | 13.1 | 13.5 | |||||||||||||||
| Wheels Up Partners LLC |
(j) | Transportation | L+855 | 1.0 | % | 10/15/21 | 0.2 | 0.2 | 0.2 | |||||||||||||||
| Wheels Up Partners LLC |
(j) | Transportation | L+855 | 1.0 | % | 7/15/22 | 0.2 | 0.2 | 0.2 | |||||||||||||||
| Wheels Up Partners LLC |
(j) | Transportation | L+710 | 1.0 | % | 6/30/24 | 0.9 | 0.9 | 0.9 | |||||||||||||||
| Wheels Up Partners LLC |
(j) | Transportation | L+710 | 1.0 | % | 11/1/24 | 0.4 | 0.4 | 0.4 | |||||||||||||||
| Wheels Up Partners LLC |
(j) | Transportation | L+710 | 1.0 | % | 12/21/24 | 1.4 | 1.4 | 1.4 | |||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
| Total Senior Secured Loans—First Lien |
5,612.3 | 5,409.5 | ||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
| Unfunded Loan Commitments |
(441.9 | ) | (441.9 | ) | ||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
| Net Senior Secured Loans—First Lien |
5,170.4 | 4,967.6 | ||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
| Senior Secured Loans—Second Lien —16.7% |
||||||||||||||||||||||||
| Advanced Lighting Technologies Inc |
(j) | Materials | L+600 | 1.0 | % | 3/16/27 | 3.3 | 3.3 | 3.3 | |||||||||||||||
| Ammeraal Beltech Holding BV |
(f)(j)(k)(m) | Capital Goods | L+800 | 1.0 | % | 9/12/26 | 51.3 | 50.5 | 50.0 | |||||||||||||||
| BCA Marketplace PLC |
(j)(m) | Retailing | L+825 | 0.0 | % | 11/22/27 | £ | 28.0 | 34.7 | 38.9 | ||||||||||||||
| Byrider Finance LLC |
(j) | Automobiles & Components | L+1,000, 0.5% PIK (0.5% Max PIK) | 1.3 | % | 6/7/22 | $ | 36.0 | 36.0 | 36.0 | ||||||||||||||
| Constellis Holdings LLC |
(f)(j)(u) | Capital Goods | L+100, 10.0% PIK (10.0% Max PIK) | 1.0 | % | 3/27/25 | 13.5 | 13.5 | 13.5 | |||||||||||||||
| Datatel Inc |
(j) | Software & Services | L+800 | 1.0 | % | 10/9/28 | 125.5 | 124.0 | 126.4 | |||||||||||||||
| Excelitas Technologies Corp |
(i)(s) | Technology Hardware & Equipment | L+750 | 1.0 | % | 12/1/25 | 6.6 | 6.7 | 6.7 | |||||||||||||||
| Fairway Group Holdings Corp |
(j)(o)(p)(u) | Food & Staples Retailing | 11.0% PIK (11.0% Max PIK) | 2/24/24 | 6.9 | 5.0 | — | |||||||||||||||||
| Gruden Acquisition Inc |
(k)(s) | Transportation | L+850 | 1.0 | % | 8/18/23 | 25.0 | 24.6 | 24.6 | |||||||||||||||
| Misys Ltd |
(j)(m)(s) | Software & Services | L+725 | 1.0 | % | 6/13/25 | 21.8 | 21.7 | 22.0 | |||||||||||||||
| NEP Broadcasting LLC |
(j)(s) | Media & Entertainment | L+700 | 0.0 | % | 10/19/26 | 5.8 | 5.6 | 5.4 | |||||||||||||||
| OEConnection LLC |
(f)(k) | Software & Services | L+825 | 0.0 | % | 9/25/27 | 42.9 | 42.6 | 43.4 | |||||||||||||||
| Ontic Engineering & Manufacturing Inc |
(f)(j)(l) | Capital Goods | L+850 | 0.0 | % | 10/29/27 | 26.8 | 26.4 | 27.1 | |||||||||||||||
| OPE Inmar Acquisition Inc |
(i)(s) | Software & Services | L+800 | 1.0 | % | 5/1/25 | 15.0 | 15.0 | 14.3 | |||||||||||||||
See notes to unaudited consolidated financial statements.
8
Table of Contents
FS KKR Capital Corp. II
Unaudited Consolidated Schedule of Investments (continued)
As of March 31, 2021
(in millions, except share amounts)
| Portfolio Company(a) |
Footnotes |
Industry |
Rate(b) |
Floor(b) | Maturity | Principal
Amount(c) |
Amortized Cost |
Fair
Value(d) |
||||||||||||||||
| Paradigm Acquisition Corp |
(i)(s) | Health Care Equipment & Services | L+750 | 0.0 | % | 10/26/26 | $ | 1.4 | $ | 1.4 | $ | 1.4 | ||||||||||||
| Peraton Corp |
(j)(k) | Capital Goods | L+800 | 1.0 | % | 2/1/29 | 122.6 | 118.9 | 118.9 | |||||||||||||||
| Polyconcept North America Inc |
(j) | Household & Personal Products | 11.0% PIK (11.0% Max PIK) | 0.0 | % | 2/16/24 | 0.2 | 0.2 | 0.2 | |||||||||||||||
| Pretium Packaging LLC |
(k) | Household & Personal Products | L+825 | 0.8 | % | 11/6/28 | 10.6 | 10.4 | 10.8 | |||||||||||||||
| Pure Fishing Inc |
(f)(j) | Consumer Durables & Apparel | L+838 | 1.0 | % | 12/31/26 | 45.9 | 45.5 | 45.0 | |||||||||||||||
| Rise Baking Company |
(f)(i)(j) | Food, Beverage & Tobacco | L+800 | 1.0 | % | 8/9/26 | 17.6 | 17.5 | 16.6 | |||||||||||||||
| Savers Inc |
(j) | Retailing | 14.8% PIK (14.8% Max PIK) | 3/28/24 | 16.2 | 17.2 | 16.8 | |||||||||||||||||
| Sequa Corp |
(j)(s) | Capital Goods | L+1,075, 0.0% PIK (6.8% Max PIK) | 1.0 | % | 4/28/24 | 2.4 | 2.4 | 2.2 | |||||||||||||||
| SIRVA Worldwide Inc |
(j)(s) | Commercial & Professional Services | L+950 | 0.0 | % | 8/3/26 | 6.5 | 6.0 | 5.6 | |||||||||||||||
| Sorenson Communications LLC |
(j)(k) | Telecommunication Services | L+1,150 PIK (L+1,150 Max PIK) | 3/17/26 | 3.2 | 3.2 | 3.2 | |||||||||||||||||
| Sungard Availability Services Capital Inc |
(j) | Software & Services | L+400, 2.8% PIK (2.8% Max PIK) | 1.0 | % | 8/1/24 | 12.3 | 12.3 | 12.3 | |||||||||||||||
| Vantage Specialty Chemicals Inc |
(j)(s) | Materials | L+825 | 1.0 | % | 10/27/25 | 0.8 | 0.7 | 0.7 | |||||||||||||||
| WireCo WorldGroup Inc |
(j)(s) | Capital Goods | L+900 | 1.0 | % | 9/30/24 | 14.1 | 14.0 | 12.8 | |||||||||||||||
| Wittur Holding GmbH |
(j)(m) | Capital Goods | E+850, 0.5% PIK (0.5% Max PIK) | 0.0 | % | 9/23/27 | € | 55.5 | 61.0 | 62.4 | ||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
| Total Senior Secured Loans—Second Lien |
720.3 | 720.5 | ||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
| Other Senior Secured Debt —1.3% |
||||||||||||||||||||||||
| Black Swan Energy Ltd |
(j)(m) | Energy | 9.0% | 1/20/24 | $ | 4.0 | 4.0 | 4.0 | ||||||||||||||||
| JW Aluminum Co |
(j)(k)(s)(u) | Materials | 10.3% | 6/1/26 | 37.2 | 37.3 | 39.4 | |||||||||||||||||
| TruckPro LLC |
(j)(s) | Capital Goods | 11.0% | 10/15/24 | 6.4 | 6.1 | 7.0 | |||||||||||||||||
| Velvet Energy Ltd |
(j)(m) | Energy | 9.0% | 10/5/23 | 7.5 | 7.5 | 6.7 | |||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
| Total Other Senior Secured Debt |
54.9 | 57.1 | ||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
| Subordinated Debt —0.6% |
||||||||||||||||||||||||
| ClubCorp Club Operations Inc |
(j)(s) | Consumer Services | 8.5% | 9/15/25 | 22.8 | 22.2 | 21.6 | |||||||||||||||||
| Craftworks Rest & Breweries Group Inc |
(j)(o)(p) | Consumer Services | 14.0% PIK (14.0% Max PIK) | 11/1/24 | 6.2 | 6.1 | — | |||||||||||||||||
| Intelsat Jackson Holdings SA |
(j)(m)(o)(p)(s) | Media & Entertainment | 5.5% | 8/1/23 | 3.7 | 3.5 | 2.3 | |||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
| Total Subordinated Debt |
31.8 | 23.9 | ||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
| Portfolio Company(a) |
Footnotes |
Industry |
Rate(b) |
Floor(b) | Maturity | Principal Amount(c)/ Number of Shares |
Amortized Cost |
Fair Value(d) |
||||||||||||||||
| Asset Based Finance —19.3% |
||||||||||||||||||||||||
| 801 5th Ave, Seattle, Private Equity |
(j)(m)(o)(v) | Real Estate | 4,025,308 | $ | 4.0 | $ | 9.3 | |||||||||||||||||
| 801 5th Ave, Seattle, Structure Mezzanine |
(j)(m)(v) | Real Estate | 8.0%, 3.0% PIK (3.0% Max PIK) | 12/19/29 | $ | 26.1 | 26.1 | 26.1 | ||||||||||||||||
| Abacus JV, Private Equity |
(j)(m) | Insurance | 40,241,018 | 40.2 | 41.2 | |||||||||||||||||||
| Accelerator Investments Aggregator LP, Private Equity |
(j)(m)(o) | Diversified Financials | 239,883 | 0.3 | 0.2 | |||||||||||||||||||
| Altavair AirFinance, Private Equity |
(j)(m) | Capital Goods | 60,843,296 | 60.8 | 63.1 | |||||||||||||||||||
| Australis Maritime, Common Stock |
(j)(m) | Transportation | 24,961,175 | 25.0 | 24.8 | |||||||||||||||||||
| Avida Holding AB, Common Stock |
(j)(m)(o)(u) | Diversified Financials | 76,752,002 | 8.3 | 9.0 | |||||||||||||||||||
| Byrider Finance LLC, Structured Mezzanine |
(j) | Automobiles & Components | L+1,050 | 0.3 | % | 6/3/28 | $ | 8.6 | 8.6 | 8.6 | ||||||||||||||
| Byrider Finance LLC, Structured Mezzanine |
(n) | Automobiles & Components | L+1,050 | 0.3 | % | 6/3/28 | $ | 6.8 | 6.8 | 6.8 | ||||||||||||||
See notes to unaudited consolidated financial statements.
9
Table of Contents
FS KKR Capital Corp. II
Unaudited Consolidated Schedule of Investments (continued)
As of March 31, 2021
(in millions, except share amounts)
| Portfolio Company(a) |
Footnotes |
Industry |
Rate(b) |
Floor(b) | Maturity | Principal Amount(c)/ Number of Shares |
Amortized Cost |
Fair Value(d) |
||||||||||||||||
| Byrider Finance LLC, Sub Note |
(j)(m) | Automobiles & Components | 8.7% | 2/17/25 | $ | 4.2 | $ | 4.0 | $ | 4.4 | ||||||||||||||
| Callodine Commercial Finance LLC, 2L Term Loan A |
(j) | Diversified Financials | L+900 | 1.0 | % | 11/3/25 | $ | 87.6 | 87.6 | 86.6 | ||||||||||||||
| Callodine Commercial Finance LLC, 2L Term Loan B |
(n) | Diversified Financials | L+900 | 1.0 | % | 11/3/25 | $ | 28.2 | 28.2 | 27.9 | ||||||||||||||
| Capital Automotive LP, Private Equity |
(j)(m) | Real Estate | 11,663,733 | 11.7 | 12.0 | |||||||||||||||||||
| Capital Automotive LP, Structured Mezzanine |
(j)(m) | Real Estate | 11.0% | 12/22/28 | $ | 23.2 | 23.2 | 23.2 | ||||||||||||||||
| Global Jet Capital LLC, Preferred Stock |
(g)(j)(o) | Commercial & Professional Services | $ | 80,065,036 | 80.1 | — | ||||||||||||||||||
| Global Jet Capital LLC, Structured Mezzanine |
(j) | Commercial & Professional Services | 15.0% PIK (15.0% Max PIK) | 1/30/25 | $ | 2.8 | 2.4 | 2.4 | ||||||||||||||||
| Global Jet Capital LLC, Structured Mezzanine |
(j) | Commercial & Professional Services | 15.0% PIK (15.0% Max PIK) | 4/30/25 | $ | 17.5 | 15.3 | 15.2 | ||||||||||||||||
| Global Jet Capital LLC, Structured Mezzanine |
(j) | Commercial & Professional Services | 15.0% PIK (15.0% Max PIK) | 9/3/25 | $ | 3.6 | 3.2 | 3.1 | ||||||||||||||||
| Global Jet Capital LLC, Structured Mezzanine |
(j) | Commercial & Professional Services | 15.0% PIK (15.0% Max PIK) | 9/29/25 | $ | 3.4 | 3.0 | 3.0 | ||||||||||||||||
| Global Jet Capital LLC, Structured Mezzanine |
(g)(j) | Commercial & Professional Services | 15.0% PIK (15.0% Max PIK) | 12/4/25 | $ | 103.0 | 90.1 | 89.2 | ||||||||||||||||
| Global Jet Capital LLC, Structured Mezzanine |
(g)(j)(m) | Commercial & Professional Services | 15.0% PIK (15.0% Max PIK) | 12/4/25 | $ | 22.9 | 20.1 | 19.9 | ||||||||||||||||
| Global Jet Capital LLC, Structured Mezzanine |
(g)(j) | Commercial & Professional Services | 15.0% PIK (15.0% Max PIK) | 12/9/25 | $ | 2.4 | 2.1 | 2.1 | ||||||||||||||||
| Global Jet Capital LLC, Structured Mezzanine |
(g)(j)(m) | Commercial & Professional Services | 15.0% PIK (15.0% Max PIK) | 12/9/25 | $ | 18.2 | 16.0 | 15.8 | ||||||||||||||||
| Global Jet Capital LLC, Structured Mezzanine |
(g)(j) | Commercial & Professional Services | 15.0% PIK (15.0% Max PIK) | 1/29/26 | $ | 8.8 | 7.7 | 7.6 | ||||||||||||||||
| Global Jet Capital LLC, Structured Mezzanine |
(g)(j)(m) | Commercial & Professional Services | 15.0% PIK (15.0% Max PIK) | 1/29/26 | $ | 2.0 | 1.7 | 1.7 | ||||||||||||||||
| Global Jet Capital LLC, Structured Mezzanine |
(j) | Commercial & Professional Services | 15.0% PIK (15.0% Max PIK) | 2/17/26 | $ | 23.7 | 20.8 | 20.6 | ||||||||||||||||
| Global Jet Capital LLC, Structured Mezzanine |
(j) | Commercial & Professional Services | 15.0% PIK (15.0% Max PIK) | 4/14/26 | $ | 14.7 | 12.9 | 12.7 | ||||||||||||||||
| Global Jet Capital LLC, Structured Mezzanine |
(j) | Commercial & Professional Services | 15.0% PIK (15.0% Max PIK) | 12/2/26 | $ | 25.0 | 21.9 | 21.6 | ||||||||||||||||
| Global Lending Services LLC, Private Equity |
(j)(m) | Diversified Financials | 12,967,287 | 13.0 | 15.6 | |||||||||||||||||||
| Global Lending Services LLC, Private Equity |
(j)(m) | Diversified Financials | 6,700,366 | 6.7 | 7.4 | |||||||||||||||||||
| Home Partners JV, Common Stock |
(j)(m)(o) | Real Estate | 21,672,510 | 21.7 | 34.2 | |||||||||||||||||||
| Home Partners JV, Private Equity |
(j)(m)(o)(s) | Real Estate | 706,596 | 0.7 | — | |||||||||||||||||||
| Home Partners JV, Structured Mezzanine |
(j)(m) | Real Estate | 11.0% PIK (11.0% Max PIK) | 3/25/29 | $ | 50.4 | 50.4 | 50.4 | ||||||||||||||||
| Home Partners JV, Structured Mezzanine |
(m)(n) | Real Estate | 11.0% PIK (11.0% Max PIK) | 3/25/29 | $ | 9.0 | 9.0 | 9.0 | ||||||||||||||||
| Home Partners JV 2, Private Equity |
(j)(m)(o) | Real Estate | 203,250 | 0.2 | 0.2 | |||||||||||||||||||
| Home Partners JV 2, Structured Mezzanine |
(j)(m) | Real Estate | 11.0% PIK (11.0% Max PIK) | 3/20/30 | $ | 0.5 | 0.5 | 0.5 | ||||||||||||||||
| Home Partners JV 2, Structured Mezzanine |
(m)(n) | Real Estate | 11.0% PIK (11.0% Max PIK) | 3/20/30 | $ | 15.9 | 15.9 | 15.9 | ||||||||||||||||
| Kilter Finance, Preferred Stock |
(j)(m)(v) | Insurance | 6.0%, 6.0% PIK (6.0% Max PIK) | 533,487 | 0.5 | 0.5 | ||||||||||||||||||
| Kilter Finance, Private Equity |
(j)(m)(o)(v) | Insurance | 289,268 | 0.3 | 0.3 | |||||||||||||||||||
| KKR Zeno Aggregator LP (K2 Aviation), Partnership Interest |
(j)(m)(o) | Capital Goods | 5,432,797 | 5.4 | 5.9 | |||||||||||||||||||
| Lenovo Group Ltd, Structured Mezzanine |
(j)(m) | Technology Hardware & Equipment | 8.0% | 6/22/22 | € | 9.3 | 10.5 | 10.9 | ||||||||||||||||
| Lenovo Group Ltd, Structured Mezzanine |
(j)(m) | Technology Hardware & Equipment | 8.0% | 6/22/22 | $ | 19.5 | 19.5 | 19.5 | ||||||||||||||||
| Lenovo Group Ltd, Structured Mezzanine |
(j)(m) | Technology Hardware & Equipment | 12.0% | 6/22/22 | € | 5.9 | 6.7 | 6.9 | ||||||||||||||||
| Lenovo Group Ltd, Structured Mezzanine |
(j)(m) | Technology Hardware & Equipment | 12.0% | 6/22/22 | $ | 12.4 | 12.4 | 12.4 | ||||||||||||||||
| Music IP, Private Equity |
(j)(m) | Media & Entertainment | 17,933,030 | 17.9 | 17.9 | |||||||||||||||||||
| NewStar Clarendon 2014-1A Class D |
(j)(m)(o) | Diversified Financials | 1/25/27 | $ | 8.3 | 4.3 | 2.2 | |||||||||||||||||
| Opendoor Labs Inc, 2L Term Loan |
(j)(m) | Real Estate | 10.0% | 1/23/26 | $ | 26.8 | 26.8 | 26.8 | ||||||||||||||||
| Opendoor Labs Inc, 2L Term Loan |
(m)(n) | Real Estate | 10.0% | 1/23/26 | $ | 53.6 | 53.5 | 53.6 | ||||||||||||||||
| Pretium Partners LLC P1, Structured Mezzanine |
(j)(m) | Real Estate | 2.8%, 5.3% PIK (5.3% Max PIK) | 10/22/26 | $ | 6.7 | 6.7 | 6.7 | ||||||||||||||||
| Pretium Partners LLC P2, Structured Mezzanine |
(j)(m) | Real Estate | 2.0%, 7.5% PIK (7.5% Max PIK) | 5/29/25 | $ | 15.3 | 15.3 | 15.5 | ||||||||||||||||
| Prime ST LLC, Private Equity |
(j)(m)(o)(v) | Real Estate | 3,575,777 | 3.6 | 3.8 | |||||||||||||||||||
See notes to unaudited consolidated financial statements.
10
Table of Contents
FS KKR Capital Corp. II
Unaudited Consolidated Schedule of Investments (continued)
As of March 31, 2021
(in millions, except share amounts)
| Portfolio Company(a) |
Footnotes |
Industry |
Rate(b) |
Floor(b) | Maturity | Principal Amount(c)/ Number of Shares |
Amortized Cost |
Fair Value(d) |
||||||||||||||||
| Prime ST LLC, Structured Mezzanine |
(j)(m)(v) | Real Estate | 5.0%, 6.0% PIK (6.0% Max PIK) | 3/12/30 | $ | 26.6 | $ | 26.6 | $ | 26.6 | ||||||||||||||
| Sofi Lending Corp, Purchase Facility |
(j)(m) | Diversified Financials | 38,804,946 | 38.8 | 37.3 | |||||||||||||||||||
| Toorak Capital Funding LLC, Membership Interest |
(j)(m)(o) | Real Estate | N/A | 5.4 | 6.6 | |||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
| Total Asset Based Finance |
1,004.4 | 944.7 | ||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
| Unfunded Debt Commitments |
(113.4 | ) | (113.4 | ) | ||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
| Net Asset Based Finance |
891.0 | 831.3 | ||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
| Credit Opportunities Partners, LLC —14.9% |
||||||||||||||||||||||||
| Credit Opportunities Partners, LLC |
(j)(m)(v) | Diversified Financials | 590.6 | 590.6 | 638.8 | |||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
| Total Credit Opportunities Partners, LLC |
590.6 | 638.8 | ||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
| Portfolio Company(a) |
Footnotes |
Industry |
Rate(b) |
Floor(b) | Maturity | Number of Shares |
Amortized Cost |
Fair Value(d) |
||||||||||||||||
| Equity/Other—8.0%(e) |
||||||||||||||||||||||||
| Abaco Energy Technologies LLC, Common Stock |
(j)(o) | Energy | 3,055,556 | $ | 3.1 | $ | 0.4 | |||||||||||||||||
| Abaco Energy Technologies LLC, Preferred Stock |
(j)(o) | Energy | 12,734,481 | 0.6 | 2.6 | |||||||||||||||||||
| Arena Energy LP, Warrants |
(j)(o) | Energy | 58,445,593 | 0.2 | 0.4 | |||||||||||||||||||
| ASG Technologies, Common Stock |
(j)(o)(u) | Software & Services | 625,178 | 13.5 | 33.8 | |||||||||||||||||||
| ASG Technologies, Warrant |
(j)(o)(u) | Software & Services | 6/27/22 | 314,110 | 8.9 | 10.1 | ||||||||||||||||||
| Aspect Software Inc, Common Stock |
(i)(j)(k)(o) | Software & Services | 1,148,694 | 1.9 | 2.1 | |||||||||||||||||||
| Aspect Software Inc, Warrant |
(i)(j)(k)(o) | Software & Services | 1/15/24 | 1,146,890 | — | 1.6 | ||||||||||||||||||
| ATX Networks Corp, Common Stock |
(j)(m)(o) | Technology Hardware & Equipment | 156,123 | 0.2 | — | |||||||||||||||||||
| AVF Parent LLC, Trade Claim |
(j)(o) | Retailing | 30,265 | — | — | |||||||||||||||||||
| Borden (New Dairy Opco), Common Stock |
(o)(q)(u) | Food, Beverage & Tobacco | 6,700,200 | 5.8 | 4.9 | |||||||||||||||||||
| Catalina Marketing Corp, Common Stock |
(j)(o) | Media & Entertainment | 6,522 | — | — | |||||||||||||||||||
| CDS US Intermediate Holdings Inc, Warrant |
(j)(m)(o) | Media & Entertainment | 2,023,714 | — | — | |||||||||||||||||||
| Chisholm Oil & Gas Operating LLC, Series A Units |
(j)(o)(q) | Energy | 225,000 | 0.2 | — | |||||||||||||||||||
| Cimarron Energy Inc, Common Stock |
(j)(o) | Energy | 4,302,293 | 3.9 | 0.0 | |||||||||||||||||||
| Cimarron Energy Inc, Participation Option |
(j)(o) | Energy | 25,000,000 | 1.3 | 0.2 | |||||||||||||||||||
| Constellis Holdings LLC, Private Equity |
(f)(j)(o)(u) | Capital Goods | 849,702 | 18.9 | 15.7 | |||||||||||||||||||
| Crossmark Holdings Inc, Warrant |
(j)(o) | Commercial & Professional Services | 8,358 | — | — | |||||||||||||||||||
| CTI Foods Holding Co LLC, Common Stock |
(j)(o) | Food, Beverage & Tobacco | 56 | 0.0 | 0.0 | |||||||||||||||||||
| Empire Today LLC, Common Stock |
(j)(o) | Retailing | 630 | 1.9 | 7.1 | |||||||||||||||||||
| Envigo Laboratories Inc, Series A Warrant |
(k)(o) | Health Care Equipment & Services | 4/29/24 | 10,924 | — | — | ||||||||||||||||||
| Envigo Laboratories Inc, Series B Warrant |
(k)(o) | Health Care Equipment & Services | 4/29/24 | 17,515 | — | — | ||||||||||||||||||
| Fairway Group Holdings Corp, Common Stock |
(j)(o)(u) | Food & Staples Retailing | 103,091 | 3.3 | — | |||||||||||||||||||
| Fox Head Inc, Common Stock |
(g)(j)(o) | Consumer Durables & Apparel | 10,000,000 | 10.0 | 2.3 | |||||||||||||||||||
| Harvey Industries Inc, Common Stock |
(j)(o) | Capital Goods | 2,666,667 | — | 1.8 | |||||||||||||||||||
| HM Dunn Co Inc, Preferred Stock, Series A |
(j)(k)(o)(v) | Capital Goods | 14,786 | — | — | |||||||||||||||||||
See notes to unaudited consolidated financial statements.
11
Table of Contents
F S KKR Capital Corp. II
Unaudited Consolidated Schedule of Investments (continued)
As of March 31, 2021
(in millions, except share amounts)
| Portfolio Company(a) |
Footnotes |
Industry |
Rate(b) |
Floor(b) | Maturity | Number of Shares |
Amortized Cost |
Fair Value(d) |
||||||||||||||||
| HM Dunn Co Inc, Preferred Stock, Series B |
(j)(k)(o)(v) | Capital Goods | 14,786 | $ | — | $ | — | |||||||||||||||||
| JW Aluminum Co, Common Stock |
(g)(j)(o)(u) | Materials | 631 | 0.0 | — | |||||||||||||||||||
| JW Aluminum Co, Preferred Stock |
(g)(j)(u) | Materials | 12.5% PIK (12.5% Max PIK) | 2/15/28 | 6,875 | 68.5 | 64.7 | |||||||||||||||||
| Maverick Natural Resources LLC, Common Stock |
(o)(q) | Energy | 99,110 | 27.2 | 35.5 | |||||||||||||||||||
| MB Precision Holdings LLC, Class A—2 Units |
(o)(q) | Capital Goods | 6,655,178 | 2.3 | — | |||||||||||||||||||
| Miami Beach Medical Group LLC, Common Stock |
(j)(o) | Health Care Equipment & Services | 4,730,893 | 4.7 | 4.8 | |||||||||||||||||||
| Misys Ltd, Preferred Stock |
(j)(m) | Software & Services | L+1,025 | 2,841 | 2.8 | 2.8 | ||||||||||||||||||
| One Call Care Management Inc, Common Stock |
(j)(o)(u) | Health Care Equipment & Services | 2,604,293,203 | 1.8 | 1.6 | |||||||||||||||||||
| One Call Care Management Inc, Preferred Stock A |
(j)(o)(u) | Health Care Equipment & Services | 277,791 | 19.3 | 17.3 | |||||||||||||||||||
| One Call Care Management Inc, Preferred Stock B |
(j)(u) | Health Care Equipment & Services | 9.0% PIK (9.0% Max PIK) | 10/25/29 | 5,729,445 | 5.8 | 6.5 | |||||||||||||||||
| Polyconcept North America Inc, Class A—1 Units |
(j)(o) | Household & Personal Products | 624 | 0.1 | 0.0 | |||||||||||||||||||
| Production Resource Group LLC, Preferred Stock, Series A PIK |
(j)(o)(v) | Media & Entertainment | 8/21/24 | 434,250 | 40.7 | 20.3 | ||||||||||||||||||
| Production Resource Group LLC, Preferred Stock, Series B PIK |
(j)(o)(v) | Media & Entertainment | 8/21/24 | 140 | 0.0 | — | ||||||||||||||||||
| Professional Plumbing Group Inc, Common Stock |
(g)(o) | Materials | 3,000,000 | 3.0 | 4.2 | |||||||||||||||||||
| Quorum Health Corp, Trade Claim |
(j)(o) | Health Care Equipment & Services | 4,967,000 | 0.4 | 0.5 | |||||||||||||||||||
| Quorum Health Corp, Trust Initial Funding Units |
(j)(o) | Health Care Equipment & Services | 85,805 | 0.1 | 0.1 | |||||||||||||||||||
| Ridgeback Resources Inc, Common Stock |
(g)(j)(m)(o) | Energy | 1,644,464 | 10.1 | 7.8 | |||||||||||||||||||
| Sequential Brands Group Inc., Common Stock |
(g)(j)(o) | Consumer Durables & Apparel | 13,352 | 7.2 | — | |||||||||||||||||||
| Sorenson Communications LLC, Common Stock |
(g)(j)(o) | Telecommunication Services | 43,796 | — | 47.6 | |||||||||||||||||||
| Sungard Availability Services Capital Inc, Common Stock |
(j)(k)(o) | Software & Services | 217,659 | 15.2 | 7.2 | |||||||||||||||||||
| Swift Worldwide Resources Holdco Ltd, Common Stock |
(j)(o) | Energy | 1,250,000 | 2.0 | 1.5 | |||||||||||||||||||
| Trace3 Inc, Common Stock |
(j)(o) | Software & Services | 42,486 | 0.4 | 3.4 | |||||||||||||||||||
| Warren Resources Inc, Common Stock |
(j)(o)(v) | Energy | 3,370,272 | 15.8 | 8.2 | |||||||||||||||||||
| Zeta Interactive Holdings Corp, Preferred Stock, Series E—1 |
(j)(o) | Software & Services | 1,051,348 | 8.4 | 11.3 | |||||||||||||||||||
| Zeta Interactive Holdings Corp, Preferred Stock, Series F |
(j)(o) | Software & Services | 956,233 | 8.4 | 16.5 | |||||||||||||||||||
| Zeta Interactive Holdings Corp, Warrant |
(j)(o) | Software & Services | 4/20/27 | 143,435 | — | 0.4 | ||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
| Total Equity/Other |
317.9 | 345.2 | ||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
| TOTAL INVESTMENTS—176.2% |
$ | 7,776.9 | 7,584.4 | |||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| LIABILITIES IN EXCESS OF OTHER ASSETS —(76.2%) |
(3,280.4 | ) | ||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| NET ASSETS—100.0% |
$ | 4,304.0 | ||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
See notes to unaudited consolidated financial statements.
12
Table of Contents
FS KKR Capital Corp. II
Unaudited Consolidated Schedule of Investments (continued)
As of March 31, 2021
(in millions, except share amounts)
Foreign currency forward contracts
| Foreign Currency |
Settlement Date |
Counterparty |
Amount and Transaction |
US$ Value at Settlement Date |
US$ Value at March 31, 2021 |
Unrealized Appreciation (Depreciation) |
||||||||||||||||
| CAD |
6/7/2022 | JP Morgan Chase Bank | CAD 3.3 Sold | $ | 2.6 | $ | 2.6 | $ | 0.0 | |||||||||||||
| EUR |
5/6/2022 | JP Morgan Chase Bank | € | 1.7 Sold | 2.1 | 2.1 | 0.0 | |||||||||||||||
| EUR |
8/8/2025 | JP Morgan Chase Bank | € | 1.9 Sold | 2.3 | 2.4 | (0.1 | ) | ||||||||||||||
| NOK |
8/8/2025 | JP Morgan Chase Bank | kr 11.4 Sold | 1.2 | 1.3 | 0.1 | ||||||||||||||||
| SEK |
8/8/2025 | JP Morgan Chase Bank | kr 27.8 Sold | 3.1 | 3.3 | (0.2 | ) | |||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 11.3 | $ | 11.7 | $ | (0.4 | ) | |||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||
Interest rate swaps
| Counterparty |
Notional Amount |
Company Receives Floating Rate |
Company Pays Fixed Rate |
Termination Date |
Premiums Paid/ (Received) |
Value | Unrealized Depreciation |
|||||||||||||||||||||
| JP Morgan Chase Bank |
$ | 200 | 3-Month LIBOR | 2.78 | % | 12/18/2023 | $ | — | $ | (13 | ) | $ | (13 | ) | ||||||||||||||
| JP Morgan Chase Bank |
$ | 200 | 3-Month LIBOR | 2.81 | % | 12/18/2021 | — | (4 | ) | (4 | ) | |||||||||||||||||
| ING Capital Markets |
$ | 250 | 3-Month LIBOR | 2.59 | % | 1/14/2024 | — | (17 | ) | (17 | ) | |||||||||||||||||
| ING Capital Markets |
$ | 250 | 3-Month LIBOR | 2.62 | % | 1/14/2022 | — | (6 | ) | (6 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||
| $ | — | $ | (40 | ) | $ | (40 | ) | |||||||||||||||||||||
|
|
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|
|
|
|
|||||||||||||||||||||||
| (a) | Security may be an obligation of one or more entities affiliated with the named company. |
| (b) | Certain variable rate securities in the Company’s portfolio bear interest at a rate determined by a publicly disclosed base rate plus a basis point spread. As of March 31, 2021, the three-month London Interbank Offered Rate, or LIBOR or “L”, was 0.19%, the Euro Interbank Offered Rate, or EURIBOR, was (0.54)%, Candian Dollar Offer Rate, or CDOR was 0.44%, and the Australian Bank Bill Swap Bid Rate, or BBSY, or “B”, was 0.09%, and the U.S. Prime Lending Rate, or Prime, was 3.25%. PIK means paid-in-kind. PIK income accruals may be adjusted based on the fair value of the underlying investment. Variable rate securities with no floor rate use the respective benchmark rate in all cases. |
| (c) | Denominated in U.S. dollars unless otherwise noted. |
| (d) | Fair value determined by the Company’s board of directors (see Note 8). |
| (e) | Listed investments may be treated as debt for GAAP or tax purposes. |
| (f) | Security or portion thereof held within Ambler Funding LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Ally Bank (see Note 9). |
| (g) | Security or portion thereof held within Cobbs Creek LLC and is pledged as collateral supporting the amounts outstanding under the senior secured revolving credit facility (see Note 9). |
| (h) | Security or portion thereof held within Darby Creek LLC and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with Deutsche Bank AG, New York Branch (see Note 9). |
| (i) | Security or portion thereof held within Dunlap Funding LLC and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with Deutsche Bank AG, New York Branch (see Note 9). |
See notes to unaudited consolidated financial statements.
13
Table of Contents
FS KKR Capital Corp. II
Unaudited Consolidated Schedule of Investments (continued)
As of March 31, 2021
(in millions, except share amounts)
| (j) | Security or portion thereof is pledged as collateral supporting the amounts outstanding under the senior secured revolving credit facility (see Note 9). |
| (k) | Security or portion thereof held within Juniata River LLC and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with JPMorgan Chase Bank, N.A. (see Note 9). |
| (l) | Security or portion thereof held within Meadowbrook Run LLC and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with Morgan Stanley Senior Funding, Inc. (see Note 9). |
| (m) | The investment is not a qualifying asset under the Investment Company Act of 1940, as amended, or the 1940 Act. A business development company may not acquire any asset other than qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. As of March 31, 2021, 72.1% of the Company’s total assets represented qualifying assets. |
| (n) | Security is an unfunded commitment. Reflects the stated spread at the time of commitment, but may not be the actual rate received upon funding. |
| (o) | Security is non-income producing. |
| (p) | Asset is on non-accrual status. |
| (q) | Security held within FSIC II Investments, Inc., a wholly-owned subsidiary of the Company. |
| (r) | Security held within IC II Arches Investments, LLC, a wholly-owned subsidiary of the Company. |
| (s) | Security is classified as Level 1 or Level 2 in the Company’s fair value hierarchy (see Note 8). |
| (t) | Not Used. |
| (u) | Under the 1940 Act, the Company generally is deemed to be an “affiliated person” of a portfolio company if it owns 5% or more of the portfolio company’s voting securities and generally is deemed to “control” a portfolio company if it owns more than 25% of the portfolio company’s voting securities or it has the power to exercise control over the management or policies of such portfolio company. As of March 31, 2021, the Company held investments in portfolio companies of which it is deemed to be an “affiliated person” but is not deemed to “control”. The following table presents certain financial information with respect to investments in portfolio companies of which the Company was deemed to be an affiliated person for the three months ended March 31, 2021: |
| Portfolio Company |
Fair Value at December 31, 2020 |
Gross Additions(1) |
Gross Reductions(2) |
Net Realized Gain (Loss) |
Net Change in Unrealized Appreciation (Depreciation) |
Fair Value at March 31, 2021 |
Interest Income(3) |
PIK Income(3) |
Fee Income(3) |
Dividend Income(3) |
||||||||||||||||||||||||||||||
| Senior Secured Loans—First Lien |
||||||||||||||||||||||||||||||||||||||||
| Advanced Lighting Technologies Inc |
$ | 5.4 | $ | — | $ | (5.4 | ) | $ | (2.0 | ) | $ | 2.0 | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||
| Borden Dairy Co |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Borden (New Dairy Opco) |
11.4 | — | — | — | — | 11.4 | 0.1 | — | — | — | ||||||||||||||||||||||||||||||
| Borden (New Dairy Opco) |
25.2 | — | — | — | — | 25.2 | 0.5 | — | — | — | ||||||||||||||||||||||||||||||
| Constellis Holdings LLC |
15.0 | — | — | — | — | 15.0 | 0.3 | — | — | — | ||||||||||||||||||||||||||||||
| Fairway Group Holdings Corp |
0.5 | — | — | — | 0.3 | 0.8 | — | — | — | — | ||||||||||||||||||||||||||||||
| Fairway Group Holdings Corp |
— | 0.1 | — | — | (0.1 | ) | — | — | — | — | — | |||||||||||||||||||||||||||||
| HM Dunn Co Inc(4) |
13.3 | — | (18.2 | ) | — | 4.9 | — | — | — | — | — | |||||||||||||||||||||||||||||
| HM Dunn Co Inc(4) |
20.4 | — | (44.4 | ) | — | 24.0 | — | — | — | — | — | |||||||||||||||||||||||||||||
| One Call Care Management Inc |
2.8 | — | — | — | 0.1 | 2.9 | — | — | — | — | ||||||||||||||||||||||||||||||
See notes to unaudited consolidated financial statements.
14
Table of Contents
FS KKR Capital Corp. II
Unaudited Consolidated Schedule of Investments (continued)
As of March 31, 2021
(in millions, except share amounts)
| Portfolio Company |
Fair Value at December 31, 2020 |
Gross Additions(1) |
Gross Reductions(2) |
Net Realized Gain (Loss) |
Net Change in Unrealized Appreciation (Depreciation) |
Fair Value at March 31, 2021 |
Interest Income(3) |
PIK Income(3) |
Fee Income(3) |
Dividend Income(3) |
||||||||||||||||||||||||||||||
| Senior Secured Loans—Second Lien |
||||||||||||||||||||||||||||||||||||||||
| Constellis Holdings LLC |
$ | 13.5 | $ | — | $ | — | $ | — | $ | — | $ | 13.5 | $ | 0.1 | $ | 0.3 | $ | — | $ | — | ||||||||||||||||||||
| Fairway Group Holdings Corp |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Other Senior Secured Debt |
||||||||||||||||||||||||||||||||||||||||
| Advanced Lighting Technologies Inc |
— | — | (0.4 | ) | (10.3 | ) | 10.7 | — | — | — | — | — | ||||||||||||||||||||||||||||
| JW Aluminum Co |
39.5 | — | — | — | (0.1 | ) | 39.4 | 1.0 | — | — | — | |||||||||||||||||||||||||||||
| Asset Based Finance |
||||||||||||||||||||||||||||||||||||||||
| Avida Holding AB |
8.9 | — | — | — | 0.1 | 9.0 | — | — | — | — | ||||||||||||||||||||||||||||||
| Equity/Other |
||||||||||||||||||||||||||||||||||||||||
| Advanced Lighting Technologies Inc, Common Stock |
— | — | — | (7.5 | ) | 7.5 | — | — | — | — | — | |||||||||||||||||||||||||||||
| Advanced Lighting Technologies Inc, Warrant |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| ASG Technologies, Common Stock |
23.2 | — | — | — | 10.6 | 33.8 | — | — | — | — | ||||||||||||||||||||||||||||||
| ASG Technologies, Warrant |
4.8 | — | — | — | 5.3 | 10.1 | — | — | — | — | ||||||||||||||||||||||||||||||
| Borden (New Dairy Opco), Common Stock |
4.8 | — | — | — | 0.1 | 4.9 | — | — | — | — | ||||||||||||||||||||||||||||||
| Constellis Holdings LLC |
21.2 | — | — | — | (5.5 | ) | 15.7 | — | — | — | — | |||||||||||||||||||||||||||||
| Fairway Group Holdings Corp, Common Stock |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| HM Dunn Co Inc, Preferred Stock, Series A(4) |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| HM Dunn Co Inc, Preferred Stock, Series B(4) |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| JW Aluminum Co, Common Stock |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| JW Aluminum Co, Preferred Stock |
76.7 | 3.3 | — | — | (15.3 | ) | 64.7 | 0.1 | 3.1 | — | — | |||||||||||||||||||||||||||||
| One Call Care Management Inc, Common Stock |
1.4 | — | — | — | 0.2 | 1.6 | — | — | — | — | ||||||||||||||||||||||||||||||
| One Call Care Management Inc, Preferred Stock A |
15.2 | — | — | — | 2.1 | 17.3 | — | — | — | — | ||||||||||||||||||||||||||||||
| One Call Care Management Inc, Preferred Stock B |
6.3 | — | — | — | 0.2 | 6.5 | — | 0.1 | — | — | ||||||||||||||||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total |
$ | 309.5 | $ | 3.4 | $ | (68.4 | ) | $ | (19.8 | ) | $ | 47.1 | $ | 271.8 | $ | 2.1 | $ | 3.5 | $ | — | $ | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| (1) | Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest, the amortization of unearned income, the exchange of one or more existing securities of one or more new securities and the movement of an existing portfolio company into this category from a different category. |
| (2) | Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category. |
| (3) | Interest, PIK and fee income presented for the three months ended March 31, 2021. |
| (4) | The Company held this investment as of March 31, 2021 but it was deemed to “control” the portfolio company as of March 31, 2021. Transfers in or out have been presented at amortized cost. |
| (v) | Under the Investment Company Act of 1940, as amended, the Company generally is deemed to “control” a portfolio company if it owns more than 25% of the portfolio company’s voting securities or it has the power to exercise control over the management or policies of such portfolio company. As of March 31, 2021, the Company held investments in portfolio companies of which it is deemed to be an “affiliated person” and deemed to “control”. The following table presents certain information with respect to investments in portfolio companies of which the Company was deemed to be an affiliated person and deemed to control for the three months ended March 31, 2021: |
See notes to unaudited consolidated financial statements.
15
Table of Contents
FS KKR Capital Corp. II
Unaudited Consolidated Schedule of Investments (continued)
As of March 31, 2021
(in millions, except share amounts)
| Portfolio Company |
Fair Value at December 31, 2020 |
Gross Additions(1) |
Gross Reductions(2) |
Net Realized Gain (Loss) |
Net Change in Unrealized Appreciation (Depreciation) |
Fair Value at March 31, 2021 |
Interest Income(3) |
PIK Income(3) |
Fee Income(3) |
Dividend Income(3) |
||||||||||||||||||||||||||||||
| Senior Secured Loans—First Lien |
||||||||||||||||||||||||||||||||||||||||
| HM Dunn Co Inc(4) |
$ | — | $ | 18.9 | $ | — | $ | — | $ | (6.2 | ) | $ | 12.7 | $ | 0.6 | $ | 0.2 | $ | — | $ | — | |||||||||||||||||||
| HM Dunn Co Inc(4) |
— | 44.4 | (0.1 | ) | — | (28.4 | ) | 15.9 | — | — | — | — | ||||||||||||||||||||||||||||
| Production Resource Group LLC |
120.6 | 3.3 | — | — | — | 123.9 | 1.3 | 1.7 | — | — | ||||||||||||||||||||||||||||||
| Production Resource Group LLC |
0.1 | — | — | — | — | 0.1 | — | — | — | — | ||||||||||||||||||||||||||||||
| Production Resource Group LLC |
36.7 | 23.0 | — | — | — | 59.7 | 1.0 | — | 0.5 | — | ||||||||||||||||||||||||||||||
| Warren Resources Inc |
21.2 | 0.1 | — | — | — | 21.3 | — | — | — | — | ||||||||||||||||||||||||||||||
| Asset Based Finance |
||||||||||||||||||||||||||||||||||||||||
| 801 5th Ave, Seattle, Structure Mezzanine |
26.2 | — | (0.1 | ) | — | — | 26.1 | 0.5 | 0.2 | — | — | |||||||||||||||||||||||||||||
| 801 5th Ave, Seattle, Private Equity |
9.2 | — | — | — | 0.1 | 9.3 | — | — | — | — | ||||||||||||||||||||||||||||||
| Kilter Finance, Preferred Stock |
0.3 | 0.2 | — | — | — | 0.5 | — | — | — | — | ||||||||||||||||||||||||||||||
| Kilter Finance, Private Equity |
0.3 | — | — | — | — | 0.3 | — | — | — | — | ||||||||||||||||||||||||||||||
| Prime ST LLC, Structured Mezzanine |
26.6 | — | — | — | — | 26.6 | — | — | — | — | ||||||||||||||||||||||||||||||
| Prime ST LLC, Private Equity |
4.5 | — | — | — | (0.7 | ) | 3.8 | 0.4 | 0.4 | — | — | |||||||||||||||||||||||||||||
| Credit Opportunities Partners, LLC |
||||||||||||||||||||||||||||||||||||||||
| Credit Opportunities Partners, LLC |
626.0 | — | — | — | 12.8 | 638.8 | — | — | — | 17.5 | ||||||||||||||||||||||||||||||
| Equity/Other |
||||||||||||||||||||||||||||||||||||||||
| HM Dunn Co Inc(4) |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| HM Dunn Co Inc(4) |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Production Resource Group LLC, Preferred Stock, Series A PIK |
19.4 | — | — | — | 0.9 | 20.3 | — | — | — | — | ||||||||||||||||||||||||||||||
| Production Resource Group LLC, Preferred Stock, Series B PIK |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Warren Resources Inc, Common Stock |
3.4 | — | — | — | 4.8 | 8.2 | — | — | — | — | ||||||||||||||||||||||||||||||
|
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|
|
|
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|
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|
|
|
|||||||||||||||||||||
| Total |
$ | 894.5 | $ | 89.9 | $ | (0.2 | ) | $ | — | $ | (16.7 | ) | $ | 967.5 | $ | 3.8 | $ | 2.5 | $ | 0.5 | $ | 17.5 | ||||||||||||||||||
|
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|
|||||||||||||||||||||
| (1) | Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest, the amortization of unearned income, the exchange of one or more existing securities of one or more new securities and the movement of an existing portfolio company into this category from a different category. |
| (2) | Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category. |
| (3) | Interest, PIK, fee and dividend income presented for the three months ended March 31, 2021. |
| (4) | The Company held this investment as of December 31, 2020 but it was deemed to be an “affiliated person” of the portfolio company as of December 31, 2020. Transfers in or out have been presented at amortized cost. |
See notes to unaudited consolidated financial statements.
16
Table of Contents
FS KKR Capital Corp. II
Consolidated Schedule of Investments
As of December 31, 2020
(in millions, except share amounts)
| Portfolio Company(a) |
Footnotes | Industry |
Rate(b) | Floor | Maturity | Principal
Amount(c) |
Amortized Cost |
Fair
Value(d) |
||||||||||||||||||
| Senior Secured Loans—First Lien —123.2% |
||||||||||||||||||||||||||
| 5 Arch Income Fund 2 LLC |
(m)(o)(p)(r) | Diversified Financials | 9.0% | 11/18/23 | $ | 97.0 | $ | 97.0 | $ | 86.1 | ||||||||||||||||
| 5 Arch Income Fund 2 LLC |
(m)(n)(o)(p) | Diversified Financials | 9.0% | 11/18/23 | 16.5 | 16.5 | 14.7 | |||||||||||||||||||
| Accuride Corp |
(i)(j)(s) | Capital Goods | L+525 | 1.0% | 11/17/23 | 12.5 | 10.9 | 11.4 | ||||||||||||||||||
| Acproducts Inc |
(i)(k)(s) | Consumer Durables & Apparel | L+650 | 1.0% | 8/18/25 | 24.0 | 23.8 | 24.7 | ||||||||||||||||||
| Advanced Lighting Technologies Inc |
(j)(o)(p)(u) | Materials | L+750 | 1.0% | 10/4/22 | 8.9 | 7.4 | 5.4 | ||||||||||||||||||
| All Systems Holding LLC |
(f)(h)(i)(j)(k) | Commercial & Professional Services | L+625 | 1.0% | 10/31/23 | 205.4 | 205.3 | 206.1 | ||||||||||||||||||
| All Systems Holding LLC |
(n) | Commercial & Professional Services | L+625 | 1.0% | 10/31/23 | 3.0 | 3.0 | 3.0 | ||||||||||||||||||
| American Tire Distributors Inc |
(j)(s) | Automobiles & Components | L+600, 0.0% PIK (1.0% Max PIK) | 1.0% | 9/1/23 | 2.6 | 2.5 | 2.5 | ||||||||||||||||||
| American Tire Distributors Inc |
(j)(s) | Automobiles & Components | L+750, 0.0% PIK (1.5% Max PIK) | 1.0% | 9/2/24 | 16.2 | 14.3 | 15.5 | ||||||||||||||||||
| Apex Group Limited |
(j)(m) | Diversified Financials | L+700 | 1.3% | 6/15/23 | 1.5 | 1.5 | 1.5 | ||||||||||||||||||
| Apex Group Limited |
(m)(n) | Diversified Financials | L+700 | 1.3% | 6/15/23 | 3.0 | 3.0 | 3.0 | ||||||||||||||||||
| Apex Group Limited |
(f)(h)(i)(j)(l)(m) | Diversified Financials | L+700 | 1.3% | 6/16/25 | 69.7 | 69.1 | 70.4 | ||||||||||||||||||
| Apex Group Limited |
(j)(m) | Diversified Financials | L+700 | 1.5% | 6/16/25 | £ | 23.0 | 29.2 | 31.7 | |||||||||||||||||
| Arrotex Australia Group Pty Ltd |
(j)(m) | Pharmaceuticals, Biotechnology & Life Sciences | B+525 | 1.0% | 7/10/24 | A$ | 43.6 | 30.0 | 33.9 | |||||||||||||||||
| Arrotex Australia Group Pty Ltd |
(m)(n) | Pharmaceuticals, Biotechnology & Life Sciences | B+525 | 1.0% | 7/10/24 | 3.1 | 2.4 | 2.4 | ||||||||||||||||||
| Aspect Software Inc |
(j) | Software & Services | 8.0% PIK (8.0% Max PIK) | 1/15/21 | $ | 0.2 | — | 0.2 | ||||||||||||||||||
| Aspect Software Inc |
(n) | Software & Services | L+500 | 1.0% | 7/15/23 | 3.3 | 3.3 | 3.3 | ||||||||||||||||||
| Aspect Software Inc |
(i)(j)(k) | Software & Services | L+500 | 1.0% | 1/15/24 | 9.0 | 8.3 | 8.9 | ||||||||||||||||||
| ATX Networks Corp |
(j)(k)(m) | Technology Hardware & Equipment | L+625, 1.5% PIK (1.5% Max PIK) | 1.0% | 12/31/23 | 80.4 | 77.7 | 58.9 | ||||||||||||||||||
| Belk Inc |
(j)(o)(p)(s) | Retailing | L+675 | 1.0% | 7/31/25 | 49.3 | 40.6 | 17.7 | ||||||||||||||||||
| Berner Food & Beverage LLC |
(j) | Food & Staples Retailing | L+875 | 1.0% | 3/16/22 | 5.0 | 4.9 | 5.2 | ||||||||||||||||||
| Borden (New Dairy Opco) |
(j)(u) | Food, Beverage & Tobacco | L+250 | 1.0% | 7/20/25 | 11.4 | 11.4 | 11.4 | ||||||||||||||||||
| Borden (New Dairy Opco) |
(j)(u) | Food, Beverage & Tobacco | L+700, 0.0% PIK (1.0% Max PIK) | 1.0% | 7/20/25 | 25.2 | 25.2 | 25.2 | ||||||||||||||||||
| Borden Dairy Co |
(j)(o)(p)(u) | Food, Beverage & Tobacco | L+825 | 1.0% | 7/6/23 | 39.0 | 38.3 | — | ||||||||||||||||||
| Caprock Midstream LLC |
(j)(s) | Energy | L+475 | 0.0% | 11/3/25 | 13.4 | 12.8 | 12.1 | ||||||||||||||||||
| Charles Taylor PLC |
(j)(m) | Diversified Financials | L+575 | 0.0% | 1/24/27 | € | 5.4 | 6.9 | 6.9 | |||||||||||||||||
| Cimarron Energy Inc |
(j) | Energy | L+900 | 1.0% | 6/30/21 | $ | 7.5 | 7.5 | 6.8 | |||||||||||||||||
| Constellis Holdings LLC |
(j)(u) | Capital Goods | L+750 | 1.0% | 3/31/24 | 15.0 | 15.0 | 15.0 | ||||||||||||||||||
| CSafe Global |
(f)(h)(i)(j)(k)(l) | Capital Goods | L+625 | 1.0% | 12/23/27 | 124.4 | 123.8 | 123.8 | ||||||||||||||||||
| CSafe Global |
(j) | Capital Goods | L+625 | 1.0% | 12/23/27 | 1.2 | 1.2 | 1.2 | ||||||||||||||||||
| CSafe Global |
(n) | Capital Goods | L+625 | 1.0% | 12/23/27 | 13.7 | 13.7 | 13.7 | ||||||||||||||||||
| CSM Bakery Products |
(i)(s) | Food, Beverage & Tobacco | L+625 | 1.0% | 1/4/22 | 6.4 | 6.3 | 6.4 | ||||||||||||||||||
| CTI Foods Holding Co LLC |
(j) | Food, Beverage & Tobacco | L+577, 3.0% PIK (3.0% Max PIK) | 1.0% | 5/3/24 | — | — | — | ||||||||||||||||||
| Eagle Family Foods Inc |
(n) | Food, Beverage & Tobacco | L+650 | 1.0% | 6/14/23 | 8.2 | 8.1 | 8.2 | ||||||||||||||||||
| Eagle Family Foods Inc |
(f)(h)(i)(j)(k) | Food, Beverage & Tobacco | L+650 | 1.0% | 6/14/24 | 44.5 | 44.2 | 44.5 | ||||||||||||||||||
| Eagleclaw Midstream Ventures LLC |
(j)(s) | Energy | L+425 | 1.0% | 6/24/24 | 8.8 | 8.3 | 8.2 | ||||||||||||||||||
| EIF Van Hook Holdings LLC |
(j)(s) | Energy | L+525 | 0.0% | 9/5/24 | 2.1 | 2.1 | 1.4 | ||||||||||||||||||
| Empire Today LLC |
(f)(h)(i)(j)(k)(l) | Retailing | L+650 | 1.0% | 11/17/22 | 127.3 | 127.3 | 128.5 | ||||||||||||||||||
| Entertainment Benefits Group LLC |
(j) | Media & Entertainment | L+575, 2.5% PIK (2.5% Max PIK) | 1.0% | 9/30/24 | 5.0 | 5.0 | 4.2 | ||||||||||||||||||
| Entertainment Benefits Group LLC |
(n) | Media & Entertainment | L+575, 2.5% PIK (2.5% Max PIK) | 1.0% | 9/30/24 | 0.5 | 0.5 | 0.5 | ||||||||||||||||||
| Entertainment Benefits Group LLC |
(f)(h)(i)(j) | Media & Entertainment | L+575, 2.5% PIK (2.5% Max PIK) | 1.0% | 9/30/25 | 32.3 | 32.0 | 27.2 | ||||||||||||||||||
| Fairway Group Holdings Corp |
(j)(o)(p)(u) | Food & Staples Retailing | 12.0% PIK (12.0% Max PIK) | 11/27/23 | 12.3 | 11.2 | 0.5 | |||||||||||||||||||
See notes to unaudited consolidated financial statements.
17
Table of Contents
FS KKR Capital Corp. II
Consolidated Schedule of Investments (continued)
As of December 31, 2020
(in millions, except share amounts)
| Portfolio Company(a) |
Footnotes | Industry |
Rate(b) | Floor | Maturity | Principal
Amount(c) |
Amortized Cost |
Fair
Value(d) |
||||||||||||||
| Fairway Group Holdings Corp |
(j)(o)(p)(u) | Food & Staples Retailing | 10.0% PIK (10.0% Max PIK) | 11/28/23 | $ | 7.6 | $ | 5.6 | $ | — | ||||||||||||
| FloWorks International LLC |
(j) | Capital Goods | L+600 | 1.0% | 10/14/26 | 15.1 | 15.0 | 14.9 | ||||||||||||||
| FloWorks International LLC |
(j) | Capital Goods | L+600 | 1.0% | 10/14/26 | 15.1 | 14.9 | 15.0 | ||||||||||||||
| FloWorks International LLC |
(n) | Capital Goods | L+600 | 1.0% | 10/14/26 | 15.1 | 14.9 | 15.0 | ||||||||||||||
| Fox Head Inc |
(i)(j)(k) | Consumer Durables & Apparel | L+850 | 1.0% | 10/31/21 | 32.1 | 32.1 | 30.9 | ||||||||||||||
| Frontline Technologies Group LLC |
(j)(k) | Software & Services | L+575 | 1.0% | 9/18/23 | 59.4 | 59.4 | 59.5 | ||||||||||||||
| Greystone Equity Member Corp |
(j)(m) | Diversified Financials | L+725 | 3.8% | 4/1/26 | 164.3 | 164.2 | 163.0 | ||||||||||||||
| Heniff Transportation Systems LLC |
(j) | Transportation | L+575 | 1.0% | 12/3/24 | 4.0 | 4.0 | 3.9 | ||||||||||||||
| Heniff Transportation Systems LLC |
(n) | Transportation | L+575 | 1.0% | 12/3/24 | 5.6 | 5.6 | 5.5 | ||||||||||||||
| Heniff Transportation Systems LLC |
(f)(h)(i)(j) | Transportation | L+575 | 1.0% | 12/3/26 | 74.7 | 74.4 | 74.2 | ||||||||||||||
| Higginbotham Insurance Agency Inc |
(j) | Insurance | L+575 | 0.8% | 11/25/26 | 49.5 | 49.1 | 49.1 | ||||||||||||||
| Higginbotham Insurance Agency Inc |
(n) | Insurance | L+575 | 0.8% | 11/25/26 | 13.9 | 13.8 | 13.8 | ||||||||||||||
| HM Dunn Co Inc |
(j)(o)(p)(u) | Capital Goods | L+875 PIK (L+875 Max PIK) | 1.0% | 12/31/21 | 62.4 | 44.4 | 20.4 | ||||||||||||||
| HM Dunn Co Inc |
(j)(u) | Capital Goods | 15.0% PIK (15.0% Max PIK) | 12/31/21 | 18.3 | 18.3 | 13.4 | |||||||||||||||
| Hudson Technologies Co |
(j)(m) | Commercial & Professional Services | L+1,025 | 1.0% | 10/10/23 | 52.7 | 52.5 | 43.6 | ||||||||||||||
| Individual FoodService |
(j) | Capital Goods | L+625 | 1.0% | 11/22/24 | 1.0 | 1.0 | 1.0 | ||||||||||||||
| Individual FoodService |
(n) | Capital Goods | L+625 | 1.0% | 11/22/24 | 3.3 | 3.3 | 3.3 | ||||||||||||||
| Individual FoodService |
(k) | Capital Goods | L+625 | 1.0% | 11/22/25 | 64.0 | 64.0 | 64.0 | ||||||||||||||
| Individual FoodService |
(n) | Capital Goods | L+625 | 1.0% | 11/22/25 | € | 4.8 | 4.8 | 4.8 | |||||||||||||
| Industria Chimica Emiliana Srl |
(j)(m) | Pharmaceuticals, Biotechnology & Life Sciences | E+725 | 0.0% | 6/30/26 | 51.8 | 55.5 | 64.2 | ||||||||||||||
| Industria Chimica Emiliana Srl |
(j)(m) | Pharmaceuticals, Biotechnology & Life Sciences | E+725 | 9/27/26 | $ | 9.5 | 10.8 | 11.7 | ||||||||||||||
| Industry City TI Lessor LP |
(j)(k) | Consumer Services | 10.8%, 1.0% PIK (1.0% Max PIK) | 6/30/26 | 9.6 | 9.6 | 10.5 | |||||||||||||||
| J S Held LLC |
(f)(j)(k) | Insurance | L+600 | 1.0% | 7/1/25 | 82.6 | 82.1 | 83.4 | ||||||||||||||
| J S Held LLC |
(n) | Insurance | L+600 | 1.0% | 7/1/25 | 1.8 | 1.8 | 1.8 | ||||||||||||||
| J S Held LLC |
(j) | Insurance | L+600 | 1.0% | 7/1/25 | 1.4 | 1.4 | 1.4 | ||||||||||||||
| J S Held LLC |
(n) | Insurance | L+600 | 1.0% | 7/1/25 | 6.4 | 6.4 | 6.4 | ||||||||||||||
| Jarrow Formulas Inc |
(f)(h)(i)(j)(k)(l) | Household & Personal Products | L+625 | 1.0% | 11/30/26 | 134.1 | 132.4 | 132.4 | ||||||||||||||
| Jo-Ann Stores Inc |
(j)(s) | Retailing | L+500 | 1.0% | 10/20/23 | 13.0 | 11.9 | 12.6 | ||||||||||||||
| KBP Investments LLC |
(j) | Food & Staples Retailing | L+550 | 1.0% | 5/14/23 | 9.0 | 8.9 | 9.0 | ||||||||||||||
| KBP Investments LLC |
(n) | Food & Staples Retailing | L+550 | 1.0% | 5/14/23 | 1.3 | 1.3 | 1.3 | ||||||||||||||
| KBP Investments LLC |
(n) | Food & Staples Retailing | L+550 | 1.0% | 5/14/23 | 26.1 | 25.8 | 26.0 | ||||||||||||||
| Kellermeyer Bergensons Services LLC |
(f)(h)(i)(j)(k)(l) | Commercial & Professional Services | L+650 | 1.0% | 11/7/26 | 171.0 | 169.8 | 172.7 | ||||||||||||||
| Kellermeyer Bergensons Services LLC |
(n) | Commercial & Professional Services | L+650 | 1.0% | 11/7/26 | 32.9 | 32.9 | 33.2 | ||||||||||||||
| Kodiak BP LLC |
(f)(h)(i)(j)(k)(l) | Capital Goods | L+725 | 1.0% | 12/1/24 | 231.9 | 231.9 | 234.2 | ||||||||||||||
| Lexitas Inc |
(h)(i)(j) | Commercial & Professional Services | L+600 | 1.0% | 11/14/25 | 36.6 | 36.4 | 36.5 | ||||||||||||||
| Lexitas Inc |
(n) | Commercial & Professional Services | L+600 | 1.0% | 11/14/25 | 13.1 | 13.0 | 13.1 | ||||||||||||||
| Lexitas Inc |
(n) | Commercial & Professional Services | L+600 | 1.0% | 11/14/25 | 2.9 | 2.9 | 2.9 | ||||||||||||||
| Lionbridge Technologies Inc |
(f)(h)(k)(l) | Consumer Services | L+625 | 1.0% | 12/29/25 | 72.6 | 72.3 | 72.6 | ||||||||||||||
| Lipari Foods LLC |
(f)(j)(k) | Food & Staples Retailing | L+588 | 1.0% | 1/6/25 | 171.2 | 170.1 | 172.2 | ||||||||||||||
| Miami Beach Medical Group LLC |
(n) | Health Care Equipment & Services | L+650 | 1.0% | 12/14/26 | 24.5 | 24.5 | 24.4 | ||||||||||||||
| Miami Beach Medical Group LLC |
(h)(i)(j)(l) | Health Care Equipment & Services | L+650 | 1.0% | 12/14/26 | 137.7 | 136.3 | 136.3 | ||||||||||||||
| Monitronics International Inc |
(f)(j)(s) | Commercial & Professional Services | L+650 | 1.3% | 3/29/24 | 39.0 | 37.4 | 34.8 | ||||||||||||||
| Monitronics International Inc |
(f)(s) | Commercial & Professional Services | L+500 | 1.5% | 7/3/24 | 1.9 | 1.9 | 1.9 | ||||||||||||||
See notes to unaudited consolidated financial statements.
18
Table of Contents
FS KKR Capital Corp. II
Consolidated Schedule of Investments (continued)
As of December 31, 2020
(in millions, except share amounts)
| Portfolio Company(a) |
Footnotes | Industry |
Rate(b) | Floor | Maturity | Principal
Amount(c) |
Amortized Cost |
Fair
Value(d) |
||||||||||||||
| Monitronics International Inc |
(j) | Commercial & Professional Services | L+500 | 1.5% | 7/3/24 | $ | 8.2 | $ | 8.2 | $ | 7.6 | |||||||||||
| Monitronics International Inc |
(n) | Commercial & Professional Services | L+500 | 1.5% | 7/3/24 | 61.8 | 61.8 | 57.0 | ||||||||||||||
| Motion Recruitment Partners LLC |
(j)(l) | Commercial & Professional Services | L+650 | 1.0% | 12/19/25 | 43.5 | 43.1 | 39.1 | ||||||||||||||
| Motion Recruitment Partners LLC |
(n) | Commercial & Professional Services | L+650 | 1.0% | 12/20/25 | 34.6 | 34.6 | 34.6 | ||||||||||||||
| NCI Inc |
(j) | Software & Services | L+500, 2.5% PIK (2.5% Max PIK) | 1.0% | 8/15/24 | 4.3 | 4.2 | 3.0 | ||||||||||||||
| Omnimax International Inc |
(h)(i)(j) | Capital Goods | L+725 | 1.0% | 10/8/26 | 104.4 | 102.9 | 102.8 | ||||||||||||||
| Omnimax International Inc |
(n) | Capital Goods | L+725 | 1.0% | 10/8/26 | 18.1 | 18.1 | 17.9 | ||||||||||||||
| One Call Care Management Inc |
(j)(s)(u) | Health Care Equipment & Services | L+525 | 1.0% | 11/27/22 | 2.9 | 2.6 | 2.8 | ||||||||||||||
| P2 Energy Solutions Inc. |
(j) | Software & Services | L+675 | 1.0% | 1/31/25 | 2.7 | 2.7 | 2.6 | ||||||||||||||
| P2 Energy Solutions Inc. |
(n) | Software & Services | L+675 | 1.0% | 1/31/25 | 5.4 | 5.4 | 5.2 | ||||||||||||||
| P2 Energy Solutions Inc. |
(f)(h)(k)(l) | Software & Services | L+675 | 1.0% | 2/2/26 | 135.1 | 133.6 | 128.7 | ||||||||||||||
| Peak 10 Holding Corp |
(j)(s) | Telecommunication Services | L+350 | 0.0% | 8/1/24 | 25.3 | 23.1 | 22.8 | ||||||||||||||
| Polyconcept North America Inc |
(j)(s) | Household & Personal Products | L+450 PIK (L+450 Max PIK) | 1.0% | 8/16/23 | £ | 0.5 | 0.5 | 0.4 | |||||||||||||
| Premium Credit Ltd |
(j)(m) | Diversified Financials | L+650 | 0.0% | 1/16/26 | $ | 39.6 | 50.7 | 53.4 | |||||||||||||
| Production Resource Group LLC |
(j)(v) | Media & Entertainment | L+300, 5.5% PIK (5.5% Max PIK) | 0.3% | 8/21/24 | 120.6 | 120.6 | 120.6 | ||||||||||||||
| Production Resource Group LLC |
(j)(v) | Media & Entertainment | L+550 PIK (L+550 Max PIK) | 1.0% | 8/21/24 | 0.1 | — | 0.1 | ||||||||||||||
| Production Resource Group LLC |
(j)(v) | Media & Entertainment | L+750, 0.0% PIK (3.1% Max PIK) | 1.0% | 8/21/24 | 36.7 | 36.7 | 36.7 | ||||||||||||||
| Production Resource Group LLC |
(n)(v) | Media & Entertainment | L+750, 0.0% PIK (3.1% Max PIK) | 1.0% | 8/21/24 | C$ | 23.0 | 23.0 | 23.0 | |||||||||||||
| Project Marron |
(f)(j)(m) | Consumer Services | C+575 | 0.0% | 7/2/25 | A$ | 28.7 | 21.9 | 21.0 | |||||||||||||
| Project Marron |
(j)(m) | Consumer Services | B+575 | 0.0% | 7/3/25 | $ | 36.5 | 24.2 | 26.0 | |||||||||||||
| Propulsion Acquisition LLC |
(f)(i)(j)(k)(l) | Capital Goods | L+700 | 1.0% | 7/13/24 | 61.1 | 60.6 | 60.9 | ||||||||||||||
| PSKW LLC |
(i)(k)(l) | Health Care Equipment & Services | L+625 | 1.0% | 3/9/26 | 160.5 | 158.7 | 160.8 | ||||||||||||||
| Reliant Rehab Hospital Cincinnati LLC |
(f)(i)(k) | Health Care Equipment & Services | L+675 | 0.0% | 9/2/24 | 97.0 | 96.4 | 93.3 | ||||||||||||||
| Revere Superior Holdings Inc |
(j) | Software & Services | L+575 | 1.0% | 9/30/26 | 10.3 | 10.3 | 10.3 | ||||||||||||||
| Revere Superior Holdings Inc |
(n) | Software & Services | L+575 | 1.0% | 9/30/26 | 2.3 | 2.3 | 2.3 | ||||||||||||||
| Roadrunner Intermediate Acquisition Co LLC |
(i)(k)(l) | Health Care Equipment & Services | L+675 | 1.0% | 3/15/23 | 93.6 | 93.6 | 93.6 | ||||||||||||||
| RSC Insurance Brokerage Inc |
(n) | Insurance | L+550 | 1.0% | 9/30/26 | 3.7 | 3.6 | 3.7 | ||||||||||||||
| RSC Insurance Brokerage Inc |
(f)(h)(i)(j)(k) | Insurance | L+550 | 1.0% | 10/30/26 | 102.0 | 101.3 | 101.8 | ||||||||||||||
| RSC Insurance Brokerage Inc |
(n) | Insurance | L+550 | 1.0% | 10/30/26 | 29.5 | 29.5 | 29.5 | ||||||||||||||
| Safe-Guard Products International LLC |
(f)(k)(l) | Diversified Financials | L+575 | 0.0% | 1/27/27 | 70.1 | 69.5 | 69.9 | ||||||||||||||
| Savers Inc |
(f)(j)(k) | Retailing | L+800, 0.8% PIK (0.8% Max PIK) | 1.5% | 3/28/24 | C$ | 54.2 | 53.8 | 53.6 | |||||||||||||
| Savers Inc |
(f)(j)(m) | Retailing | C+850, 0.8% PIK (0.8% Max PIK) | 1.5% | 3/28/24 | $ | 75.3 | 55.6 | 59.3 | |||||||||||||
| Sequa Corp |
(j)(s) | Capital Goods | L+675, 0.0% PIK (1.0% Max PIK) | 1.0% | 11/28/23 | 4.7 | 4.4 | 4.7 | ||||||||||||||
| Sequa Corp |
(j) | Capital Goods | L+900, 0.0% PIK (9.5% Max PIK) | 1.0% | 7/31/25 | 16.4 | 16.1 | 16.9 | ||||||||||||||
| Sequel Youth & Family Services LLC |
(f)(k) | Health Care Equipment & Services | L+700 | 1.0% | 9/1/23 | 15.4 | 15.4 | 10.3 | ||||||||||||||
| Sequel Youth & Family Services LLC |
(f)(i)(k) | Health Care Equipment & Services | L+800 | 1.0% | 9/1/23 | 90.0 | 90.0 | 60.4 | ||||||||||||||
| Sequential Brands Group Inc. |
(h)(i)(j) | Consumer Durables & Apparel | L+875 | 0.0% | 2/7/24 | 212.5 | 209.9 | 183.4 | ||||||||||||||
| SIRVA Worldwide Inc |
(j)(s) | Commercial & Professional Services | L+550 | 0.0% | 8/4/25 | 7.3 | 7.1 | 6.7 | ||||||||||||||
| Sorenson Communications LLC |
(f)(h)(j)(l)(s) | Telecommunication Services | L+650 | 0.0% | 4/29/24 | 55.8 | 54.2 | 56.0 | ||||||||||||||
| Sungard Availability Services Capital Inc |
(j) | Software & Services | L+375, 3.8% PIK (3.8% Max PIK) | 1.0% | 7/1/24 | 3.0 | 3.2 | 3.2 | ||||||||||||||
| Sungard Availability Services Capital Inc |
(n) | Software & Services | L+375, 3.8% PIK (3.8% Max PIK) | 1.0% | 7/1/24 | 1.6 | 1.7 | 1.7 | ||||||||||||||
| Sweeping Corp of America Inc |
(j) | Commercial & Professional Services | L+575 | 1.0% | 11/30/26 | 25.0 | 24.8 | 24.8 | ||||||||||||||
| Sweeping Corp of America Inc |
(n) | Commercial & Professional Services | L+575 | 1.0% | 11/30/26 | 8.0 | 7.9 | 7.9 | ||||||||||||||
See notes to unaudited consolidated financial statements.
19
Table of Contents
FS KKR Capital Corp. II
Consolidated Schedule of Investments (continued)
As of December 31, 2020
(in millions, except share amounts)
| Portfolio Company(a) |
Footnotes | Industry |
Rate(b) | Floor | Maturity | Principal
Amount(c) |
Amortized Cost |
Fair
Value(d) |
||||||||||||||
| Sweeping Corp of America Inc |
(n) | Commercial & Professional Services | L+575 | 1.0% | 11/30/26 | $ | 4.0 | $ | 4.0 | $ | 4.0 | |||||||||||
| Swift Worldwide Resources Holdco Ltd |
(h)(j)(l) | Energy | L+1,000, 1.0% PIK (1.0% Max PIK) | 1.0% | 7/20/21 | 38.2 | 38.2 | 38.2 | ||||||||||||||
| Tangoe LLC |
(f)(j)(k) | Software & Services | L+650 | 1.0% | 11/28/25 | 102.1 | 101.3 | 94.4 | ||||||||||||||
| Torrid Inc |
(f)(h)(i)(j) | Retailing | L+675 | 1.0% | 12/16/24 | 33.2 | 32.9 | 33.2 | ||||||||||||||
| Total Safety US Inc |
(f)(s) | Capital Goods | L+600 | 1.0% | 8/16/25 | 1.0 | 0.9 | 1.0 | ||||||||||||||
| Trace3 Inc |
(f)(h)(i)(j)(k) | Software & Services | L+675 | 1.0% | 8/3/24 | A$ | 162.9 | 162.9 | 162.9 | |||||||||||||
| Transaction Services Group Ltd |
(j)(m) | Software & Services | B+600 | 0.0% | 10/15/26 | $ | 72.7 | 48.3 | 52.0 | |||||||||||||
| Transaction Services Group Ltd |
(j)(m) | Software & Services | L+600 | 0.0% | 10/15/26 | £ | 20.1 | 20.1 | 18.7 | |||||||||||||
| Transaction Services Group Ltd |
(j)(m) | Software & Services | L+600 | 0.0% | 10/15/26 | $ | 7.7 | 9.8 | 9.8 | |||||||||||||
| Truck-Lite Co LLC |
(f)(h)(j)(k) | Capital Goods | L+625 | 1.0% | 12/13/24 | 137.3 | 136.2 | 133.4 | ||||||||||||||
| Truck-Lite Co LLC |
(n) | Capital Goods | L+625 | 1.0% | 12/13/24 | 2.9 | 2.9 | 2.8 | ||||||||||||||
| Truck-Lite Co LLC |
(j) | Capital Goods | L+625 | 1.0% | 12/13/26 | 18.8 | 18.6 | 18.2 | ||||||||||||||
| Virgin Pulse Inc |
(f)(i)(k) | Software & Services | L+650 | 1.0% | 5/22/25 | 157.8 | 156.9 | 157.8 | ||||||||||||||
| Warren Resources Inc |
(j)(u) | Energy | L+900, 1.0% PIK (1.0% Max PIK) | 1.0% | 5/21/21 | 21.2 | 21.2 | 21.2 | ||||||||||||||
| West Corp |
(i)(s) | Software & Services | L+350 | 1.0% | 10/10/24 | 2.9 | 2.6 | 2.8 | ||||||||||||||
| West Corp |
(k)(s) | Software & Services | L+400 | 1.0% | 10/10/24 | 13.9 | 13.1 | 13.6 | ||||||||||||||
| Wheels Up Partners LLC |
(j) | Transportation | L+855 | 1.0% | 10/15/21 | 0.2 | 0.2 | 0.2 | ||||||||||||||
| Wheels Up Partners LLC |
(j) | Transportation | L+855 | 1.0% | 7/15/22 | 0.3 | 0.3 | 0.3 | ||||||||||||||
| Wheels Up Partners LLC |
(j) | Transportation | L+710 | 1.0% | 6/30/24 | 0.9 | 0.9 | 0.9 | ||||||||||||||
| Wheels Up Partners LLC |
(j) | Transportation | L+710 | 1.0% | 11/1/24 | 0.4 | 0.4 | 0.4 | ||||||||||||||
| Wheels Up Partners LLC |
(j) | Transportation | L+710 | 1.0% | 12/21/24 | 0.8 | 0.8 | 0.8 | ||||||||||||||
| Wheels Up Partners LLC |
(j) | Transportation | L+710 | 1.0% | 12/21/24 | 0.6 | 0.6 | 0.7 | ||||||||||||||
| Zeta Interactive Holdings Corp |
(f)(j)(k)(l) | Software & Services | L+750 | 1.0% | 7/29/22 | 122.2 | 122.2 | 122.2 | ||||||||||||||
|
|
|
|
|
|||||||||||||||||||
| Total Senior Secured Loans—First Lien |
5,853.2 | 5,652.8 | ||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||
| Unfunded Loan Commitments |
(396.3 | ) | (396.3 | ) | ||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||
| Net Senior Secured Loans—First Lien |
5,456.9 | 5,256.5 | ||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||
| Senior Secured Loans—Second Lien—17.9% |
||||||||||||||||||||||
| Ammeraal Beltech Holding BV |
(f)(j)(k)(m) | Capital Goods | L+800 | 1.0% | 9/12/26 | 51.3 | 50.5 | 49.3 | ||||||||||||||
| athenahealth Inc |
(f)(j)(k) | Health Care Equipment & Services | L+850 | 0.0% | 2/11/27 | 129.2 | 128.1 | 130.5 | ||||||||||||||
| BCA Marketplace PLC |
(j)(m) | Retailing | L+825 | 0.0% | 11/22/27 | £ | 30.2 | 37.3 | 40.5 | |||||||||||||
| Byrider Finance LLC |
(j) | Automobiles & Components | L+1,000, 0.5% PIK (0.5% Max PIK) | 1.3% | 6/7/22 | $ | 36.0 | 36.0 | 35.9 | |||||||||||||
| Constellis Holdings LLC |
(f)(j)(u) | Capital Goods | L+100, 10.0% PIK (10.0% Max PIK) | 1.0% | 3/27/25 | 13.5 | 13.5 | 13.5 | ||||||||||||||
| Datatel Inc |
(j) | Software & Services | L+800 | 1.0% | 10/9/28 | 125.5 | 124.0 | 124.0 | ||||||||||||||
| Excelitas Technologies Corp |
(i)(s) | Technology Hardware & Equipment | L+750 | 1.0% | 12/1/25 | 6.6 | 6.7 | 6.7 | ||||||||||||||
| Fairway Group Holdings Corp |
(j)(o)(p)(u) | Food & Staples Retailing | 11.0% PIK (11.0% Max PIK) | 2/24/24 | 6.9 | 5.0 | — | |||||||||||||||
| Gruden Acquisition Inc |
(k)(s) | Transportation | L+850 | 1.0% | 8/18/23 | 25.0 | 24.5 | 22.9 | ||||||||||||||
| Misys Ltd |
(j)(m)(s)(t) | Software & Services | L+725 | 1.0% | 6/13/25 | 21.8 | 21.7 | 21.9 | ||||||||||||||
| NEP Broadcasting LLC |
(j)(s) | Media & Entertainment | L+700 | 0.0% | 10/19/26 | 5.8 | 5.6 | 5.0 | ||||||||||||||
| OEConnection LLC |
(f)(k) | Software & Services | L+825 | 0.0% | 9/25/27 | 42.9 | 42.6 | 42.6 | ||||||||||||||
| Ontic Engineering & Manufacturing Inc |
(f)(j)(l) | Capital Goods | L+850 | 0.0% | 10/29/27 | 26.8 | 26.4 | 26.6 | ||||||||||||||
| OPE Inmar Acquisition Inc |
(i)(s) | Software & Services | L+800 | 1.0% | 5/1/25 | 15.0 | 15.0 | 11.1 | ||||||||||||||
See notes to unaudited consolidated financial statements.
20
Table of Contents
FS KKR Capital Corp. II
Consolidated Schedule of Investments (continued)
As of December 31, 2020
(in millions, except share amounts)
| Portfolio Company(a) |
Footnotes | Industry |
Rate(b) | Floor | Maturity | Principal
Amount(c) |
Amortized Cost |
Fair
Value(d) |
||||||||||||||
| Paradigm Acquisition Corp |
(i)(s) | Health Care Equipment & Services | L+750 | 0.0% | 10/26/26 | $ | 2.8 | $ | 2.8 | $ | 2.6 | |||||||||||
| Peak 10 Holding Corp |
(j)(o)(p)(s) | Telecommunication Services | L+725 | 0.0% | 8/1/25 | 15.7 | 12.9 | 10.0 | ||||||||||||||
| Polyconcept North America Inc |
(j) | Household & Personal Products | 11.0% PIK (11.0% Max PIK) | 2/16/24 | 0.2 | 0.2 | 0.2 | |||||||||||||||
| Pretium Packaging LLC |
(k) | Household & Personal Products | L+825 | 0.8% | 11/6/28 | 43.4 | 42.7 | 42.7 | ||||||||||||||
| Pure Fishing Inc |
(f)(j) | Consumer Durables & Apparel | L+838 | 1.0% | 12/31/26 | 45.9 | 45.5 | 43.1 | ||||||||||||||
| Rise Baking Company |
(f)(i)(j) | Food, Beverage & Tobacco | L+800 | 1.0% | 8/9/26 | 17.6 | 17.5 | 16.5 | ||||||||||||||
| Sequa Corp |
(j)(s) | Capital Goods | L+1,075, 0.0% PIK (6.8% Max PIK) | 1.0% | 4/28/24 | 2.4 | 2.4 | 2.1 | ||||||||||||||
| SIRVA Worldwide Inc |
(j)(s) | Commercial & Professional Services | L+950 | 0.0% | 8/3/26 | 6.5 | 5.9 | 5.4 | ||||||||||||||
| Sorenson Communications LLC |
(j)(k) | Telecommunication Services | L+1,150 PIK (L+1,150 Max PIK) | 4/30/25 | 17.4 | 17.5 | 17.4 | |||||||||||||||
| Sparta Systems Inc |
(j) | Software & Services | L+825 | 1.0% | 8/21/25 | 2.4 | 2.4 | 2.4 | ||||||||||||||
| Sungard Availability Services Capital Inc |
(j) | Software & Services | L+400, 2.8% PIK (2.8 % Max PIK) | 1.0% | 8/1/24 | 12.3 | 12.3 | 12.3 | ||||||||||||||
| Vantage Specialty Chemicals Inc |
(j)(s) | Materials | L+825 | 1.0% | 10/27/25 | 0.8 | 0.7 | 0.7 | ||||||||||||||
| WireCo WorldGroup Inc |
(j)(s) | Capital Goods | L+900 | 1.0% | 9/30/24 | 14.1 | 14.0 | 11.5 | ||||||||||||||
| Wittur Holding GmbH |
(j)(m) | Capital Goods | E+850, 0.5% PIK (0.5% Max PIK) | 0.0% | 9/23/27 | € | 55.5 | 61.0 | 64.9 | |||||||||||||
|
|
|
|
|
|||||||||||||||||||
| Total Senior Secured Loans—Second Lien |
774.7 | 762.3 | ||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||
| Other Senior Secured Debt—1.8% |
||||||||||||||||||||||
| Advanced Lighting Technologies Inc |
(j)(o)(p)(u) | Materials | L+1,700 PIK (L+1,700 Max PIK) | 1.0% | 10/4/23 | $ | 17.3 | 10.7 | — | |||||||||||||
| APTIM Corp |
(j)(o)(p)(s) | Diversified Financials | 7.8% | 6/15/25 | 5.2 | 5.0 | 4.1 | |||||||||||||||
| Black Swan Energy Ltd |
(j)(m) | Energy | 9.0% | 1/20/24 | 4.0 | 4.0 | 4.0 | |||||||||||||||
| JW Aluminum Co |
(j)(k)(s)(u) | Materials | 10.3% | 6/1/26 | 37.2 | 37.3 | 39.5 | |||||||||||||||
| Lycra |
(j)(m)(s) | Consumer Durables & Apparel | 7.5% | 5/1/25 | 16.4 | 16.4 | 14.5 | |||||||||||||||
| TruckPro LLC |
(j)(s) | Capital Goods | 11.0% | 10/15/24 | 6.4 | 6.1 | 6.9 | |||||||||||||||
| Velvet Energy Ltd |
(j)(m) | Energy | 9.0% | 10/5/23 | 7.5 | 7.4 | 6.2 | |||||||||||||||
|
|
|
|
|
|||||||||||||||||||
| Total Other Senior Secured Debt |
86.9 | 75.2 | ||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||
| Subordinated Debt—3.0% |
||||||||||||||||||||||
| All Systems Holding LLC |
(j) | Commercial & Professional Services | 10.0% PIK (10.0% Max PIK) | 10/31/22 | 0.1 | 0.1 | 0.1 | |||||||||||||||
| athenahealth Inc |
(j) | Health Care Equipment & Services | L+1,113 PIK (L+1,113 Max PIK) | 2/11/27 | 81.5 | 81.5 | 81.9 | |||||||||||||||
| ClubCorp Club Operations Inc |
(j)(s) | Consumer Services | 8.5% | 9/15/25 | 25.9 | 25.2 | 24.2 | |||||||||||||||
| Craftworks Rest & Breweries Group Inc |
(j)(o)(p) | Consumer Services | 14.0% PIK (14.0% Max PIK) | 11/1/24 | 6.2 | 6.2 | — | |||||||||||||||
| Intelsat Jackson Holdings SA |
(j)(m)(o)(p)(s) | Media & Entertainment | 5.5% | 8/1/23 | 3.7 | 3.5 | 2.5 | |||||||||||||||
| Legends Hospitality LLC |
(j) | Consumer Services | L+1,000 PIK (L+1,000 Max PIK) | 1.0% | 5/6/26 | 21.2 | 20.9 | 20.9 | ||||||||||||||
|
|
|
|
|
|||||||||||||||||||
| Total Subordinated Debt |
137.4 | 129.6 | ||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||
| Portfolio Company(a) |
Footnotes | Industry |
Rate(b) | Floor | Maturity | Principal Amount(c)/ Number of Shares |
Cost | Fair
Value(d) |
||||||||||||||||
| Asset Based Finance—18.5% |
||||||||||||||||||||||||
| 801 5th Ave, Seattle, Private Equity |
(j)(m)(o)(v) | Real Estate | 4,025,308 | $ | 4.0 | $ | 9.2 | |||||||||||||||||
| 801 5th Ave, Seattle, Structure Mezzanine |
(j)(m)(v) | Real Estate | 8.0%, 3.0% PIK (3.0% Max PIK) | 12/19/29 | $ | 26.2 | 26.2 | 26.2 | ||||||||||||||||
| Abacus JV, Private Equity |
(j)(m) | Insurance | 36,708,640 | 36.7 | 39.1 | |||||||||||||||||||
See notes to unaudited consolidated financial statements.
21
Table of Contents
FS KKR Capital Corp. II
Consolidated Schedule of Investments (continued)
As of December 31, 2020
(in millions, except share amounts)
| Portfolio Company(a) |
Footnotes | Industry |
Rate(b) | Floor | Maturity | Principal Amount(c)/ Number of Shares |
Cost | Fair
Value(d) |
||||||||||||||||
| Accelerator Investments Aggregator LP, Private Equity |
(j)(m)(o) | Diversified Financials | 199,318 | $ | 0.2 | $ | 0.2 | |||||||||||||||||
| Altavair AirFinance, Private Equity |
(j)(m) | Capital Goods | 53,319,032 | 53.3 | 53.4 | |||||||||||||||||||
| Australis Maritime, Common Stock |
(j)(m) | Transportation | 22,646,265 | 22.5 | 22.4 | |||||||||||||||||||
| Avida Holding AB, Common Stock |
(j)(m)(o)(u) | Diversified Financials | 76,752,002 | 8.3 | 8.9 | |||||||||||||||||||
| Byrider Finance LLC, Structured Mezzanine |
(j) | Automobiles & Components | L+1,050 | 0.3% | 6/3/28 | $ | 4.3 | 4.3 | 4.3 | |||||||||||||||
| Byrider Finance LLC, Structured Mezzanine |
(n) | Automobiles & Components | L+1,050 | 0.3% | 6/3/28 | $ | 11.1 | 11.1 | 11.1 | |||||||||||||||
| Byrider Finance LLC, Sub Note |
(j)(m) | Automobiles & Components | 8.7% | 2/17/25 | $ | 4.2 | 4.0 | 4.3 | ||||||||||||||||
| Callodine Commercial Finance LLC, 2L Term Loan A |
(j) | Diversified Financials | L+900 | 1.0% | 11/3/25 | $ | 87.6 | 87.6 | 87.6 | |||||||||||||||
| Callodine Commercial Finance LLC, 2L Term Loan B |
(n)(o) | Diversified Financials | L+900 | 1.0% | 11/3/25 | $ | 28.2 | 28.2 | 28.2 | |||||||||||||||
| Capital Automotive LP, Private Equity |
(j)(m)(o) | Real Estate | 11,691,955 | 11.7 | 11.7 | |||||||||||||||||||
| Capital Automotive LP, Structured Mezzanine |
(j)(m) | Real Estate | 11.0% PIK (11.0% MAX PIK) | 12/22/28 | $ | 23.4 | 23.4 | 23.4 | ||||||||||||||||
| Global Jet Capital LLC, Preferred Stock |
(g)(j)(o) | Commercial & Professional Services | 80,065,036 | 80.1 | — | |||||||||||||||||||
| Global Jet Capital LLC, Structured Mezzanine |
(j) | Commercial & Professional Services | 15.0% PIK (15.0% Max PIK) | 1/30/25 | $ | 2.7 | 2.4 | 2.3 | ||||||||||||||||
| Global Jet Capital LLC, Structured Mezzanine |
(j) | Commercial & Professional Services | 15.0% PIK (15.0% Max PIK) | 4/30/25 | $ | 16.9 | 15.0 | 14.9 | ||||||||||||||||
| Global Jet Capital LLC, Structured Mezzanine |
(j) | Commercial & Professional Services | 15.0% PIK (15.0% Max PIK) | 9/3/25 | $ | 3.5 | 3.1 | 3.1 | ||||||||||||||||
| Global Jet Capital LLC, Structured Mezzanine |
(j) | Commercial & Professional Services | 15.0% PIK (15.0% Max PIK) | 9/29/25 | $ | 3.3 | 2.9 | 2.9 | ||||||||||||||||
| Global Jet Capital LLC, Structured Mezzanine |
(g)(j) | Commercial & Professional Services | 15.0% PIK (15.0% Max PIK) | 12/4/25 | $ | 99.2 | 87.9 | 87.4 | ||||||||||||||||
| Global Jet Capital LLC, Structured Mezzanine |
(g)(j)(m) | Commercial & Professional Services | 15.0% PIK (15.0% Max PIK) | 12/4/25 | $ | 22.1 | 19.6 | 19.5 | ||||||||||||||||
| Global Jet Capital LLC, Structured Mezzanine |
(g)(j) | Commercial & Professional Services | 15.0% PIK (15.0% Max PIK) | 12/9/25 | $ | 2.3 | 2.0 | 2.0 | ||||||||||||||||
| Global Jet Capital LLC, Structured Mezzanine |
(g)(j)(m) | Commercial & Professional Services | 15.0% PIK (15.0% Max PIK) | 12/9/25 | $ | 17.6 | 15.6 | 15.5 | ||||||||||||||||
| Global Jet Capital LLC, Structured Mezzanine |
(g)(j) | Commercial & Professional Services | 15.0% PIK (15.0% Max PIK) | 1/29/26 | $ | 8.5 | 7.5 | 7.5 | ||||||||||||||||
| Global Jet Capital LLC, Structured Mezzanine |
(g)(j)(m) | Commercial & Professional Services | 15.0% PIK (15.0% Max PIK) | 1/29/26 | $ | 1.9 | 1.7 | 1.7 | ||||||||||||||||
| Global Jet Capital LLC, Structured Mezzanine |
(j) | Commercial & Professional Services | 15.0% PIK (15.0% Max PIK) | 2/17/26 | $ | 22.9 | 20.3 | 20.1 | ||||||||||||||||
| Global Jet Capital LLC, Structured Mezzanine |
(j) | Commercial & Professional Services | 15.0% PIK (15.0% Max PIK) | 4/14/26 | $ | 14.2 | 12.5 | 12.5 | ||||||||||||||||
| Global Jet Capital LLC, Structured Mezzanine |
(j) | Commercial & Professional Services | 15.0% PIK (15.0% Max PIK) | 12/2/26 | $ | 24.1 | 21.3 | 21.2 | ||||||||||||||||
| Global Lending Services LLC, Private Equity |
(j)(m) | Diversified Financials | 13,995,903 | 14.0 | 15.6 | |||||||||||||||||||
| Global Lending Services LLC, Private Equity |
(j)(m) | Diversified Financials | 4,294,803 | 4.3 | 4.5 | |||||||||||||||||||
| Home Partners JV, Common Stock |
(j)(m)(o) | Real Estate | 20,362,992 | 20.4 | 25.9 | |||||||||||||||||||
| Home Partners JV, Private Equity |
(j)(m)(o)(s) | Real Estate | 706,596 | 0.7 | — | |||||||||||||||||||
| Home Partners JV, Structured Mezzanine |
(j)(m) | Real Estate | 11.0% PIK (11.0% Max PIK) | 3/25/29 | $ | 46.4 | 46.4 | 46.4 | ||||||||||||||||
| Home Partners JV, Structured Mezzanine |
(m)(n) | Real Estate | 11.0% PIK (11.0% Max PIK) | 3/25/29 | $ | 11.7 | 11.7 | 11.7 | ||||||||||||||||
| Home Partners JV 2, Private Equity |
(j)(m)(o) | Real Estate | 203,250 | 0.2 | 0.2 | |||||||||||||||||||
| Home Partners JV 2, Structured Mezzanine |
(j)(m) | Real Estate | 11.0% PIK (11.0% Max PIK) | 3/20/30 | $ | 0.4 | 0.4 | 0.4 | ||||||||||||||||
| Home Partners JV 2, Structured Mezzanine |
(m)(n) | Real Estate | 11.0% PIK (11.0% Max PIK) | 3/20/30 | $ | 15.9 | 15.9 | 15.9 | ||||||||||||||||
| Kilter Finance, Preferred Stock |
(j)(m)(v) | Insurance | 6.0%, 6.0% PIK (6.0% Max PIK) | 266,743 | 0.3 | 0.3 | ||||||||||||||||||
| Kilter Finance, Private Equity |
(j)(m)(o)(v) | Insurance | 289,268 | 0.3 | 0.3 | |||||||||||||||||||
| KKR Zeno Aggregator LP (K2 Aviation), Partnership Interest |
(j)(m) | Capital Goods | 5,432,797 | 5.4 | 6.0 | |||||||||||||||||||
| Lenovo Group Ltd, Structured Mezzanine |
(j)(m) | Technology Hardware & Equipment | 8.0% | 6/22/22 | € | 9.3 | 10.6 | 11.3 | ||||||||||||||||
| Lenovo Group Ltd, Structured Mezzanine |
(j)(m) | Technology Hardware & Equipment | 8.0% | 6/22/22 | $ | 19.5 | 19.5 | 19.5 | ||||||||||||||||
| Lenovo Group Ltd, Structured Mezzanine |
(j)(m) | Technology Hardware & Equipment | 12.0% | 6/22/22 | € | 5.9 | 6.7 | 7.2 | ||||||||||||||||
| Lenovo Group Ltd, Structured Mezzanine |
(j)(m) | Technology Hardware & Equipment | 12.0% | 6/22/22 | $ | 12.4 | 12.4 | 12.4 | ||||||||||||||||
| NewStar Clarendon 2014-1A Class D |
(j)(m)(o) | Diversified Financials | 1/25/27 | $ | 8.3 | 4.5 | 2.6 | |||||||||||||||||
See notes to unaudited consolidated financial statements.
22
Table of Contents
FS KKR Capital Corp. II
Consolidated Schedule of Investments (continued)
As of December 31, 2020
(in millions, except share amounts)
| Portfolio Company(a) |
Footnotes | Industry |
Rate(b) | Floor | Maturity | Principal Amount(c)/ Number of Shares |
Cost | Fair
Value(d) |
||||||||||||||
| Opendoor Labs Inc, 2L Term Loan |
(j)(m) | Real Estate | 10.0% | 1/23/26 | $ | 26.8 | $ | 26.8 | $ | 26.8 | ||||||||||||
| Opendoor Labs Inc, 2L Term Loan |
(m)(n) | Real Estate | 10.0% | 1/23/26 | $ | 53.6 | 53.6 | 53.6 | ||||||||||||||
| Pretium Partners LLC P1, Structured Mezzanine |
(j)(m) | Real Estate | 2.8%, 5.3% PIK (5.3% Max PIK) | 10/22/26 | $ | 6.7 | 6.7 | 6.7 | ||||||||||||||
| Pretium Partners LLC P2, Structured Mezzanine |
(j)(m) | Real Estate | 2.0%, 7.5% PIK (7.5% Max PIK) | 5/29/25 | $ | 15.3 | 15.3 | 15.5 | ||||||||||||||
| Prime ST LLC, Private Equity |
(j)(m)(o)(v) | Real Estate | 3,575,777 | 3.6 | 4.5 | |||||||||||||||||
| Prime ST LLC, Structured Mezzanine |
(j)(m)(v) | Real Estate | 5.0%, 6.0% PIK (6.0% Max PIK) | 3/12/30 | $ | 26.6 | 26.6 | 26.6 | ||||||||||||||
| Sofi Lending Corp, Purchase Facility |
(j)(m) | Diversified Financials | 40,637,805 | 40.6 | 41.1 | |||||||||||||||||
| Toorak Capital Funding LLC, Membership Interest |
(j)(m) | Real Estate | N/A | 12.9 | 15.5 | |||||||||||||||||
|
|
|
|
|
|||||||||||||||||||
| Total Asset Based Finance |
973.2 | 911.1 | ||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||
| Unfunded Asset Based Finance Commitments |
(120.5 | ) | (120.5 | ) | ||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||
| Net Asset Based Finance |
852.7 | 790.6 | ||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||
| Credit Opportunities Partners, LLC—14.7% |
||||||||||||||||||||||
| Credit Opportunities Partners, LLC |
(j)(m)(v) | Diversified Financials | 590.6 | 590.6 | 626.0 | |||||||||||||||||
|
|
|
|
|
|||||||||||||||||||
| Total Credit Opportunities Partners, LLC |
590.6 | 626.0 | ||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||
| Portfolio Company(a) |
Footnotes | Industry |
Rate(b) | Floor | Maturity | Number of Shares |
Cost | Fair
Value(d) |
||||||||||||||
| Equity/Other—7.7%(e) |
||||||||||||||||||||||
| Abaco Energy Technologies LLC, Common Stock |
(j)(o) | Energy | 3,055,556 | $ | 3.1 | $ | 0.4 | |||||||||||||||
| Abaco Energy Technologies LLC, Preferred Stock |
(j)(o) | Energy | 12,734,481 | 0.6 | 2.4 | |||||||||||||||||
| Advanced Lighting Technologies Inc, Common Stock |
(j)(o)(u) | Materials | 265,747 | 7.5 | — | |||||||||||||||||
| Advanced Lighting Technologies Inc, Warrant |
(j)(o)(u) | Materials | 10/4/27 | 4,189 | — | — | ||||||||||||||||
| All Systems Holding LLC, Common Stock |
(j)(o) | Commercial & Professional Services | 1,880,308 | 1.8 | 2.8 | |||||||||||||||||
| Arena Energy LP, Warrants |
(j)(o) | Energy | 58,445,593 | 0.2 | 0.2 | |||||||||||||||||
| ASG Technologies, Common Stock |
(j)(o)(u) | Software & Services | 625,178 | 13.5 | 23.2 | |||||||||||||||||
| ASG Technologies, Warrant |
(j)(o)(u) | Software & Services | 6/27/22 | 314,110 | 9.0 | 4.8 | ||||||||||||||||
| Aspect Software Inc, Common Stock |
(i)(j)(k)(o) | Software & Services | 1,148,694 | 1.9 | 2.0 | |||||||||||||||||
| Aspect Software Inc, Warrant |
(i)(j)(k)(o) | Software & Services | 1/15/24 | 1,146,890 | — | 1.4 | ||||||||||||||||
| ATX Networks Corp, Common Stock |
(j)(m)(o) | Technology Hardware & Equipment | 156,123 | 0.2 | — | |||||||||||||||||
| AVF Parent LLC, Trade Claim |
(j)(o) | Retailing | 121,058 | — | — | |||||||||||||||||
| Borden (New Dairy Opco), Common Stock |
(o)(q)(u) | Food, Beverage & Tobacco | 6,700,200 | 5.8 | 4.8 | |||||||||||||||||
| Catalina Marketing Corp, Common Stock |
(j)(o) | Media & Entertainment | 6,522 | — | — | |||||||||||||||||
| CDS US Intermediate Holdings Inc, Warrant |
(j)(m)(o) | Media & Entertainment | 2,023,714 | — | — | |||||||||||||||||
| Chisholm Oil & Gas Operating LLC, Series A Units |
(j)(o)(q) | Energy | 225,000 | 0.2 | — | |||||||||||||||||
| Cimarron Energy Inc, Common Stock |
(j)(o) | Energy | 4,302,293 | 3.9 | — | |||||||||||||||||
| Cimarron Energy Inc, Participation Option |
(j)(o) | Energy | 25,000,000 | 1.3 | 0.2 | |||||||||||||||||
| Constellis Holdings LLC, Private Equity |
(f)(j)(o)(u) | Capital Goods | 849,702 | 18.9 | 21.2 | |||||||||||||||||
| Crossmark Holdings Inc, Warrant |
(j)(o) | Commercial & Professional Services | 8,358 | — | — | |||||||||||||||||
| CTI Foods Holding Co LLC, Common Stock |
(j)(o) | Food, Beverage & Tobacco | 56 | — | — | |||||||||||||||||
See notes to unaudited consolidated financial statements.
23
Table of Contents
FS KKR Capital Corp. II
Consolidated Schedule of Investments (continued)
As of December 31, 2020
(in millions, except share amounts)
| Portfolio Company(a) |
Footnotes | Industry |
Rate(b) | Floor | Maturity | Number of Shares |
Cost | Fair
Value(d) |
||||||||||||||||
| Empire Today LLC, Common Stock |
(j)(o) | Retailing | 630 | $ | 1.9 | $ | 5.6 | |||||||||||||||||
| Envigo Laboratories Inc, Series A Warrant |
(k)(o) | Health Care Equipment & Services | 4/29/24 | 10,924 | — | — | ||||||||||||||||||
| Envigo Laboratories Inc, Series B Warrant |
(k)(o) | Health Care Equipment & Services | 4/29/24 | 17,515 | — | — | ||||||||||||||||||
| Fairway Group Holdings Corp, Common Stock |
(j)(o)(u) | Food & Staples Retailing | 103,091 | 3.3 | — | |||||||||||||||||||
| Fox Head Inc, Common Stock |
(g)(j)(o) | Consumer Durables & Apparel | 10,000,000 | 10.0 | — | |||||||||||||||||||
| Harvey Industries Inc, Common Stock |
(j)(o) | Capital Goods | 2,666,667 | — | 2.1 | |||||||||||||||||||
| HM Dunn Co Inc, Preferred Stock, Series A |
(j)(k)(o)(u) | Capital Goods | 14,786 | — | — | |||||||||||||||||||
| HM Dunn Co Inc, Preferred Stock, Series B |
(j)(k)(o)(u) | Capital Goods | 14,786 | — | — | |||||||||||||||||||
| JW Aluminum Co, Common Stock |
(g)(j)(o)(u) | Materials | 631 | — | — | |||||||||||||||||||
| JW Aluminum Co, Preferred Stock |
(g)(j)(u) | Materials | 12.5% PIK (12.5% Max PIK) | 2/15/28 | 6,875 | 65.1 | 76.7 | |||||||||||||||||
| Maverick Natural Resources LLC, Common Stock |
(o)(q) | Energy | 99,110 | 27.2 | 30.1 | |||||||||||||||||||
| MB Precision Holdings LLC, Class A—2 Units |
(o)(q) | Capital Goods | 6,655,178 | 2.3 | — | |||||||||||||||||||
| Miami Beach Medical Group LLC, Common Stock |
(j)(o) | Health Care Equipment & Services | 4,730,893 | 4.7 | 4.7 | |||||||||||||||||||
| Misys Ltd, Preferred Stock |
(j)(m) | Software & Services | L+1,025 | 2,841 | 2.8 | 2.8 | ||||||||||||||||||
| One Call Care Management Inc, Common Stock |
(j)(o)(u) | Health Care Equipment & Services | 2,604,293,203 | 1.8 | 1.4 | |||||||||||||||||||
| One Call Care Management Inc, Preferred Stock A |
(j)(o)(u) | Health Care Equipment & Services | 277,791 | 19.3 | 15.2 | |||||||||||||||||||
| One Call Care Management Inc, Preferred Stock B |
(j)(u) | Health Care Equipment & Services | 9.0% PIK (9.0% Max PIK) | 10/25/29 | 5,729,445 | 5.8 | 6.3 | |||||||||||||||||
| Polyconcept North America Inc, Class A—1 Units |
(j)(o) | Household & Personal Products | 624 | 0.1 | — | |||||||||||||||||||
| Production Resource Group LLC, Preferred Stock, Series A PIK |
(j)(o)(v) | Media & Entertainment | 8/21/24 | 434,250 | 40.7 | 19.4 | ||||||||||||||||||
| Production Resource Group LLC, Preferred Stock, Series B PIK |
(j)(o)(v) | Media & Entertainment | 8/21/24 | 140 | — | — | ||||||||||||||||||
| Professional Plumbing Group Inc, Common Stock |
(g)(o) | Materials | 3,000,000 | 3.0 | 4.5 | |||||||||||||||||||
| Quorum Health Corp, Common Stock |
(j)(o) | Health Care Equipment & Services | 48,600 | 0.4 | 0.4 | |||||||||||||||||||
| Quorum Health Corp, Trade Claim |
(j)(o) | Health Care Equipment & Services | 4,967,000 | 0.4 | 0.4 | |||||||||||||||||||
| Quorum Health Corp, Trust Initial Funding Units |
(j)(o) | Health Care Equipment & Services | 85,805 | 0.1 | 0.1 | |||||||||||||||||||
| Ridgeback Resources Inc, Common Stock |
(g)(j)(m)(o) | Energy | 1,644,464 | 10.1 | 6.6 | |||||||||||||||||||
| Sequential Brands Group Inc., Common Stock |
(g)(j)(s) | Consumer Durables & Apparel | 13,352 | 7.2 | 0.2 | |||||||||||||||||||
| Sorenson Communications LLC, Common Stock |
(g)(j)(o) | Telecommunication Services | 43,796 | — | 40.2 | |||||||||||||||||||
| SSC (Lux) Limited S.a r.l., Common Stock |
(j)(m)(o) | Health Care Equipment & Services | 125,000 | 2.5 | 5.4 | |||||||||||||||||||
| Sungard Availability Services Capital Inc, Common Stock |
(j)(k)(o) | Software & Services | 217,659 | 15.2 | 7.2 | |||||||||||||||||||
| Swift Worldwide Resources Holdco Ltd, Common Stock |
(j)(o) | Energy | 1,250,000 | 2.0 | 0.9 | |||||||||||||||||||
| Trace3 Inc, Common Stock |
(j)(o) | Software & Services | 42,486 | 0.4 | 3.1 | |||||||||||||||||||
| Warren Resources Inc, Common Stock |
(j)(o)(u) | Energy | 3,370,272 | 15.8 | 3.4 | |||||||||||||||||||
| Zeta Interactive Holdings Corp, Preferred Stock, Series E—1 |
(j)(o) | Software & Services | 1,051,348 | 8.4 | 11.0 | |||||||||||||||||||
| Zeta Interactive Holdings Corp, Preferred Stock, Series F |
(j)(o) | Software & Services | 956,233 | 8.4 | 16.4 | |||||||||||||||||||
| Zeta Interactive Holdings Corp, Warrant |
(j)(o) | Software & Services | 4/20/27 | 143,435 | — | 0.3 | ||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
| Total Equity/Other |
326.8 | 327.8 | ||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
| TOTAL INVESTMENTS—186.8% |
8,226.0 | 7,968.0 | ||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| LIABILITIES IN EXCESS OF OTHER ASSETS—(86.8%) |
(3,703.0 | ) | ||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| NET ASSETS—100.0% |
4,265.0 | |||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
See notes to unaudited consolidated financial statements.
24
Table of Contents
FS KKR Capital Corp. II
Consolidated Schedule of Investments (continued)
As of December 31, 2020
(in millions, except share amounts)
Foreign currency forward contracts
| Foreign Currency |
Settlement Date |
Counterparty | Amount and Transaction |
US$ Value at Settlement Date |
US$ Value at December 31, 2020 |
Unrealized Appreciation (Depreciation) |
||||||||||||||||||||||
| CAD |
6/7/2022 | JP Morgan Chase Bank | CAD | 1.4 Sold | $ | 1.1 | 1.1 | — | ||||||||||||||||||||
| EUR |
8/8/2025 | JP Morgan Chase Bank | € | 1.9 Sold | 2.3 | 2.5 | (0.2 | ) | ||||||||||||||||||||
| EUR |
5/6/2022 | JP Morgan Chase Bank | € | 0.7 Sold | 0.9 | 0.9 | — | |||||||||||||||||||||
| NOK |
8/8/2025 | JP Morgan Chase Bank | kr | 11.4 Sold | 1.2 | 1.3 | (0.1 | ) | ||||||||||||||||||||
| SEK |
8/8/2025 | JP Morgan Chase Bank | kr | 27.8 Sold | 3.1 | 3.4 | (0.3 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||
| Total |
$ | 8.6 | $ | 9.2 | $ | (0.6 | ) | |||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||
Interest rate swaps
| Counterparty |
Notional Amount |
Company Receives Floating Rate |
Company Pays Fixed Rate |
Termination Date |
Premiums Paid/ (Received) |
Value | Unrealized Depreciation |
|||||||||||||||||||||
| JP Morgan Chase Bank |
$ | 200 | 3-Month LIBOR | 2.78 | % | 12/18/2023 | $ | — | $ | (16 | ) | $ | (16 | ) | ||||||||||||||
| JP Morgan Chase Bank |
$ | 200 | 3-Month LIBOR | 2.81 | % | 12/18/2021 | — | (5 | ) | (5 | ) | |||||||||||||||||
| ING Capital LLC |
$ | 250 | 3-Month LIBOR | 2.59 | % | 1/14/2024 | — | (19 | ) | (19 | ) | |||||||||||||||||
| ING Capital LLC |
$ | 250 | 3-Month LIBOR | 2.62 | % | 1/14/2022 | — | (8 | ) | (8 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||
| $ | — | $ | (48 | ) | $ | (48 | ) | |||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||
| (a) | Security may be an obligation of one or more entities affiliated with the named company. |
| (b) | Certain variable rate securities in the Company’s portfolio bear interest at a rate determined by a publicly disclosed base rate plus a basis point spread. As of December 31, 2020, the three-month London Interbank Offered Rate, or LIBOR or “L”, was 0.24%, the Euro Interbank Offered Rate, or EURIBOR, was (0.55)%, Candian Dollar Offer Rate, or CDOR was 0.48%, and the Australian Bank Bill Swap Bid Rate, or BBSY, or “B”, was 0.06%, and the U.S. Prime Lending Rate, or Prime, was 3.25%. PIK means paid-in-kind. PIK income accruals may be adjusted based on the fair value of the underlying investment. Variable rate securities with no floor rate use the respective benchmark rate in all cases. |
| (c) | Denominated in U.S. dollars unless otherwise noted. |
| (d) | Fair value determined by the Company’s board of directors (see Note 8). |
| (f) | Security or portion thereof held within Ambler Funding LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Ally Bank (see Note 9). |
| (g) | Security or portion thereof held within Cobbs Creek LLC and is pledged as collateral supporting the amounts outstanding under the senior secured revolving credit facility (see Note 9). |
| (h) | Security or portion thereof held within Darby Creek LLC and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with Deutsche Bank AG, New York Branch (see Note 9). |
See notes to unaudited consolidated financial statements.
25
Table of Contents
FS KKR Capital Corp. II
Consolidated Schedule of Investments (continued)
As of December 31, 2020
(in millions, except share amounts)
| (i) | Security or portion thereof held within Dunlap Funding LLC and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with Deutsche Bank AG, New York Branch (see Note 9). |
| (j) | Security or portion thereof is pledged as collateral supporting the amounts outstanding under the senior secured revolving credit facility (see Note 9). |
| (k) | Security or portion thereof held within Juniata River LLC and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with JPMorgan Chase Bank, N.A. (see Note 9). |
| (l) | Security or portion thereof held within Meadowbrook Run LLC and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with Morgan Stanley Senior Funding, Inc. (see Note 9). |
| (m) | The investment is not a qualifying asset under the Investment Company Act of 1940, as amended, or the 1940 Act. A business development company may not acquire any asset other than qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. As of December 31, 2020, 74.4% of the Company’s total assets represented qualifying assets. |
| (n) | Security is an unfunded commitment. Reflects the stated spread at the time of commitment, but may not be the actual rate received upon funding. |
| (o) | Security is non-income producing. |
| (p) | Asset is on non-accrual status. |
| (q) | Security held within FSIC II Investments, Inc., a wholly-owned subsidiary of the Company. |
| (r) | Security held within IC II Arches Investments, LLC, a wholly-owned subsidiary of the Company.. |
| (s) | Security is classified as Level 1 or Level 2 in the Company’s fair value hierarchy (see Note 8). |
| (t) | Position or portion thereof unsettled as of December 31, 2020. |
| (u) | Under the 1940 Act, the Company generally is deemed to be an “affiliated person” of a portfolio company if it owns 5% or more of the portfolio company’s voting securities and generally is deemed to “control” a portfolio company if it owns more than 25% of the portfolio company’s voting securities or it has the power to exercise control over the management or policies of such portfolio company. As of December 31, 2020, the Company held investments in portfolio companies of |
See notes to unaudited consolidated financial statements.
26
Table of Contents
FS KKR Capital Corp. II
Consolidated Schedule of Investments (continued)
As of December 31, 2020
(in millions, except share amounts)
| which it is deemed to be an “affiliated person” but is not deemed to “control”. The following table presents certain financial information with respect to investments in portfolio companies of which the Company was deemed to be an affiliated person for the year ended December 31, 2020 |
| Portfolio Company |
Fair Value at December 31, 2019 |
Gross Additions(1) |
Gross Reductions(2) |
Net Realized Gain (Loss) |
Net Change in Unrealized Appreciation (Depreciation) |
Fair Value at December 31, 2020 |
Interest Income(3) |
PIK Income(3) |
Fee Income(3) |
|||||||||||||||||||||||||||
| Senior Secured Loans—First Lien |
|
|||||||||||||||||||||||||||||||||||
| Advanced Lighting Technologies Inc |
$ | 5.9 | $ | — | $ | (0.7 | ) | $ | 0.0 | $ | 0.2 | $ | 5.4 | $ | 0.0 | $ | — | $ | — | |||||||||||||||||
| Borden Dairy Co(4) |
— | 108.1 | (17.4 | ) | (52.4 | ) | (38.3 | ) | — | 0.0 | — | — | ||||||||||||||||||||||||
| Borden (New Dairy Opco) |
— | 11.4 | — | — | — | 11.4 | 0.2 | — | — | |||||||||||||||||||||||||||
| Borden (New Dairy Opco) |
— | 25.2 | — | — | — | 25.2 | 0.9 | — | — | |||||||||||||||||||||||||||
| Constellis Holdings LLC |
— | 8.4 | (8.4 | ) | — | — | — | 0.5 | — | — | ||||||||||||||||||||||||||
| Constellis Holdings LLC |
— | 15.0 | — | — | — | 15.0 | 1.0 | — | — | |||||||||||||||||||||||||||
| Fairway Group Holdings Corp |
— | 3.0 | (3.0 | ) | — | — | — | 0.1 | — | — | ||||||||||||||||||||||||||
| Fairway Group Holdings Corp |
— | 6.4 | (6.4 | ) | — | — | — | 0.4 | — | — | ||||||||||||||||||||||||||
| Fairway Group Holdings Corp |
6.3 | 0.0 | (6.3 | ) | 0.1 | (0.1 | ) | — | 10.7 | — | — | |||||||||||||||||||||||||
| Fairway Group Holdings Corp |
6.5 | — | (0.1 | ) | — | (5.9 | ) | 0.5 | — | — | — | |||||||||||||||||||||||||
| Fairway Group Holdings Corp |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| HM Dunn Co Inc |
26.0 | — | — | — | (5.6 | ) | 20.4 | — | — | — | ||||||||||||||||||||||||||
| HM Dunn Co Inc |
5.2 | 14.7 | (1.7 | ) | — | (4.9 | ) | 13.3 | — | 1.3 | — | |||||||||||||||||||||||||
| MB Precision Holdings LLC |
21.4 | 0.9 | (18.4 | ) | (3.5 | ) | (0.4 | ) | — | 1.1 | 0.2 | — | ||||||||||||||||||||||||
| One Call Care Management Inc. |
2.7 | 0.1 | 0.0 | 0.0 | — | 2.8 | 0.2 | — | — | |||||||||||||||||||||||||||
| Warren Resources Inc(5) |
21.0 | 0.2 | (21.2 | ) | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Senior Secured Loans—Second Lien |
||||||||||||||||||||||||||||||||||||
| Constellis Holdings LLC |
— | 13.5 | — | — | — | 13.5 | 0.0 | 1.3 | — | |||||||||||||||||||||||||||
| Fairway Group Holdings Corp |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Titan Energy LLC |
— | — | (0.6 | ) | (100.1 | ) | 100.7 | — | — | — | — | |||||||||||||||||||||||||
| Other Senior Secured Debt |
||||||||||||||||||||||||||||||||||||
| Advanced Lighting Technologies Inc |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| JW Aluminum Co |
36.3 | 2.8 | — | — | 0.4 | 39.5 | 3.5 | — | — | |||||||||||||||||||||||||||
| Mood Media Corp |
39.0 | 3.9 | — | (43.4 | ) | 0.5 | — | 0.4 | — | — | ||||||||||||||||||||||||||
| Asset Based Finance |
||||||||||||||||||||||||||||||||||||
| Avida Holding AB |
— | 8.3 | — | — | 0.6 | 8.9 | — | — | — | |||||||||||||||||||||||||||
| Equity/Other |
||||||||||||||||||||||||||||||||||||
| Advanced Lighting Technologies Inc, Common Stock |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Advanced Lighting Technologies Inc, Warrant |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| ASG Technologies, Common Stock |
30.7 | — | — | — | (7.5 | ) | 23.2 | — | — | — | ||||||||||||||||||||||||||
| ASG Technologies, Warrant |
8.6 | — | — | — | (3.8 | ) | 4.8 | — | — | — | ||||||||||||||||||||||||||
| Borden (New Dairy Opco), Common Stock |
— | 5.8 | — | — | (1.0 | ) | 4.8 | — | — | — | ||||||||||||||||||||||||||
| Constellis Holdings LLC |
— | 18.9 | — | — | 2.3 | 21.2 | — | — | — | |||||||||||||||||||||||||||
| Fairway Group Holdings Corp, Common Stock |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| HM Dunn Co Inc, Preferred Stock, Series A |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| HM Dunn Co Inc, Preferred Stock, Series B |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| JW Aluminum Co, Common Stock |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
See notes to unaudited consolidated financial statements.
27
Table of Contents
FS KKR Capital Corp. II
Consolidated Schedule of Investments (continued)
As of December 31, 2020
(in millions, except share amounts)
| Portfolio Company |
Fair Value at December 31, 2019 |
Gross Additions(1) |
Gross Reductions(2) |
Net Realized Gain (Loss) |
Net Change in Unrealized Appreciation (Depreciation) |
Fair Value at December 31, 2020 |
Interest Income(3) |
PIK Income(3) |
Fee Income(3) |
|||||||||||||||||||||||||||
| JW Aluminum Co, Preferred Stock |
$ | 104.1 | $ | 12.5 | $ | — | $ | — | $ | (39.9 | ) | $ | 76.7 | $ | — | $ | 11.8 | $ | — | |||||||||||||||||
| MB Precision Holdings LLC, Class A—2 Units |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| MB Precision Holdings LLC, Preferred Stock |
5.6 | — | — | (8.8 | ) | 3.2 | — | — | — | — | ||||||||||||||||||||||||||
| Mood Media Corp, Common Stock |
1.0 | — | — | (12.6 | ) | 11.6 | — | — | — | — | ||||||||||||||||||||||||||
| Mood Media LLC, Class A Warrants |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Mood Media LLC, Class B Warrants |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| Mood Media LLC, Class C Warrants |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| One Call Care Management Inc, Common Stock |
1.8 | — | — | — | (0.4 | ) | 1.4 | — | — | — | ||||||||||||||||||||||||||
| One Call Care Management Inc, Preferred Stock A |
19.3 | — | — | — | (4.1 | ) | 15.2 | — | — | — | ||||||||||||||||||||||||||
| One Call Care Management Inc, Preferred Stock B |
5.8 | — | 0.0 | — | 0.5 | 6.3 | — | 0.5 | — | |||||||||||||||||||||||||||
| Titan Energy LLC, Common Stock |
— | — | — | (8.6 | ) | 8.6 | — | — | — | — | ||||||||||||||||||||||||||
| Warren Resources Inc, Common Stock(5) |
8.3 | — | (15.8 | ) | — | 7.5 | — | — | — | — | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Total |
$ | 355.5 | $ | 259.1 | $ | (100.0 | ) | $ | (229.3 | ) | $ | 24.2 | $ | 309.5 | $ | 19.0 | $ | 15.1 | $ | — | ||||||||||||||||
|
|
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| (1) | Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest, the amortization of unearned income, the exchange of one or more existing securities of one or more new securities and the movement of an existing portfolio company into this category from a different category. |
| (2) | Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category. |
| (3) | Interest, PIK and fee income presented for the year ended December 31, 2020. |
| (4) | The Company held this investment as of December 31, 2019 but it was not deemed to be an “affiliated person” of the portfolio company as December 31, 2020. Transfers in or out have been presented at amortized cost. |
| (5) | The Company held this investment as of December 31, 2020 but it was not deemed to be an “affiliated person” of the portfolio company as of December 31, 2020. Transfers in or out have been presented at amortized cost. |
| (v) | Under the Investment Company Act of 1940, as amended, the Company generally is deemed to “control” a portfolio company if it owns more than 25% of the portfolio company’s voting securities or it has the power to exercise control over the management or policies of such portfolio company. As of December 31, 2020, the Company held investments in portfolio companies of which it is deemed to be an “affiliated person” and deemed to “control”. The following table presents certain information with respect to investments in portfolio companies of which the Company was deemed to be an affiliated person and deemed to control for the year ended December 31, 2020: |
| Portfolio Company |
Fair Value at December 31, 2019 |
Gross Additions(1) |
Gross Reductions(2) |
Net Realized Gain (Loss) |
Net Change in Unrealized Appreciation (Depreciation) |
Fair Value at December 31, 2020 |
Interest Income(3) |
PIK Income(3) |
Dividend Income(3) |
Fee Income(3) |
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| Senior Secured Loans—First Lien |
|
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| Production Resource Group LLC |
$ | — | $ | 120.6 | $ | — | $ | — | $ | — | $ | 120.6 | $ | — | $ | 1.7 | $ | — | — | |||||||||||||||||||||
| Production Resource Group LLC |
— | — | — | — | 0.1 | 0.1 | — | — | — | — | ||||||||||||||||||||||||||||||
| Production Resource Group LLC |
— | 36.7 | — | — | — | 36.7 | 1.4 | — | — | 0.1 | ||||||||||||||||||||||||||||||
| Warren Resources Inc(4) |
— | 21.2 | — | — | — | 21.2 | 2.3 | 0.2 | — | — | ||||||||||||||||||||||||||||||
| Asset Based Finance |
|
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| 801 5th Ave, Seattle, Structure Mezzanine |
47.1 | 0.8 | (21.7 | ) | — | — | 26.2 | 3.2 | 0.9 | — | — | |||||||||||||||||||||||||||||
| 801 5th Ave, Seattle, Private Equity |
7.8 | — | (5.5 | ) | 1.7 | 5.2 | 9.2 | — | — | — | — | |||||||||||||||||||||||||||||
| Kilter Finance, Preferred Stock |
— | 0.3 | — | — | — | 0.3 | — | — | — | — | ||||||||||||||||||||||||||||||
See notes to unaudited consolidated financial statements.
28
Table of Contents
FS KKR Capital Corp. II
Consolidated Schedule of Investments (continued)
As of December 31, 2020
(in millions, except share amounts)
| Portfolio Company |
Fair Value at December 31, 2019 |
Gross Additions(1) |
Gross Reductions(2) |
Net Realized Gain (Loss) |
Net Change in Unrealized Appreciation (Depreciation) |
Fair Value at December 31, 2020 |
Interest Income(3) |
PIK Income(3) |
Dividend Income(3) |
Fee Income(3) |
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| Kilter Finance, Private Equity |
$ | — | $ | 0.3 | $ | — | $ | — | $ | — | $ | 0.3 | $ | — | $ | — | $ | — | — | |||||||||||||||||||||
| Prime ST LLC, Structured Mezzanine |
— | 48.3 | (21.7 | ) | — | — | 26.6 | 0.7 | 2.0 | — | — | |||||||||||||||||||||||||||||
| Prime ST LLC, Private Equity |
— | 6.6 | (0.3 | ) | (2.7 | ) | 0.9 | 4.5 | — | — | — | — | ||||||||||||||||||||||||||||
| Credit Opportunities Partners, LLC |
|
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| Credit Opportunities Partners, LLC |
510.0 | 87.5 | (0.3 | ) | — | 28.8 | 626.0 | — | — | 71.3 | — | |||||||||||||||||||||||||||||
| Equity/Other |
|
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| Production Resource Group LLC, Preferred Stock, Series A PIK |
— | 40.7 | — | — | (21.3 | ) | 19.4 | — | — | — | — | |||||||||||||||||||||||||||||
| Production Resource Group LLC, Preferred Stock, Series B PIK |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Warren Resources Inc, Common Stock(4) |
— | 15.8 | — | — | (12.4 | ) | 3.4 | — | — | — | — | |||||||||||||||||||||||||||||
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| Total |
$ | 564.9 | $ | 378.8 | $ | (49.5 | ) | $ | (1.0 | ) | $ | 1.3 | $ | 894.5 | $ | 7.6 | $ | 4.8 | $ | 71.3 | $ | 0.1 | ||||||||||||||||||
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| (1) | Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest, the amortization of unearned income, the exchange of one or more existing securities of one or more new securities and the movement of an existing portfolio company into this category from a different category. |
| (2) | Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category. |
| (3) | Interest, PIK and fee income presented for the year ended December 31, 2020. |
| (4) | The Company held this investment as of December 31, 2019 but it was deemed to be an “affiliated person” of the portfolio company as of December 31, 2019. Transfers in or out have been presented at amortized cost. |
See notes to unaudited consolidated financial statements.
29
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements
(in millions, except share and per share amounts)
Note 1. Principal Business and Organization
FS KKR Capital Corp. II (NYSE: FSKR), or the Company, was incorporated under the general corporation laws of the State of Maryland on July 13, 2011 and formally commenced investment operations on June 18, 2012. The Company is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940, as amended, or the 1940 Act. In addition, the Company has elected to be treated for U.S. federal income tax purposes, and intends to qualify annually, as a regulated investment company, or RIC, as defined under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code. As of March 31, 2021, the Company had various wholly-owned subsidiaries, including special-purpose financing subsidiaries and subsidiaries through which it holds interests in portfolio companies. The unaudited consolidated financial statements include both the Company’s accounts and the accounts of its wholly-owned subsidiaries as of March 31, 2021. All intercompany transactions have been eliminated in consolidation. Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state income taxes.
The Company’s investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. The Company’s portfolio is comprised primarily of investments in senior secured loans and second lien secured loans of private middle-market U.S. companies and, to a lesser extent, subordinated loans and certain asset-based financing loans of private U.S. companies. In addition, a portion of the Company’s portfolio may be comprised of equity and equity-related securities, corporate bonds, structured products, other debt securities and derivatives, including total return swaps and credit default swaps.
The Company is externally managed by FS/KKR Advisor, LLC, or the Advisor, pursuant to an investment advisory agreement, dated as of December 18, 2019, or the investment advisory agreement. On April 9, 2018, GSO/Blackstone Debt Funds Management LLC, or GDFM, resigned as the investment sub-adviser to the Company and terminated the investment sub-advisory agreement, or the investment sub-advisory agreement, between FSIC II Advisor, LLC, or FSIC II Advisor, and GDFM, effective April 9, 2018. In connection with GDFM’s resignation as the investment sub-adviser to the Company, on April 9, 2018, the Company entered into an investment advisory and administrative services agreement, or the prior investment advisory and administrative services agreement, with the Advisor. The prior investment advisory and administrative services agreement replaced an investment advisory and administrative services agreement, dated February 8, 2012, or the FSIC II Advisor investment advisory and administrative services agreement, by and between the Company and FSIC II Advisor.
On December 18, 2019, the Company completed its acquisitions, or the 2019 Mergers, of FS Investment Corporation III, or FSIC III, FS Investment Corporation IV, or FSIC IV, and Corporate Capital Trust II, or CCT II, pursuant to that certain Agreement and Plan of Merger, or the 2019 Merger Agreement, dated as of May 31, 2019, by and among the Company, FSIC III, FSIC IV, CCT II, NT Acquisition 1, Inc., a former wholly-owned subsidiary of the Company, or Merger Sub 1, NT Acquisition 2, Inc., a former wholly-owned subsidiary of the Company, or Merger Sub 2, NT Acquisition 3, Inc., a former wholly-owned subsidiary of the Company, or Merger Sub 3, and the Advisor.
On June 10, 2020, the Company filed Articles of Amendment to its Articles of Incorporation, or the Reverse Stock Split Amendment, with the State Department of Assessments and Taxation of the State of Maryland to effect a 4 to 1 reverse split of the Company’s shares of common stock, or the Reverse Stock Split. The Reverse Stock Split became effective in accordance with the terms of the Reverse Stock Split Amendment on June 10, 2020.
30
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 1. Principal Business and Organization (continued)
The Reverse Stock Split affected all shareholders uniformly and did not alter any shareholder’s percentage interest in the
Company’s equity, except to the extent that the Reverse Stock Split resulted in some shareholders owning a fractional share. In that regard, no fractional shares were issued in connection with the Reverse Stock Split. Shareholders of record who would have otherwise been entitled to receive a fractional share instead received a cash payment based on the closing price of the Company’s common stock as reported on the NYSE as of June 10, 2020. A summary of the Company’s weighted average number of shares of common stock outstanding and earnings per share after adjusting for the reverse stock split is as follows:
| Three Months Ended March 31, 2020 |
||||
| Weighted average number of shares of common stock outstanding (as previously reported) |
678,379,301 | |||
| Weighted average number of shares of common stock outstanding (as adjusted) |
169,594,825 | |||
| Net investment income per share (as previously reported) |
$ | 0.14 | ||
| Net investment income per share (as adjusted) |
$ | 0.55 | ||
| Earnings per share (as previously reported) |
$ | (1.04 | ) | |
| Earnings per share (as adjusted) |
$ | (4.17 | ) | |
On November 23, 2020, the Company entered into an Agreement and Plan of Merger, or the 2020 Merger Agreement, with FS KKR Capital Corp., a Maryland corporation, or FSK and, together with the Company, the Funds, Rocky Merger Sub, Inc., a Maryland corporation and wholly-owned subsidiary of FSK, or Merger Sub, and the Advisor. The 2020 Merger Agreement provides that, subject to the conditions set forth in the 2020 Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving company and as a wholly-owned subsidiary of FSK, or the First Merger, and, immediately thereafter, the Company will merge with and into FSK, with FSK continuing as the surviving company or, together with the First Merger, the 2021 Merger. See Note 12 for additional information.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation: The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For a more complete discussion of significant accounting policies and certain other information, the Company’s interim unaudited consolidated financial statements should be read in conjunction with its audited consolidated financial statements as of and for the year ended December 31, 2020 included in the Company’s annual report on Form 10-K for the year ended December 31, 2020. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The December 31, 2020 consolidated balance sheet and consolidated schedule of investments are derived from the Company’s audited consolidated financial statements as of and for the year ended December 31, 2020. The Company is considered an investment company under GAAP and follows the accounting and reporting guidance applicable to investment companies under Financial Accounting Standards Boards, or the FASB, Accounting Standards Codification Topic 946, Financial Services—Investment Companies.
Use of Estimates: The preparation of the unaudited consolidated financial statements in conformity with GAAP 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.
Capital Gains Incentive Fee: Pursuant to the terms of the investment advisory agreement, 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 investment advisory agreement). This fee equals 20.0% of the Company’s incentive fee capital gains, which shall equal each of FSIC III, FSIC IV, CCT II and the Company’s realized capital gains (without duplication) on a cumulative basis from inception, calculated as of the
31
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 2. Summary of Significant Accounting Policies (continued)
end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation (without duplication) on a cumulative basis, less the aggregate amount of any capital gain incentive fees previously paid by FSIC III, FSIC IV, CCT II and the Company. On a quarterly basis, the Company accrues for the capital gains incentive fee by calculating such fees as if it were due and payable as of the end of such period.
The Company includes unrealized gains in the calculation of the capital gains incentive fee expense and related accrued capital gains incentive fee. This accrual reflects the incentive fees that would be payable to the Advisor if the Company’s entire portfolio was liquidated at its fair value as of the balance sheet date even though the Advisor is not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized.
Subordinated Income Incentive Fee: Pursuant to the terms of the investment advisory agreement, the Advisor may also be entitled to receive a subordinated incentive fee on income. The subordinated incentive fee on income under the investment advisory agreement, which is calculated and payable quarterly in arrears, equals 20.0% of the Company’s “pre-incentive fee net investment income” for the immediately preceding quarter and is subject to a hurdle rate, expressed as a rate of return on the value of the Company’s net assets, equal to 1.75% per quarter, or an annualized hurdle rate of 7.0%. As a result, the Advisor will not earn this incentive fee for any quarter until the Company’s pre-incentive fee net investment income for such quarter exceeds the hurdle rate of 1.75%. Once the Company’s pre-incentive fee net investment income in any quarter exceeds the hurdle rate, the Advisor will be entitled to a “catch-up” fee equal to the amount of the pre-incentive fee net investment income in excess of the hurdle rate, until the Company’s pre-incentive fee net investment income for such quarter equals 2.1875%, or 8.75% annually, of net assets. Thereafter, the Advisor will be entitled to receive 20.0% of the pre-incentive fee net investment income.
Commencing with the ninth full calendar quarter following the closing of the 2019 Mergers, the subordinated incentive fee on income is subject to a cap equal to (i) 20.0% of the “per share pre-incentive fee return” for the then-current calendar quarter and the eleven calendar quarters (or fewer number of calendar quarters) preceding the then-current calendar quarter (commencing with the first full calendar quarter following the 2019 Mergers) minus the cumulative “per share incentive fees” accrued and/or payable for the eleven calendar quarters (or fewer number of calendar quarters) preceding the then-current calendar quarter (commencing with the first full calendar quarter following the 2019 Mergers) multiplied by (ii) the weighted average number of shares outstanding during the calendar quarter (or any portion thereof) for which the subordinated incentive fee on income is being calculated.
Reclassifications: Certain amounts in the unaudited consolidated financial statements as of and for the three months ended March 31, 2020 and the audited consolidated financial statements as of and for the year ended December 31, 2020 may have been reclassified to conform to the classifications used to prepare the unaudited consolidated financial statements as of and for the three months ended March 31, 2021.
Revenue Recognition: Security transactions are accounted for on the trade date. The Company records interest income on an accrual basis to the extent that it expects to collect such amounts. The Company records dividend income on the ex-dividend date. Distributions received from limited liability company (“LLC”) and limited partnership (“LP”) investments are evaluated to determine if the distribution should be recorded as dividend income or a return of capital. The Company does not accrue as a receivable interest or dividends on loans and securities if it has reason to doubt its ability to collect such income. The Company’s policy is to place investments on non-accrual status when there is reasonable doubt that interest income will be collected. The Company considers many factors relevant to an investment when placing it on or removing it from non-accrual status including, but not limited to, the delinquency status of the investment, economic and business conditions, the overall financial condition of the underlying investment, the value of the underlying collateral, bankruptcy status, if any, and any other facts or circumstances relevant to the investment. If there is reasonable doubt that the Company will receive any previously accrued interest, then the accrued interest income will be written-off. Payments received on non-accrual investments may be recognized as income or applied to principal depending upon the collectability of the remaining principal and interest. Non-accrual investments may be restored to accrual status when principal and interest become current and are likely to remain current based on the Company’s judgment.
Loan origination fees, original issue discount and market discount are capitalized and the Company amortizes such amounts as interest income over the respective term of the loan or security. Upon the prepayment of a loan or security, any unamortized
32
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 2. Summary of Significant Accounting Policies (continued)
loan origination fees and original issue discount are recorded as interest income. Structuring and other non-recurring upfront fees are recorded as fee income when earned. For the three months ended March 31, 2021, the Company recognized $8 in structuring fee revenue. The Company records prepayment premiums on loans and securities as fee income when it receives such amounts.
Derivative Instruments: The Company’s derivative instruments include foreign currency forward contracts and interest rate swaps. The Company recognizes all derivative instruments as assets or liabilities at fair value in its consolidated financial statements. Derivative contracts entered into by the Company are not designated as hedging instruments, and as a result, the Company presents changes in fair value through net change in unrealized appreciation (depreciation) on derivative instruments in the consolidated statements of operations. Realized gains and losses of the derivative instruments are included in net realized gains (losses) on derivative instruments in the consolidated statements of operations.
Recent Accounting Pronouncements:
In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 is effective for all entities as of March 12, 2020 through December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The Company is currently evaluating the impact of adopting ASU 2020-04 on its consolidated financial statements.
Note 3. Share Transactions
There were no new transactions with respect to shares of the Company’s common stock during the three months ended March 31, 2021 and 2020.
In connection with the listing, or the Listing, of its shares of common stock on the New York Stock Exchange, or the NYSE, the Company terminated its previous distribution reinvestment plan, or the old DRP. The final distribution reinvestment under the old DRP was made in connection with the regular quarterly cash distribution paid on June 8, 2020 to stockholders of record as of the close of business on June 8, 2020. On June 17, 2020, the Company adopted a new distribution reinvestment plan, or the new DRP, which became effective as of, and will first apply to the reinvestment of cash distributions paid on or after, June 17, 2020.
During the three months ended March 31, 2021, the administrator for the Company’s new DRP, purchased 285,204 shares of common stock in the open market at an average price per share of $17.13 (totaling $5) pursuant to the new DRP, and distributed such shares to participants in the new DRP. During the period from April 1, 2021 to May 7, 2021, the administrator for the new DRP purchased 223,228 shares of common stock in the open market at an average price per share of $20.74 (totaling $5) pursuant to the new DRP, and distributed such shares to participants in the new DRP. For additional information regarding the terms of the new DRP, see Note 5.
Reverse Stock Split
As a result of the Reverse Stock Split, which was effective on June 10, 2020, every four shares of the Company’s common stock issued and outstanding were automatically combined into one share of the Company’s common stock, and the number of outstanding shares of the Company’s common stock was reduced from approximately 691.2 million to approximately 172.8 million as of June 10, 2020. The Reverse Stock Split did not modify the rights or preferences of the Company’s common stock. The Company also filed a separate Articles of Amendment to its Articles of Incorporation with the State Department of Assessments and Taxation of the State of Maryland to provide that there would be no change in the par value of $0.001 per share as a result of the Reverse Stock Split.
33
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 3. Share Transactions (continued)
Listing and Fractional Shares
The Company’s shares of common stock were listed and commenced trading on the NYSE on June 17, 2020. The Company eliminated any outstanding fractional shares of its common stock in connection with the Listing, as permitted by the Maryland General Corporation Law. The Company eliminated all outstanding fractional shares by rounding up the number of fractional shares held by each of the Company’s stockholders to the nearest whole number of shares as of June 15, 2020 As a result of the fractional share round up, the number of outstanding shares was increased by 64,069 shares.
May 2020 Share Repurchase Program
In May 2020, the Company’s board of directors authorized a stock repurchase program. Under the program, the Company was permitted to repurchase up to $100 in the aggregate of its outstanding common stock in the open market at prices below the then-current net asset value per share. The timing, manner, price and amount of any share repurchases was determined by the Company based upon the evaluation of economic and market conditions, the Company’s stock price, applicable legal and regulatory requirements and other factors. The program was terminated in connection with the 2020 Merger Agreement.
Note 4. Related Party Transactions
Compensation of the Investment Adviser
Pursuant to the investment advisory agreement, the Advisor is entitled to a base management fee calculated at an annual rate of 1.50% of the average weekly value of the Company’s gross assets excluding cash and cash equivalents (gross assets equal the total assets of the Company as set forth on the Company’s consolidated balance sheets), which base management fee is reduced from 1.50% to 1.00% on all assets financed using leverage over 1.0x debt-to-equity, and an incentive fee based on the Company’s performance. The base management fee is payable quarterly in arrears. All or any part of the base management fee not taken as to any quarter will be deferred without interest and may be taken in such other quarter as the Advisor determines. The prior investment advisory and administrative services agreement had substantially similar terms, except that cash and cash equivalents were not excluded from gross assets. See Note 2 for a discussion of the capital gains and subordinated income incentive fees that the Advisor may be entitled to under the investment advisory agreement.
On December 18, 2019, the Company entered into an administration agreement with the Advisor, or the administration agreement. Pursuant to the administration agreement, the Advisor oversees the Company’s day-to-day operations, including the provision of general ledger accounting, fund accounting, legal services, investor relations, certain government and regulatory affairs activities, and other administrative services. The Advisor also performs, or oversees the performance of, the Company’s corporate operations and required administrative services, which includes being responsible for the financial records that the Company is required to maintain and preparing reports for the Company’s stockholders and reports filed with the U.S. Securities and Exchange Commission, or the SEC. In addition, the Advisor assists the Company in calculating its net asset value, overseeing the preparation and filing of tax returns and the printing and dissemination of reports to the Company’s stockholders, and generally overseeing the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others.
Pursuant to the administration agreement, the Company reimburses the Advisor for expenses necessary to perform services related to its administration and operations, including the Advisor’s allocable portion of the compensation and related expenses of certain personnel of Franklin Square Holdings, L.P., which does business as FS Investments, or FS Investments, and KKR Credit Advisors (US), LLC, or KKR Credit, providing administrative services to the Company on behalf of the Advisor. The Company reimburses the Advisor no less than quarterly for all costs and expenses incurred by the Advisor in performing its obligations and providing personnel and facilities under the administration agreement. The Advisor allocates the cost of such services to the Company based on factors such as total assets, revenues, time allocations and/or other reasonable metrics. The Company’s board of directors reviews the methodology employed in determining how the expenses are allocated to the Company and the proposed allocation of administrative expenses among the Company and certain affiliates of the Advisor. The Company’s board of directors then assesses the reasonableness of such reimbursements for expenses allocated to it based on the breadth, depth and
34
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 4. Related Party Transactions (continued)
quality of such services as compared to the estimated cost to the Company of obtaining similar services from third-party service providers known to be available. In addition, the Company’s board of directors considers whether any single third-party service provider would be capable of providing all such services at comparable cost and quality. Finally, the Company’s board of directors compares the total amount paid to the Advisor for such services as a percentage of the Company’s net assets to the same ratio as reported by other comparable BDCs. The administrative services provisions of the FSIC II Advisor investment advisory and administrative services agreement and the prior investment advisory and administrative services agreement were substantially similar to the administration agreement.
The following table describes the fees and expenses accrued under the investment advisory agreement and the administration agreement, as applicable, during the three months ended March 31, 2021 and 2020:
| Three Months Ended March 31, |
||||||||||||
| Related Party |
Source Agreement |
Description |
2021 | 2020 | ||||||||
| The Advisor |
Investment advisory agreement | Base Management Fee(1) | $ | 31 | $ | 33 | ||||||
| The Advisor |
Investment advisory agreement | Subordinated Incentive Fee on Income(2) | $ | 24 | $ | 23 | ||||||
| The Advisor |
Administration agreement | Administrative Services Expenses(3) | $ | 2 | $ | 2 | ||||||
| (1) | During the three months ended March 31, 2021 and 2020, $30 and $35, respectively, in base management fees were paid to the Advisor. As of March 31, 2021, $31 in base management fees were payable to the Advisor. |
| (2) | During the three months ended March 31, 2021 and 2020, $25 and $11, respectively, of subordinated incentive fees on income were paid to the Advisor. As of March 31, 2021, a subordinated incentive fee on income of $24 was payable to the Advisor. |
| (3) | During the three months ended March 31, 2021 and 2020, $1 and $1, respectively, of the accrued administrative services expenses related to the allocation of costs of administrative personnel for services rendered to the Company by the Advisor and the remainder related to other reimbursable expenses, including reimbursement of fees related to transactional expenses for prospective investments, including fees and expenses associated with performing due diligence reviews of investments that do not close, often referred to as “broken deal” costs. Broken deal costs were $0.2 and $0.2 for the three months ended March 31, 2021 and 2020, respectively. The Company paid $0 and $2 in administrative services expenses to the Advisor during the three months ended March 31, 2021 and 2020, respectively. |
Potential Conflicts of Interest
The members of the senior management and investment teams of the Advisor serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as the Company does, or of investment vehicles managed by the same personnel. For example, the Advisor is the investment adviser to FS KKR Capital Corp., and the officers, managers and other personnel of the Advisor may serve in similar or other capacities for the investment advisers to future investment vehicles affiliated with FS Investments or KKR Credit. In serving in these multiple and other capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in the Company’s best interests or in the best interest of the Company’s stockholders. The Company’s investment objectives may overlap with the investment objectives of such investment funds, accounts or other investment vehicles. For additional information regarding potential conflicts of interest, see the Company’s annual report on Form 10-K for the year ended December 31, 2020.
Exemptive Relief
As a BDC, the Company is subject to certain regulatory restrictions in making its investments. For example, BDCs generally are not permitted to co-invest with certain affiliated entities in transactions originated by the BDC or its affiliates in the absence of an exemptive order from the SEC. However, BDCs are permitted to, and may, simultaneously co-invest in transactions where price is the only negotiated term.
In an order dated June 4, 2013, or the FS Order, the SEC granted exemptive relief permitting the Company, subject to the satisfaction of certain conditions, to co-invest in certain privately negotiated investment transactions with certain affiliates of its former investment adviser, including FS Energy and Power Fund, FS KKR Capital Corp., and any future BDCs that are advised by its former investment adviser or its affiliated investment advisers. However, in connection with the investment advisory
35
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 4. Related Party Transactions (continued)
relationship with the Advisor, and in an effort to mitigate potential future conflicts of interest, the Company’s board of directors authorized and directed that the Company (i) withdraw from the FS Order, except with respect to any transaction in which the Company participated in reliance on the FS Order prior to April 9, 2018, and (ii) rely on an exemptive relief order, dated January 5, 2021, that permits the Company, subject to the satisfaction of certain conditions, to co-invest in certain privately negotiated investment transactions, including investments originated and directly negotiated by the Advisor or KKR Credit, with certain affiliates of the Advisor
Affiliated Purchaser Program
As previously disclosed, certain affiliates of the owners of the Advisor committed $100 to a $350 investment vehicle that may invest from time to time in shares of the Company’s common stock. The Company is not a party to any transaction with the investment vehicle.
Note 5. Distributions
The following table reflects the cash distributions per share that the Company declared and paid on its common stock during the three months ended March 31, 2021 and 2020:
| Distribution | ||||||||
| For the Three Months Ended |
Per Share(1) | Amount | ||||||
| Fiscal 2020 |
||||||||
| March 31, 2020 |
$ | 0.6000 | $ | 102 | ||||
|
|
|
|
|
|||||
| Total |
$ | 0.6000 | $ | 102 | ||||
|
|
|
|
|
|||||
| Fiscal 2021 |
||||||||
| March 31, 2021 |
$ | 0.5500 | $ | 93 | ||||
|
|
|
|
|
|||||
| Total |
$ | 0.5500 | $ | 93 | ||||
|
|
|
|
|
|||||
| (1) | The amount of each per share distribution has been retroactively adjusted to reflect the Reverse Stock Split as discussed above in Note 3. |
On May 7, 2021, the Company’s board of directors declared a regular quarterly cash distribution of $0.55 per share, which will be paid on or about July 2, 2021 to stockholders of record as of the close of business on June 11, 2021. The timing and amount of any future distributions to stockholders are subject to applicable legal restrictions and the sole discretion of the Company’s board of directors.
Prior to the Listing, the Company had adopted an “opt in” old DRP for its stockholders. As a result, if the Company made a cash distribution, its stockholders would receive the distribution in cash unless they specifically “opted in” to the old DRP so as to have their cash distributions reinvested in additional shares of the Company’s common stock. In connection with the Listing, the Company terminated its old DRP. The final distribution reinvestment under the old DRP was made in connection with the regular quarterly cash distribution paid on June 8, 2020 to stockholders of record as of the close of business on June 8, 2020. On June 17, 2020, the Company adopted the new DRP, which became effective as of, and will first apply to the reinvestment of cash distributions paid on or after, June 17, 2020.
Pursuant to the new DRP, the Company will reinvest all cash dividends or distributions declared by the Company’s board of directors on behalf of stockholders who do not elect to receive their distributions in cash. As a result, if the Company’s board of directors declares a distribution, then stockholders who have not elected to “opt out” of the new DRP will have their distributions automatically reinvested in additional shares of the Company’s common stock.
With respect to each distribution pursuant to the new DRP, the Company reserves the right to either issue new shares of common stock or purchase shares of common stock in the open market in connection with implementation of the new DRP. Unless the Company, in its sole discretion, otherwise directs the plan administrator, (A) if the per share market price (as defined
36
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 5. Distributions (continued)
in the new DRP) is equal to or greater than the estimated net asset value per share (rounded up to the nearest whole cent) of the Company’s common stock on the payment date for the distribution, then the Company will issue shares of common stock at the greater of (i) net asset value per share of common stock or (ii) 95% of the market price; or (B) if the market price is less than the net asset value per share, then, in the sole discretion of the Company, (i) shares of common stock will be purchased in open market transactions for the accounts of participants to the extent practicable, or (ii) the Company will issue shares of common stock at net asset value per share. Pursuant to the terms of the new DRP, the number of shares of common stock to be issued to a participant will be determined by dividing the total dollar amount of the distribution payable to a participant by the price per share at which the Company issues such shares; provided, however, that shares purchased in open market transactions by the plan administrator will be allocated to a participant based on the average purchase price, excluding any brokerage charges or other charges, of all shares of common stock purchased in the open market.
If a stockholder receives distributions in the form of common stock pursuant to the new DRP, such stockholder generally will be subject to the same federal, state and local tax consequences as if it elected to receive distributions in cash. If the Company’s common stock is trading at or below net asset value, a stockholder receiving distributions in the form of additional common stock will be treated as receiving a distribution in the amount of cash that they would have received if they had elected to receive the distribution in cash. If the Company’s common stock is trading above net asset value, a stockholder receiving distributions in the form of additional common stock will be treated as receiving a distribution in the amount of the fair market value of the Company’s common stock. The stockholder’s basis for determining gain or loss upon the sale of common stock received in a distribution will be equal to the total dollar amount of the distribution payable to the stockholder. Any stock received in a distribution will have a holding period for tax purposes commencing on the day following the day on which the shares of common stock are credited to the stockholder’s account.
The Company may fund its cash distributions to stockholders from any sources of funds legally available to it, including proceeds from the sale of shares of the Company’s common stock, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, gains from interest rate swaps, non-capital gains proceeds from the sale of assets and dividends or other distributions paid to the Company on account of preferred and common equity investments in portfolio companies. The Company has not established limits on the amount of funds it may use from available sources to make distributions. During certain periods, the Company’s distributions may exceed its earnings. As a result, it is possible that a portion of the distributions the Company makes may represent a return of capital. A return of capital generally is a return of a stockholder’s investment rather than a return of earnings or gains derived from the Company’s investment activities. Each year a statement on Form 1099-DIV identifying the sources of the distributions (i.e., paid from ordinary income, paid from net capital gains on the sale of securities, and/or a return of capital, which is a nontaxable distribution) will be mailed to the Company’s stockholders. There can be no assurance that the Company will be able to pay distributions at a specific rate or at all.
The following table reflects the sources of the cash distributions on a tax basis that the Company paid on its common stock during the three months ended March 31, 2021 and 2020:
| Three Months Ended March 31, | ||||||||||||||||
| 2021 | 2020 | |||||||||||||||
| Source of Distribution |
Distribution Amount |
Percentage | Distribution Amount |
Percentage | ||||||||||||
| Return of capital |
$ | — | — | $ | — | — | ||||||||||
| Net investment income(1) |
93 | 100 | % | 102 | 100 | % | ||||||||||
| Short-term capital gains proceeds from the sale of assets |
— | — | — | — | ||||||||||||
| Long-term capital gains proceeds from the sale of assets |
— | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
$ | 93 | 100 | % | $ | 102 | 100 | % | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (1) | During the three months ended March 31, 2021 and 2020, 88.8% and 90.2%, respectively, of the Company’s gross investment income was attributable to cash income earned, 2.1% and 2.6%, respectively, was attributable to non-cash accretion of discount and 9.1% and 7.2%, respectively, was attributable to paid-in-kind, or PIK, interest. |
37
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 5. Distributions (continued)
The determination of the tax attributes of the Company’s distributions is made annually as of the end of the Company’s fiscal year based upon the Company’s taxable income for the full year and distributions paid for the full year. Therefore, a determination made on a quarterly basis may not be representative of the actual tax attributes of the Company’s distributions for a full year. The actual tax characteristics of distributions to stockholders are reported to stockholders annually on Form 1099-DIV.
Net capital losses incurred for tax years beginning after December 22, 2010, may be carried forward indefinitely, and their character is retained as short-term or long-term losses. As of March 31, 2021, the Company had short-term and long-term capital loss carryforwards available to offset future realized capital gains of $31 and $1,183, respectively. $191 of such losses were carried over from the target companies due to the 2019 Mergers, and $246 of such losses were carried over from losses generated by the Company prior to the 2019 Mergers. Because of the loss limitation rules of the Code, some of the tax basis losses may be limited in their use. Any unused balances resulting from such limitations may be carried forward into future years indefinitely.
As of March 31, 2021 and December 31, 2020, the gross unrealized appreciation was $322 and $279, respectively. As of March 31, 2021 and December 31, 2020, the gross unrealized depreciation was $543 and $547, respectively.
The aggregate cost of the Company’s investments for U.S. federal income tax purposes totaled $7,583 and $8,375 as of March 31, 2021 and December 31, 2020, respectively. The aggregate net unrealized appreciation (depreciation) on a tax basis was $(415) and $(456) as of March 31, 2021 and December 31, 2020, respectively.
As of March 31, 2021, the Company had a deferred tax asset of $21 resulting from net operating losses and capital losses of the Company’s wholly-owned taxable subsidiaries. As of March 31, 2021, the wholly-owned taxable subsidiaries anticipated that they would be unable to fully utilize their generated net operating losses, therefore the deferred tax asset was offset by a valuation allowance of $21. For the three months ended March 31, 2021, the Company did not record a provision for taxes related to its wholly-owned taxable subsidiaries.
Note 6. Investment Portfolio
The following table summarizes the composition of the Company’s investment portfolio at cost and fair value as of March 31, 2021 and December 31, 2020:
| March 31, 2021 (Unaudited) | December 31, 2020 | |||||||||||||||||||||||
| Amortized Cost(1) |
Fair Value |
Percentage of Portfolio |
Amortized Cost(1) |
Fair Value |
Percentage of Portfolio |
|||||||||||||||||||
| Senior Secured Loans—First Lien |
$ | 5,170 | $ | 4,968 | 65.5 | % | $ | 5,457 | $ | 5,256 | 66.0 | % | ||||||||||||
| Senior Secured Loans—Second Lien |
720 | 720 | 9.5 | % | 774 | 762 | 9.6 | % | ||||||||||||||||
| Other Senior Secured Debt |
55 | 57 | 0.8 | % | 87 | 75 | 0.9 | % | ||||||||||||||||
| Subordinated Debt |
32 | 24 | 0.3 | % | 137 | 130 | 1.6 | % | ||||||||||||||||
| Asset Based Finance |
891 | 831 | 11.0 | % | 853 | 791 | 9.9 | % | ||||||||||||||||
| Credit Opportunities Partners, LLC |
591 | 639 | 8.4 | % | 591 | 626 | 7.9 | % | ||||||||||||||||
| Equity/Other |
318 | 345 | 4.5 | % | 327 | 328 | 4.1 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
$ | 7,777 | $ | 7,584 | 100.0 | % | $ | 8,226 | $ | 7,968 | 100.0 | % | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
In general, under the 1940 Act, the Company would be presumed to “control” a portfolio company if it owned more than 25% of its voting securities or it had the power to exercise control over the management or policies of such portfolio company, and would be an “affiliated person” of a portfolio company if it owned 5% or more of its voting securities.
As of March 31, 2021, the Company held investments in seven portfolio companies of which it is deemed to “control”. As of March 31, 2021, the Company held investments in seven portfolio companies of which it is deemed to be an “affiliated person” but is not deemed to “control.” For additional information with respect to such portfolio companies, see footnotes (u) and (v) to the unaudited consolidated schedule of investments as of March 31, 2021 in this quarterly report on Form 10-Q.
38
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 6. Investment Portfolio (continued)
As of December 31, 2020, the Company held investments in six portfolio companies of which it is deemed to “control”. As of December 31, 2020, the Company held investments in nine portfolio companies of which it was deemed to be an “affiliated person” but was not deemed to “control.” For additional information with respect to such portfolio companies, see footnotes (u) and (v) to the consolidated schedule of investments as of December 31, 2020 in this quarterly report on Form 10-Q.
The Company’s investment portfolio may contain loans and other unfunded arrangements that are in the form of lines of credit, revolving credit facilities, delayed draw credit facilities or other investments, which require the Company to provide funding when requested by portfolio companies in accordance with the terms of the underlying agreements. As of March 31, 2021, the Company had unfunded debt investments with aggregate unfunded commitments of $555.3, unfunded equity/other commitments of $217.6, and unfunded commitments of $284.4 of Credit Opportunities Partners, LLC. As of December 31, 2020, the Company had unfunded debt investments with aggregate unfunded commitments of $516.8, unfunded equity/other commitments of $139.3 and unfunded commitments of $284.4 of Credit Opportunities Partners, LLC. The Company maintains sufficient cash on hand, available borrowings and liquid securities to fund such unfunded commitments should the need arise. For additional details regarding the Company’s unfunded debt investments, see the Company’s unaudited consolidated schedule of investments as of March 31, 2021 and audited consolidated schedule of investments as of December 31, 2020.
The table below describes investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets in such industries as of March 31, 2021 and December 31, 2020:
| March 31, 2021 (Unaudited) |
December 31, 2020 | |||||||||||||||
| Industry Classification |
Fair Value |
Percentage of Portfolio |
Fair Value |
Percentage of Portfolio |
||||||||||||
| Automobiles & Components |
$ | 72 | 0.9 | % | $ | 62 | 0.8 | % | ||||||||
| Capital Goods |
1,071 | 14.1 | % | 1,110 | 13.9 | % | ||||||||||
| Commercial & Professional Services |
583 | 7.7 | % | 788 | 9.9 | % | ||||||||||
| Consumer Durables & Apparel |
246 | 3.2 | % | 297 | 3.7 | % | ||||||||||
| Consumer Services |
151 | 2.0 | % | 175 | 2.2 | % | ||||||||||
| Credit Opportunities Partners, LLC |
639 | 8.4 | % | 626 | 7.9 | % | ||||||||||
| Diversified Financials |
618 | 8.1 | % | 646 | 8.1 | % | ||||||||||
| Energy |
156 | 2.1 | % | 142 | 1.8 | % | ||||||||||
| Food & Staples Retailing |
188 | 2.5 | % | 187 | 2.3 | % | ||||||||||
| Food, Beverage & Tobacco |
110 | 1.5 | % | 109 | 1.4 | % | ||||||||||
| Health Care Equipment & Services |
636 | 8.4 | % | 806 | 10.1 | % | ||||||||||
| Household & Personal Products |
145 | 1.9 | % | 176 | 2.2 | % | ||||||||||
| Insurance |
317 | 4.2 | % | 276 | 3.4 | % | ||||||||||
| Materials |
112 | 1.5 | % | 127 | 1.6 | % | ||||||||||
| Media & Entertainment |
263 | 3.5 | % | 216 | 2.7 | % | ||||||||||
| Pharmaceuticals, Biotechnology & Life Sciences |
165 | 2.2 | % | 110 | 1.4 | % | ||||||||||
| Real Estate |
242 | 3.2 | % | 239 | 3.0 | % | ||||||||||
| Retailing |
420 | 5.5 | % | 351 | 4.4 | % | ||||||||||
| Software & Services |
1,075 | 14.2 | % | 1,137 | 14.3 | % | ||||||||||
| Technology Hardware & Equipment |
111 | 1.5 | % | 116 | 1.5 | % | ||||||||||
| Telecommunication Services |
117 | 1.5 | % | 146 | 1.8 | % | ||||||||||
| Transportation |
147 | 1.9 | % | 126 | 1.6 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
$ | 7,584 | 100.0 | % | $ | 7,968 | 100.0 | % | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Credit Opportunities Partners, LLC
On September 30, 2019, Credit Opportunities Partners, LLC, or COP, a joint venture between the Company and South Carolina Retirement Systems Group Trust, or SCRS, was formed pursuant to the terms of a limited liability company agreement
39
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 6. Investment Portfolio (continued)
between the Company and SCRS, or the COP Agreement. The COP Agreement requires the Company and SCRS to provide capital to COP of up to $1,000 in the aggregate where the Company and SCRS would provide 87.5% and 12.5%, respectively, of the committed capital. Pursuant to the terms of the COP Agreement, the Company and SCRS each have 50% voting control of COP and are required to agree on all investment decisions as well as certain other significant actions for COP. COP invests its capital in a range of investments, including senior secured loans (both first lien and second lien) to middle market companies, broadly syndicated loans, equity, warrants and other investments. As administrative agent of COP, the Company performs certain day-to-day management responsibilities on behalf of COP and is entitled to a fee of 0.25% of COP’s assets under administration, calculated and payable quarterly in arrears. As of March 31, 2021, the Company and SCRS have funded approximately $675.0 to COP, of which $590.6 was from the Company.
On May 15, 2017, Green Creek LLC, or Green Creek, then a wholly-owned special-purpose financing subsidiary of the Company, entered into a revolving credit facility with Goldman Sachs Bank, or Goldman Sachs, as lender, sole lead arranger and administrative agent, and Wells Fargo Bank, National Association, or Wells Fargo, as collateral administrator and collateral agent. On December 19, 2019, the Company contributed all of its outstanding equity in Green Creek to COP. As a result, Green Creek became a wholly-owned special-purpose financing subsidiary of COP. Concurrently, Green Creek amended and restated its revolving credit facility with Goldman Sachs and, thereafter, on July 30, 2020, further amended and restated the revolving credit facility, or as amended, the Green Creek Credit Facility.
The Green Creek Credit Facility provides for borrowings in U.S. dollars, Canadian dollars, Euros and pounds sterling, in an aggregate principal amount up to $500 on a committed basis, which will be reduced to $400 on December 15, 2021. The end of the reinvestment period and the maturity date for the Green Creek Credit Facility are December 31, 2021 and January 30, 2022, respectively. U.S. dollar borrowings bear interest at the rate of three-month LIBOR (subject to a 0% floor) plus 3.30% per annum. Foreign currency borrowings bear interest at the rate of the relevant reference rate (subject to a 0% floor) plus the spread applicable to the specified currency. During the reinvestment period, Green Creek is subject to unused fees in an amount equal to the sum of (i) 3.30% per annum on the average daily unborrowed portion of the facility amount up to 85% of the facility amount, or the Green Creek Minimum Utilization Amount, plus (ii) 0.50% per annum on the average daily unborrowed portion of the facility amount above the Green Creek Minimum Utilization Amount. Borrowings under the Green Creek Credit Facility are secured by a first priority security interest in substantially all of the assets of Green Creek, including its portfolio of assets. As of March 31, 2021, total outstanding borrowings under the Green Creek Credit Facility were $435.6.
On March 11, 2020, Big Cedar Creek LLC, or Big Cedar Creek, a wholly-owned special-purpose financing subsidiary of COP, entered into a revolving credit facility, or the Big Cedar Creek Credit Facility, with BNP Paribas, as lender and administrative agent, each of the lenders from time to time party thereto, COP, as equityholder and servicer, and Wells Fargo, as collateral agent. The Big Cedar Creek Credit Facility provides for borrowings in U.S. dollars and certain agreed upon foreign currencies in an aggregate principal amount up to $300 on a committed basis. The end of the reinvestment period and the maturity date for the Big Cedar Creek Credit Facility are March 11, 2023 and March 11, 2025, respectively. Under the Big Cedar Creek Credit Facility, borrowings bear interest at the rate of LIBOR (or the relevant reference rate for any foreign currency borrowings) (subject to a 0% floor) plus a spread of (i) during the reinvestment period, 1.85% to 2.55% per annum, and (ii) after the reinvestment period, 2.00% to 2.65% per annum, in each case, determined based on the currency of the borrowing and the composition of the collateral portfolio. During the reinvestment period, Big Cedar Creek is subject to an unused fee ranging from 0.375% to 1.00% per annum on the average daily unborrowed portion of the facility amount below 85% of the facility amount. Borrowings under the Big Cedar Creek Credit Facility are secured by a first priority security interest in substantially all of the assets of Big Cedar Creek, including its portfolio of assets. As of March 31, 2021, total outstanding borrowings under the Big Cedar Creek Credit Facility were $109.2. COP was in compliance with all covenants required by its financing arrangements as of March 31, 2021 and December 31, 2020.
As of March 31, 2021, COP had total investments with a fair value of $1,214.6. As of March 31, 2021, COP had no investments on non-accrual status.
40
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 6. Investment Portfolio (continued)
Below is a summary of COP’s portfolio, followed by a listing of the individual loans in COP’s portfolio as of March 31, 2021 and December 31, 2020:
| As of | ||||||||
| March 31, 2021 |
December 31, 2020 |
|||||||
| Total debt investments(1) |
$ | 1,119.9 | $ | 1,190.3 | ||||
| Weighted average current interest rate on debt investments(2) |
8.6 | % | 9.1 | % | ||||
| Number of portfolio companies in COP |
59 | 65 | ||||||
| Largest investment in a single portfolio company(1) |
$ | 70.0 | $ | 70.0 | ||||
| Unfunded commitments(1) |
$ | 2.2 | $ | 2.4 | ||||
| (1) | Amortized cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on investments. |
| (2) | Computed as the (a) annual stated interest rate on accruing debt, divided by (b) total debt at par amount. |
41
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 6. Investment Portfolio (continued)
Credit Opportunities Partners, LLC Portfolio
As of March 31, 2021 (Unaudited) (in millions)
|
Company(a) |
Footnotes | Industry |
Interest Rate(b) |
Base Rate Floor(b) |
Maturity Date |
No. Shares/ Principal Amount(c) |
Cost | Fair Value(d) |
||||||||||||||||||||
| Senior Secured |
||||||||||||||||||||||||||||
| ABB CONCISE Optical Group LLC |
(i) | Retailing | L+500 | 1.0% | 6/15/23 | $ | 3.5 | $ | 3.0 | $ | 3.4 | |||||||||||||||||
| Alstom SA |
(i) | Transportation | L+450, 0.0% PIK (2.5% Max PIK) | 1.0% | 8/29/23 | 6.1 | 5.5 | 5.0 | ||||||||||||||||||||
| Ammeraal Beltech Holding BV |
(i)(j) | Capital Goods | E+375 | 0.0% | 7/30/25 | € | 4.8 | 4.6 | 5.6 | |||||||||||||||||||
| Apex Group Limited |
(e)(i) | Diversified Financials | L+700 | 1.3% | 6/16/25 | $ | 28.6 | 28.6 | 28.9 | |||||||||||||||||||
| Apex Group Limited |
(e)(i) | Diversified Financials | L+700 | 1.5% | 6/16/25 | £ | 21.9 | 28.8 | 30.5 | |||||||||||||||||||
| Arrotex Australia Group Pty Ltd |
(e)(i) | Pharmaceuticals, Biotechnology & Life Sciences | B+525 | 1.0% | 7/10/24 | A$ | 42.2 | 28.6 | 32.4 | |||||||||||||||||||
| Arrotex Australia Group Pty Ltd |
(e)(f) | Pharmaceuticals, Biotechnology & Life Sciences | B+525 | 1.0% | 7/10/24 | 3.1 | 2.2 | 2.2 | ||||||||||||||||||||
| Aspect Software Inc |
(e)(j) | Software & Services | L+500 | 1.0% | 1/15/24 | $ | 12.0 | 11.8 | 11.9 | |||||||||||||||||||
| Bugaboo International BV |
(e)(j) | Consumer Durables & Apparel | E+775 PIK (E+775 Max PIK) | 0.0% | 3/20/25 | € | 1.7 | 2.1 | 2.0 | |||||||||||||||||||
| Cambium Learning Group Inc |
(i) | Consumer Services | L+450 | 0.8% | 12/18/25 | $ | 40.2 | 38.9 | 40.2 | |||||||||||||||||||
| Charles Taylor PLC |
(e)(j) | Diversified Financials | L+575 | 0.0% | 1/24/27 | £ | 14.0 | 17.9 | 18.4 | |||||||||||||||||||
| CSafe Global |
(e)(i) | Capital Goods | L+625 | 1.0% | 12/23/27 | $ | 25.0 | 24.9 | 25.0 | |||||||||||||||||||
| CSM Bakery Products |
(i) | Food, Beverage & Tobacco | L+625 | 1.0% | 1/4/22 | 7.8 | 7.5 | 7.8 | ||||||||||||||||||||
| Datatel Inc |
(j) | Software & Services | L+375 | 0.8% | 10/7/27 | 2.4 | 2.4 | 2.4 | ||||||||||||||||||||
| Distribution International Inc |
(i) | Retailing | L+575 | 1.0% | 12/15/23 | 13.9 | 12.0 | 13.4 | ||||||||||||||||||||
| Eacom Timber Corp |
(e)(j) | Materials | L+650 | 1.0% | 11/20/23 | 1.5 | 1.5 | 1.5 | ||||||||||||||||||||
| Eagle Family Foods Inc |
(e)(j) | Food, Beverage & Tobacco | L+650 | 1.0% | 6/14/24 | 7.6 | 7.6 | 7.6 | ||||||||||||||||||||
| Eagleclaw Midstream Ventures LLC |
(i) | Energy | L+425 | 1.0% | 6/24/24 | 11.2 | 10.6 | 10.8 | ||||||||||||||||||||
| EIF Van Hook Holdings LLC |
(i) | Energy | L+525 | 0.0% | 9/5/24 | 6.7 | 6.5 | 4.4 | ||||||||||||||||||||
42
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 6. Investment Portfolio (continued)
|
Company(a) |
Footnotes | Industry |
Interest Rate(b) |
Base Rate Floor(b) |
Maturity Date |
No. Shares/ Principal Amount(c) |
Cost | Fair Value(d) |
||||||||||||||
| Entertainment Benefits Group LLC |
(e)(i) | Media & Entertainment | L+575, 2.5% PIK (2.5% Max PIK) | 1.0% | 9/30/25 | $ | 2.5 | $ | 2.5 | $ | 2.3 | |||||||||||
| FloWorks International LLC |
(e)(i)(j) | Capital Goods | L+650 | 1.0% | 10/14/26 | 24.9 | 24.6 | 24.5 | ||||||||||||||
| ID Verde |
(e)(j) | Commercial & Professional Services | E+500, 2.3% PIK (2.3% Max PIK) | 0.0% | 3/29/24 | € | 0.2 | 0.2 | 0.2 | |||||||||||||
| ID Verde |
(e)(j) | Commercial & Professional Services | L+525, 2.3% PIK (2.3% Max PIK) | 0.0% | 3/29/24 | £ | 0.3 | 0.4 | 0.5 | |||||||||||||
| ID Verde |
(e)(j) | Commercial & Professional Services | E+500, 2.3% PIK (2.3% Max PIK) | 0.0% | 3/29/25 | € | 1.0 | 1.1 | 1.1 | |||||||||||||
| ID Verde |
(e)(j) | Commercial & Professional Services | L+525, 2.3% PIK (2.3% Max PIK) | 0.0% | 3/29/25 | £ | 0.4 | 0.5 | 0.5 | |||||||||||||
| Industria Chimica Emiliana Srl |
(e)(i) | Pharmaceuticals, Biotechnology & Life Sciences | E+725 | 0.0% | 6/30/26 | € | 51.4 | 56.1 | 61.7 | |||||||||||||
| KBP Investments LLC |
(e)(j) | Food & Staples Retailing | L+500 | 1.0% | 5/14/23 | $ | 14.8 | 14.8 | 14.8 | |||||||||||||
| Lexitas Inc |
(e)(j) | Commercial & Professional Services | L+600 | 1.0% | 11/14/25 | 18.8 | 18.7 | 18.9 | ||||||||||||||
| Lipari Foods LLC |
(e)(i) | Food & Staples Retailing | L+588 | 1.0% | 1/6/25 | 66.0 | 65.9 | 66.6 | ||||||||||||||
| Monitronics International Inc |
(i)(j) | Commercial & Professional Services | L+500 | 1.5% | 7/3/24 | 33.5 | 30.3 | 33.7 | ||||||||||||||
| Ontic Engineering & Manufacturing Inc |
(j) | Capital Goods | L+400 | 0.0% | 10/30/26 | 2.2 | 1.9 | 2.2 | ||||||||||||||
| Parts Town LLC |
(e)(i) | Retailing | L+550 | 1.0% | 10/15/25 | 24.7 | 24.6 | 23.8 | ||||||||||||||
| Premium Credit Ltd |
(e)(j) | Diversified Financials | L+650 | 0.0% | 1/16/26 | £ | 19.0 | 23.4 | 26.2 | |||||||||||||
| Qdoba Restaurant Corp |
(i) | Consumer Services | L+700 | 1.0% | 3/21/25 | $ | 1.9 | 1.7 | 1.9 | |||||||||||||
| Revere Superior Holdings Inc |
(e)(i) | Software & Services | L+575 | 1.0% | 9/30/26 | 19.9 | 19.9 | 20.3 | ||||||||||||||
| RSC Insurance Brokerage Inc |
(e)(i) | Insurance | L+550 | 1.0% | 10/30/26 | 19.1 | 19.1 | 19.3 | ||||||||||||||
| Sequa Corp |
(i)(j) | Capital Goods | L+675, 0.0% PIK (1.0% Max PIK) | 1.0% | 11/28/23 | 33.2 | 31.7 | 33.4 | ||||||||||||||
| Smart & Final Stores LLC |
(i)(j) | Food & Staples Retailing | L+675 | 0.0% | 6/20/25 | 24.8 | 23.6 | 25.0 | ||||||||||||||
| Staples Canada |
(e)(i)(j) | Retailing | C+700 | 1.0% | 9/12/24 | C$ | 50.3 | 38.6 | 40.4 | |||||||||||||
43
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 6. Investment Portfolio (continued)
|
Company(a) |
Footnotes | Industry |
Interest Rate(b) |
Base Rate Floor(b) |
Maturity Date |
No. Shares/ Principal Amount(c) |
Cost | Fair Value(d) |
||||||||||||||||||||
| Syncsort Inc |
(j) | Software & Services | L+475 | 0.8% | 8/16/24 | $ | 10.6 | $ | 8.8 | $ | 10.6 | |||||||||||||||||
| Total Safety US Inc |
(j) | Capital Goods | L+600 | 1.0% | 8/16/25 | 7.6 | 6.4 | 7.6 | ||||||||||||||||||||
| Trace3 Inc |
(e)(i) | Software & Services | L+675 | 1.0% | 8/3/24 | 32.9 | 32.7 | 33.0 | ||||||||||||||||||||
| Transaction Services Group Ltd |
(e)(i) | Software & Services | B+600 | 0.0% | 10/15/26 | A$ | 62.5 | 42.1 | 45.9 | |||||||||||||||||||
| WireCo WorldGroup Inc |
(i) | Capital Goods | L+500 | 1.0% | 9/29/23 | $ | 0.1 | 0.1 | 0.1 | |||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||
| Total Senior Secured Loans—First Lien |
734.7 | 767.9 | ||||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||
| Unfunded Loan Commitments |
(2.2 | ) | (2.2 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||
| Net Senior Secured Loans—First Lien |
732.5 | 765.7 | ||||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||
| Senior Secured Loans—Second Lien—41.3% |
||||||||||||||||||||||||||||
| Access CIG LLC |
(j) | Commercial & Professional Services | L+775 | 0.0% | 2/27/26 | 1.9 | 1.7 | 2.0 | ||||||||||||||||||||
| Ammeraal Beltech Holding BV |
(e)(i) | Capital Goods | L+800 | 1.0% | 9/12/26 | 52.3 | 50.8 | 51.0 | ||||||||||||||||||||
| BCA Marketplace PLC |
(e)(i) | Retailing | L+825 | 0.0% | 11/22/27 | £ | 27.8 | 35.9 | 38.5 | |||||||||||||||||||
| EaglePicher Technologies LLC |
(j) | Capital Goods | L+725 | 0.0% | 3/8/26 | $ | 0.4 | 0.4 | 0.5 | |||||||||||||||||||
| Excelitas Technologies Corp |
(j) | Technology Hardware & Equipment | L+750 | 1.0% | 12/1/25 | 7.5 | 6.0 | 7.5 | ||||||||||||||||||||
| Misys Ltd |
(i)(j) | Software & Services | L+725 | 1.0% | 6/13/25 | 35.0 | 33.4 | 35.2 | ||||||||||||||||||||
| OPE Inmar Acquisition Inc |
(i) | Software & Services | L+800 | 1.0% | 5/1/25 | 9.6 | 7.5 | 9.2 | ||||||||||||||||||||
| Paradigm Acquisition Corp |
(i) | Health Care Equipment & Services | L+750 | 0.0% | 10/26/26 | 0.2 | 0.2 | 0.2 | ||||||||||||||||||||
| Pure Fishing Inc |
(e)(i) | Consumer Durables & Apparel | L+838 | 1.0% | 12/31/26 | 46.8 | 41.5 | 45.9 | ||||||||||||||||||||
| Rise Baking Company |
(e)(i) | Food, Beverage & Tobacco | L+800 | 1.0% | 8/9/26 | 18.0 | 17.7 | 16.9 | ||||||||||||||||||||
| Sequa Corp |
(i) | Capital Goods | L+1,075, 0.0% PIK (6.8% Max PIK) | 1.0% | 4/28/24 | 19.7 | 17.0 | 18.4 | ||||||||||||||||||||
| Transplace |
(i) | Transportation | L+875 | 1.0% | 10/6/25 | 3.3 | 2.6 | 3.2 | ||||||||||||||||||||
| Wittur Holding GmbH |
(e)(i) | Capital Goods | E+850, 0.5% PIK (0.5% Max PIK) | 0.0% | 9/23/27 | € | 64.6 | 70.0 | 72.7 | |||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||
| Total Senior Secured Loans—Second Lien |
284.7 | 301.2 | ||||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||
44
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 6. Investment Portfolio (continued)
|
Company(a) |
Footnotes | Industry |
Interest Rate(b) |
Base Rate Floor(b) |
Maturity Date |
No. Shares/ Principal Amount(c) |
Cost | Fair Value(d) |
||||||||||||||||||||
| Other Senior Secured Debt—1.8% |
||||||||||||||||||||||||||||
| Velvet Energy Ltd |
(e)(i) | Energy | 9.0% | 10/5/23 | $ | 15.0 | $ | 15.2 | $ | 13.4 | ||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||
| Total Other Senior Secured Debt |
15.2 | 13.4 | ||||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||
| Subordinated Debt—0.0% |
||||||||||||||||||||||||||||
| Cornerstone (Ply Gem Holdings Inc) |
(i) | Capital Goods | 8.0% | 4/15/26 | 0.2 | 0.2 | 0.2 | |||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||
| Total Subordinated Debt |
0.2 | 0.2 | ||||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||
| Asset Based Finance—12.1% |
||||||||||||||||||||||||||||
| Luxembourg Life Fund—Absolute Return Fund I, 1L Term Loan |
(e)(j) | Insurance | L+750 | 1.5% | 2/27/25 | $ | 6.1 | 6.2 | 6.2 | |||||||||||||||||||
| Luxembourg Life Fund—Long Term Growth Fund, 1L Term Loan |
(e)(i)(j) | Insurance | 9.0% | 7/23/21 | $ | 55.3 | 54.7 | 56.7 | ||||||||||||||||||||
| NewStar Clarendon 2014-1A Class D |
(e)(h)(i) | Diversified Financials | 1/25/27 | $ | 12.1 | 4.2 | 3.2 | |||||||||||||||||||||
| Pretium Partners LLC P1, Structured Mezzanine |
(e)(j) | Real Estate | 2.8%, 5.3% PIK (5.3% Max PIK) | 10/22/26 | $ | 6.9 | 6.9 | 6.9 | ||||||||||||||||||||
| Pretium Partners LLC P2, Structured Mezzanine |
(e)(j) | Real Estate | 2.0%, 7.5% PIK (7.5% Max PIK) | 5/29/25 | $ | 15.2 | 15.3 | 15.3 | ||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||
| Total Asset Based Finance |
87.3 | 88.3 | ||||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||
| Equity/Other—6.3% |
||||||||||||||||||||||||||||
| Ascent Resources Utica Holdings LLC / ARU Finance Corp, Common Stock |
(e)(h)(k) | Energy | 13,556 | 3.6 | 3.1 | |||||||||||||||||||||||
| Ascent Resources Utica Holdings LLC / ARU Finance Corp, Trade Claim |
(e)(h)(k) | Energy | 115,178,571 | 30.5 | 26.0 | |||||||||||||||||||||||
45
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 6. Investment Portfolio (continued)
|
Company(a) |
Footnotes | Industry |
Interest Rate(b) |
Base Rate Floor(b) |
Maturity Date |
No. Shares/ Principal Amount(c) |
Cost | Fair Value(d) |
||||||||||||||||||||
| Zeta Interactive Holdings Corp, Preferred Stock, Series E—1 |
(e)(h)(i) | Software & Services | 620,025 | $ | 7.1 | $ | 6.7 | |||||||||||||||||||||
| Zeta Interactive Holdings Corp, Preferred Stock, Series F |
(e)(h)(i) | Software & Services | 563,932 | 6.4 | 9.7 | |||||||||||||||||||||||
| Zeta Interactive Holdings Corp, Warrant |
(e)(h)(i) | Software & Services | 4/20/27 | 84,590 | 0.2 | 0.3 | ||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||
| Total Equity/Other |
47.8 | 45.8 | ||||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||
| TOTAL INVESTMENTS—166.4% |
1,167.7 | 1,214.6 | ||||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||
| DERIVATIVE INSTRUMENTS—(2.3%) |
||||||||||||||||||||||||||||
| Foreign currency forward contracts |
$ | (16.5 | ) | |||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||
| (a) | Security may be an obligation of one or more entities affiliated with the named company. |
| (b) | Certain variable rate securities in the Company’s portfolio bear interest at a rate determined by a publicly disclosed base rate plus a basis point spread. As of March 31, 2021, the three-month London Interbank Offered Rate, or LIBOR or “L”, was 0.19%, the Euro Interbank Offered Rate, or EURIBOR, was (0.54)%, the Australian Bank Bill Swap Bid Rate, or BBSY, or “B”, was 0.09%, and the Canadian Dollar Offer Rate, or CDOR or “C”, was 0.44%. PIK means paid-in-kind. PIK income accruals may be adjusted based on the fair value of the underlying investment. |
| (c) | Denominated in U.S. dollars unless otherwise noted. |
| (d) | Fair value determined by the Company’s board of directors. See Note 8. |
| (e) | Investments classified as Level 3. |
| (f) | Security is an unfunded commitment. The stated rate reflects the spread disclosed at the time of commitment and may not indicate the actual rate received upon funding. |
| (g) | Not used. |
| (h) | Security is non-income producing. |
| (i) | Security or portion thereof held within Green Creek LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Goldman Sachs Bank. |
| (j) | Security or portion thereof held within Big Cedar Creek LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with BNP Paribas. |
| (k) | Security held within IC II American Energy Investments, Inc., a wholly-owned subsidiary of the Company. |
46
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 6. Investment Portfolio (continued)
Credit Opportunities Partners, LLC Portfolio
As of December 31, 2020 (in millions)
|
Company(a) |
Footnotes | Industry |
Interest Rate(b) | Base Rate Floor(b) |
Maturity Date |
No.
Shares/ Principal Amount(c) |
Cost | Fair Value(d) |
||||||||||||||
| Senior Secured Loans—First Lien—116.5% |
||||||||||||||||||||||
| ABB CONCISE Optical Group LLC |
(i) | Retailing | L+500 | 1.0% | 6/15/23 | $ | 3.5 | $ | 2.9 | $ | 3.2 | |||||||||||
| Alstom SA |
(i) | Transportation | L+450 | 1.0% | 8/29/21 | 6.1 | 5.2 | 5.1 | ||||||||||||||
| Ammeraal Beltech Holding BV |
(i)(j) | Capital Goods | E+375 | 0.0% | 7/30/25 | € | 4.8 | 4.5 | 5.8 | |||||||||||||
| Apex Group Limited |
(e)(i) | Diversified Financials | L+700 | 1.3% | 45824 | $ | 28.7 | 28.7 | 29.0 | |||||||||||||
| Apex Group Limited |
Diversified Financials | L+700 | 1.5% | 45824 | £ | 22.0 | 28.8 | 30.3 | ||||||||||||||
| Arrotex Australia Group Pty Ltd |
(e)(i) | Pharmaceuticals, Biotechnology & Life Sciences | B+525 | 1.0% | 7/10/24 | A$ | 43.2 | 29.2 | 33.6 | |||||||||||||
| Arrotex Australia Group Pty Ltd |
(e)(f) | Pharmaceuticals, Biotechnology & Life Sciences | B+525 | 1.0% | 7/10/24 | 3.1 | 2.4 | 2.4 | ||||||||||||||
| Aspect Software Inc |
(e) | Software & Services | L+500 | 1.0% | 45306 | $ | 12.0 | 11.8 | 11.8 | |||||||||||||
| Bugaboo International BV |
(e)(j) | Consumer Durables & Apparel | E+775 PIK (E+775 Max PIK) |
0.0% | 3/20/25 | € | 1.7 | 2.0 | 2.0 | |||||||||||||
| Cambium Learning Group Inc |
(i) | Consumer Services | L+450 | 0.0% | 12/18/25 | $ | 45.1 | 43.5 | 44.9 | |||||||||||||
| Charles Taylor PLC |
(e)(j) | Diversified Financials | L+575 | 0.0% | 1/24/27 | £ | 14.0 | 17.8 | 18.0 | |||||||||||||
| CSafe Global |
(e) | Capital Goods | L+625 | 1.0% | 12/23/27 | $ | 25.0 | 24.9 | 24.9 | |||||||||||||
| CSM Bakery Products |
(i) | Food, Beverage & Tobacco | L+625 | 1.0% | 1/4/22 | 7.8 | 7.5 | 7.7 | ||||||||||||||
| Datatel Inc |
(j) | Software & Services | L+375 | 0.8% | 10/7/27 | 2.4 | 2.4 | 2.4 | ||||||||||||||
| Diamond Resorts International Inc |
(i) | Consumer Services | L+375 | 1.0% | 9/2/23 | 11.8 | 11.6 | 11.2 | ||||||||||||||
| Distribution International Inc |
(i) | Retailing | L+575 | 1.0% | 12/15/23 | 14.0 | 11.8 | 12.8 | ||||||||||||||
| Eacom Timber Corp |
(e)(j) | Materials | L+650 | 1.0% | 11/20/23 | 2.4 | 2.4 | 2.4 | ||||||||||||||
| Eagle Family Foods Inc |
(e) | Food, Beverage & Tobacco | L+650 | 1.0% | 6/14/24 | 7.7 | 7.7 | 7.7 | ||||||||||||||
| Eagleclaw Midstream Ventures LLC |
(i) | Energy | L+425 | 1.0% | 6/24/24 | 11.2 | 10.6 | 10.3 | ||||||||||||||
47
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 6. Investment Portfolio (continued)
|
Company(a) |
Footnotes | Industry |
Interest Rate(b) | Base Rate Floor(b) |
Maturity Date |
No.
Shares/ Principal Amount(c) |
Cost | Fair Value(d) |
||||||||||||||||||
| EIF Van Hook Holdings LLC |
(i) | Energy | L+525 | 0.0% | 9/5/24 | $ | 6.9 | $ | 6.6 | $ | 4.4 | |||||||||||||||
| Entertainment Benefits Group LLC |
(e)(i) | Media & Entertainment | L+575, 2.5% PIK (2.5% Max PIK) |
1.0% | 9/30/25 | 2.5 | 2.5 | 2.1 | ||||||||||||||||||
| FloWorks International LLC |
(e) | Capital Goods | L+600 | 1.0% | 10/14/26 | 25.0 | 24.7 | 24.7 | ||||||||||||||||||
| Fox Head Inc |
(e)(i) | Consumer Durables & Apparel | L+850 | 1.0% | 10/31/21 | 20.2 | 20.1 | 19.4 | ||||||||||||||||||
| ID Verde |
(e)(j) | Commercial & Professional Services | E+500, 2.3% PIK (2.3% Max PIK) |
0.0% | 3/29/24 | € | 0.2 | 0.2 | 0.2 | |||||||||||||||||
| ID Verde |
(e)(j) | Commercial & Professional Services | L+525, 2.3% PIK (2.3% Max PIK) |
0.0% | 3/29/24 | £ | 0.3 | 0.4 | 0.5 | |||||||||||||||||
| ID Verde |
(e)(j) | Commercial & Professional Services | E+500, 2.3% PIK (2.3% Max PIK) |
0.0% | 3/29/25 | € | 1.0 | 1.1 | 1.2 | |||||||||||||||||
| ID Verde |
(e)(j) | Commercial & Professional Services | L+525, 2.3% PIK (2.3% Max PIK) |
0.0% | 3/29/25 | £ | 0.4 | 0.4 | 0.5 | |||||||||||||||||
| Industria Chimica Emiliana Srl |
(e)(i) | Pharmaceuticals, Biotechnology & Life Sciences | E+725 | 0.0% | 6/30/26 | € | 51.4 | 56.0 | 63.6 | |||||||||||||||||
| KBP Investments LLC |
(e)(j) | Food & Staples Retailing | L+500 | 1.0% | 5/14/23 | $ | 14.8 | 14.8 | 14.8 | |||||||||||||||||
| LD Intermediate Holdings Inc |
(j) | Software & Services | L+588 | 1.0% | 12/9/22 | 29.7 | 25.7 | 29.6 | ||||||||||||||||||
| Lexitas Inc |
(e) | Commercial & Professional Services | L+600 | 1.0% | 11/14/25 | 18.9 | 18.8 | 18.8 | ||||||||||||||||||
| Lipari Foods LLC |
(e)(i) | Food & Staples Retailing | L+588 | 1.0% | 1/6/25 | 66.0 | 65.9 | 66.4 | ||||||||||||||||||
| MedAssets Inc |
(i) | Health Care Equipment & Services | L+450 | 1.0% | 10/20/22 | 5.6 | 5.0 | 5.6 | ||||||||||||||||||
| Monitronics International Inc |
(i)(j) | Commercial & Professional Services | L+500 | 1.5% | 7/3/24 | 33.5 | 30.1 | 33.2 | ||||||||||||||||||
| Ontic Engineering & Manufacturing Inc |
(j) | Capital Goods | L+475 | 0.0% | 10/30/26 | 2.2 | 1.8 | 2.2 | ||||||||||||||||||
| Parts Town LLC |
(e)(i) | Retailing | L+550 | 1.0 | % | 10/15/25 | 24.8 | 24.6 | 23.8 | |||||||||||||||||
| Premium Credit Ltd |
(e)(j) | Diversified Financials | L+650 | 0.0 | % | 1/16/26 | € | 19.0 | 23.4 | 25.6 | ||||||||||||||||
| Qdoba Restaurant Corp |
(i) | Consumer Services | L+700 | 1.0 | % | 3/21/25 | $ | 1.9 | 1.7 | 1.8 | ||||||||||||||||
| Revere Superior Holdings Inc |
(e)(i) | Software & Services | L+575 | 1.0 | % | 9/30/26 | 20.0 | 20.0 | 20.0 | |||||||||||||||||
| RSC Insurance Brokerage Inc |
(e)(i) | Insurance | L+550 | 1.0 | % | 10/30/26 | 19.2 | 19.2 | 19.2 | |||||||||||||||||
| Sequa Corp |
(i)(j) | Capital Goods | L+675, 0.0% PIK (1.0% Max PIK) |
1.0 | % | 11/28/23 | 33.2 | 31.5 | 33.4 | |||||||||||||||||
48
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 6. Investment Portfolio (continued)
|
Company(a) |
Footnotes | Industry |
Interest Rate(b) | Base Rate Floor(b) |
Maturity Date |
No.
Shares/ Principal Amount(c) |
Cost | Fair Value(d) |
||||||||||||||||||||||
| Smart & Final Stores LLC |
(i)(j) | Food & Staples Retailing | L+675 | 0.0 | % | 6/20/25 | $ | 25.0 | $ | 23.7 | $ | 25.3 | ||||||||||||||||||
| Staples Canada |
(e)(i) | Retailing | C+700 | 1.0 | % | 9/12/24 | C$ | 47.9 | 36.7 | 37.9 | ||||||||||||||||||||
| Syncsort Inc |
(j) | Software & Services | L+600 | 1.0 | % | 8/16/24 | $ | 10.6 | 8.7 | 10.6 | ||||||||||||||||||||
| Total Safety US Inc |
(j) | Capital Goods | L+600 | 1.0 | % | 45885 | 7.7 | 6.4 | 7.4 | |||||||||||||||||||||
| Trace3 Inc |
(e)(i) | Software & Services | L+675 | 1.0 | % | 8/3/24 | 32.9 | 32.7 | 32.9 | |||||||||||||||||||||
| Transaction Services Group Ltd |
(e)(i) | Software & Services | B+600 | 0.0 | % | 10/15/26 | A$ | 62.5 | 42.1 | 44.7 | ||||||||||||||||||||
| WireCo WorldGroup Inc |
(i) | Capital Goods | L+500 | 1.0 | % | 9/29/23 | $ | 0.1 | 0.1 | 0.1 | ||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||||
| Total Senior Secured Loans—First Lien |
800.6 | 835.4 | ||||||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||||
| Unfunded Loan Commitments |
(2.3 | ) | (2.3 | ) | ||||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||||
| Net Senior Secured Loans—Second Lien |
798.3 | 833.1 | ||||||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||||
| Senior Secured Loans—Second Lien—41.9% |
||||||||||||||||||||||||||||||
| Access CIG LLC |
(j) | Commercial & Professional Services | L+775 | 0.0 | % | 2/27/26 | 1.9 | 1.7 | 1.9 | |||||||||||||||||||||
| Ammeraal Beltech Holding BV |
(e)(i) | Capital Goods | L+800 | 1.0 | % | 9/12/26 | 52.3 | 50.8 | 50.3 | |||||||||||||||||||||
| BCA Marketplace PLC |
(e)(i) | Retailing | L+825 | 0.0 | % | 11/22/27 | £ | 29.9 | 38.7 | 40.2 | ||||||||||||||||||||
| EaglePicher Technologies LLC |
(j) | Capital Goods | L+725 | 0.0 | % | 3/8/26 | $ | 0.4 | 0.4 | 0.4 | ||||||||||||||||||||
| Excelitas Technologies Corp |
(j) | Technology Hardware & Equipment | L+750 | 1.0 | % | 12/1/25 | 7.5 | 5.9 | 7.6 | |||||||||||||||||||||
| Misys Ltd |
(i)(j) | Software & Services | L+725 | 1.0 | % | 6/13/25 | 35.0 | 33.3 | 35.2 | |||||||||||||||||||||
| New Arclin US Holding Corp |
(j) | Materials | L+875 | 1.0 | % | 2/14/25 | 0.3 | 0.2 | 0.3 | |||||||||||||||||||||
| OPE Inmar Acquisition Inc |
(i) | Software & Services | L+800 | 1.0 | % | 5/1/25 | 9.6 | 7.4 | 7.1 | |||||||||||||||||||||
| Paradigm Acquisition Corp |
(i) | Health Care Equipment & Services | L+750 | 0.0 | % | 10/26/26 | 0.4 | 0.3 | 0.3 | |||||||||||||||||||||
| Pure Fishing Inc |
(e)(i) | Consumer Durables & Apparel | L+838 | 1.0 | % | 12/31/26 | 46.8 | 41.3 | 43.9 | |||||||||||||||||||||
| Rise Baking Company |
(e)(i) | Food, Beverage & Tobacco | L+800 | 1.0 | % | 8/9/26 | 18.0 | 17.7 | 16.8 | |||||||||||||||||||||
49
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 6. Investment Portfolio (continued)
|
Company(a) |
Footnotes | Industry |
Interest Rate(b) | Base Rate Floor(b) |
Maturity Date |
No.
Shares/ Principal Amount(c) |
Cost | Fair Value(d) |
||||||||||||||||||||||
| Sequa Corp |
(i) | Capital Goods | |
L+1,075, 0.0% PIK (6.8% Max PIK) |
|
1.0 | % | 4/28/24 | $ | 19.7 | $ | 16.8 | $ | 17.2 | ||||||||||||||||
| Transplace |
(i) | Transportation | L+875 | 1.0 | % | 10/6/25 | 3.3 | 2.5 | 3.1 | |||||||||||||||||||||
| Wittur Holding GmbH |
(e)(i) | Capital Goods | |
E+850, 0.5% PIK (0.5% Max PIK) |
|
0.0 | % | 9/23/27 | € | 64.6 | 70.0 | 75.5 | ||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||||
| Total Senior Secured Loans—Second Lien |
287.0 | 299.8 | ||||||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||||
| Other Senior Secured Debt—1.7% |
||||||||||||||||||||||||||||||
| Velvet Energy Ltd |
(e)(i) | Energy | 9.0% | 10/5/23 | $ | 15.0 | 15.3 | 12.4 | ||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||||
| Total Other Senior Secured Debt |
15.3 | 12.4 | ||||||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||||
| Subordinated Debt—0.0% |
||||||||||||||||||||||||||||||
| Cornerstone (Ply Gem Holdings Inc) |
(i) | Capital Goods | 8.0% | 4/15/26 | 0.2 | 0.2 | 0.2 | |||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||||
| Total Subordinated Debt |
0.2 | 0.2 | ||||||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||||
| Asset Based Finance—12.6% |
||||||||||||||||||||||||||||||
| Luxembourg Life Fund—Absolute Return Fund I, 1L Term Loan |
(e)(j) | Insurance | L+750 | 1.5 | % | 2/27/25 | $ | 7.1 | 7.2 | 7.2 | ||||||||||||||||||||
| Luxembourg Life Fund—Long Term Growth Fund, 1L Term Loan |
(e)(i)(j) | Insurance | 9.0% | 7/23/21 | $ | 56.9 | 55.8 | 57.0 | ||||||||||||||||||||||
| NewStar Clarendon 2014-1A Class D |
(e)(h)(i) | Diversified Financials | 1/25/27 | $ | 12.1 | 4.5 | 3.8 | |||||||||||||||||||||||
| Pretium Partners LLC P1, Structured Mezzanine |
(e)(i) | Real Estate | |
2.8%, 5.3% PIK (5.3% Max PIK) |
|
10/22/26 | $ | 6.9 | 6.9 | 6.9 | ||||||||||||||||||||
| Pretium Partners LLC P2, Structured Mezzanine |
(e)(i) | Real Estate | |
2.0%, 7.5% PIK (7.5% Max PIK) |
|
5/29/25 | $ | 15.2 | 15.3 | 15.3 | ||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||||
| Total Asset Based Finance |
89.7 | 90.2 | ||||||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||||
50
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 6. Investment Portfolio (continued)
|
Company(a) |
Footnotes | Industry |
Interest Rate(b) | Base Rate Floor(b) |
Maturity Date |
No.
Shares/ Principal Amount(c) |
Cost | Fair Value(d) |
||||||||||||||||||||||
| Equity/Other—7.9% |
||||||||||||||||||||||||||||||
| Ascent Resources Utica Holdings LLC / ARU Finance Corp, Common Stock |
(e)(h)(k) | Energy | 13,556 | $ | 3.6 | $ | 3.0 | |||||||||||||||||||||||
| Ascent Resources Utica Holdings LLC / ARU Finance Corp, Trade Claim |
(e)(k) | Energy | 115,178,571 | 30.5 | 25.6 | |||||||||||||||||||||||||
| SSC (Lux) Limited S.a r.l., Common Stock |
(e)(h)(i) | Health Care Equipment & Services | 261,364 | 8.1 | 11.3 | |||||||||||||||||||||||||
| Zeta Interactive Holdings Corp, Preferred Stock, Series E—1 |
(e)(h)(i) | Software & Services | 620,025 | 7.1 | 6.5 | |||||||||||||||||||||||||
| Zeta Interactive Holdings Corp, Preferred Stock, Series F |
(e)(h)(i) | Software & Services | 563,932 | 6.5 | 9.7 | |||||||||||||||||||||||||
| Zeta Interactive Holdings Corp, Warrant |
(e)(h)(i) | Software & Services | 4/20/27 | 84,590 | 0.2 | 0.2 | ||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||||
| Total Equity/Other |
56.0 | 56.3 | ||||||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||||
| TOTAL INVESTMENTS—180.6% |
1,246.5 | 1,292.0 | ||||||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||||
| DERIVATIVE INSTRUMENTS— |
||||||||||||||||||||||||||||||
| Foreign currency forward contracts |
$ | (23.7 | ) | |||||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||||
| (a) | Security may be an obligation of one or more entities affiliated with the named company. |
| (b) | Certain variable rate securities in the Company’s portfolio bear interest at a rate determined by a publicly disclosed base rate plus a basis point spread. As of December 31, 2020, the three-month London Interbank Offered Rate, or LIBOR or “L”, was 0.24%, the Euro Interbank Offered Rate, or EURIBOR, was (0.55)%, the Australian Bank Bill Swap Bid Rate, or BBSY, or “B”, was 0.06%, and the Canadian Dollar Offer Rate, or CDOR or “C”, was 0.48%. PIK means paid-in-kind. PIK income accruals may be adjusted based on the fair value of the underlying investment. |
| (c) | Denominated in U.S. dollars unless otherwise noted. |
| (d) | Fair value determined by the Company’s board of directors. See Note 8. |
51
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 6. Investment Portfolio (continued)
| (e) | Investments classified as Level 3. |
| (f) | Security is an unfunded commitment. The stated rate reflects the spread disclosed at the time of commitment and may not indicate the actual rate received upon funding. |
| (g) | Not used. |
| (h) | Security is non-income producing. |
| (i) | Security or portion thereof held within Green Creek LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Goldman Sachs Bank. |
| (j) | Security or portion thereof held within Big Cedar Creek LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with BNP Paribas. |
| (k) | Security held within IC II American Energy Investments, Inc., a wholly-owned subsidiary of the Company. |
Below is selected balance sheet information for COP as of March 31, 2021 and December 31, 2020:
| As of | ||||||||
| March 31, 2021 |
December 31, 2020 |
|||||||
| Selected Balance Sheet Information |
||||||||
| Investments at fair value |
$ | 1,214.6 | $ | 1,292.0 | ||||
| Cash and other assets |
103.5 | 207.1 | ||||||
|
|
|
|
|
|||||
| Total assets |
1,318.1 | 1,499.1 | ||||||
|
|
|
|
|
|||||
| Debt |
544.8 | 539.6 | ||||||
| Other liabilities |
43.3 | 244.1 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
588.1 | 783.7 | ||||||
|
|
|
|
|
|||||
| Member’s equity |
$ | 730.0 | $ | 715.4 | ||||
|
|
|
|
|
|||||
Below is selected statement of operations information for COP for the three months ended March 31, 2021:
| Three Months Ended | ||||
| March 31, 2021 | ||||
| Selected Statement of Operations Information |
||||
| Total investment income |
$ | 27.0 | ||
| Expenses |
||||
| Interest expense |
4.5 | |||
| Administrative services |
0.8 | |||
| Professional services |
0.1 | |||
| Custody and administrative fees |
0.0 | |||
| Other |
0.0 | |||
|
|
|
|||
| Total expenses |
5.4 | |||
|
|
|
|||
| Net investment income |
21.6 | |||
| Net realized and unrealized losses |
13.0 | |||
|
|
|
|||
| Net increase in net assets resulting from operations |
$ | 34.6 | ||
|
|
|
|||
52
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 7. Financial Instruments
The following is a summary of the fair value and location of the Company’s derivative instruments in the consolidated balance sheets held as of March 31, 2021 and December 31, 2020:
| Fair Value | ||||||||||
| Derivative Instrument |
Statement Location |
March 31, 2021 (Unaudited) |
December 31, 2020 |
|||||||
| Interest rate swaps |
Unrealized depreciation on interest rate swaps | $ | (40 | ) | $ | (48 | ) | |||
| Foreign currency forward contracts |
Unrealized appreciation on foreign currency forward contracts | 0 | — | |||||||
| Foreign currency forward contracts |
Unrealized depreciation on foreign currency forward contracts | 0 | (1 | ) | ||||||
|
|
|
|
|
|||||||
| Total |
$ | (40 | ) | $ | (49 | ) | ||||
|
|
|
|
|
|||||||
Net realized and unrealized gains and losses on derivative instruments recorded by the Company for the three months ended March 31, 2021 and 2020 are in the following locations in the consolidated statements of operations:
| Net Realized Gains (Losses) |
||||||||||
| Three Months Ended March 31, |
||||||||||
| Derivative Instrument |
Statement Location |
2021 | 2020 | |||||||
| Interest Rate Swaps |
Net realized gains (losses) on interest rate swaps | $ | (6 | ) | $ | (2 | ) | |||
| Foreign currency forward contracts |
Net realized gains (losses) on foreign currency forward contracts | (1 | ) | 0 | ||||||
|
|
|
|
|
|||||||
| Total |
$ | (7 | ) | $ | (2 | ) | ||||
|
|
|
|
|
|||||||
| Net Unrealized Gains (Losses) |
||||||||||
| Three Months Ended March 31, |
||||||||||
| Derivative Instrument |
Statement Location |
2021 | 2020 | |||||||
| Interest Rate Swaps |
Net change in unrealized appreciation (depreciation) on interest rate swaps | $ | 8 | $ | (30 | ) | ||||
| Foreign currency forward contracts |
Net change in unrealized appreciation (depreciation) on foreign currency forward contracts | 1 | 2 | |||||||
|
|
|
|
|
|||||||
| Total |
$ | 9 | $ | (28 | ) | |||||
|
|
|
|
|
|||||||
53
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 7. Financial Instruments (continued)
Offsetting of Derivative Instruments
The Company has derivative instruments that are subject to master netting agreements. These agreements include provisions to offset positions with the same counterparty in the event of default by one of the parties. The Company’s unrealized appreciation and depreciation on derivative instruments are reported as gross assets and liabilities, respectively, in the condensed consolidated statements of assets and liabilities. The following tables present the Company’s assets and liabilities related to derivatives by counterparty, net of amounts available for offset under a master netting arrangement and net of any collateral received or pledged by the Company for such assets and liabilities as of March 31, 2021 and December 31, 2020:
| As of March 31, 2021 (Unaudited) |
||||||||||||||||||||
| Counterparty |
Derivative Assets Subject to Master Netting Agreement |
Derivatives Available for Offset |
Non-cash Collateral Received(1) |
Cash
Collateral Received(1) |
Net Amount of Derivative Assets(2) |
|||||||||||||||
| JP Morgan Chase Bank |
$ | 0 | $ | — | $ | — | $ | — | $ | 0 | ||||||||||
| ING Capital Markets |
— | — | — | — | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
$ | 0 | $ | — | $ | — | $ | — | $ | 0 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Counterparty |
Derivative Liabilities Subject to Master Netting Agreement |
Derivatives Available for Offset |
Non-cash Collateral Pledged(1) |
Cash
Collateral Pledged(1) |
Net Amount of Derivative Liabilities(3) |
|||||||||||||||
| JP Morgan Chase Bank |
$ | 17 | $ | — | $ | — | $ | 17 | $ | — | ||||||||||
| ING Capital Markets |
23 | — | — | 23 | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
$ | 40 | $ | — | $ | — | $ | 40 | $ | — | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| As of December 31, 2020 |
||||||||||||||||||||
| Counterparty |
Derivative Assets Subject to Master Netting Agreement |
Derivatives Available for Offset |
Non-cash Collateral Received(1) |
Cash Collateral Received(1) |
Net Amount of Derivative Assets(2) |
|||||||||||||||
| JP Morgan Chase Bank |
$ | 0 | $ | — | $ | — | $ | — | $ | 0 | ||||||||||
| ING Capital Markets |
0 | — | — | — | 0 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
$ | 0 | $ | — | $ | — | $ | — | $ | 0 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Counterparty |
Derivative Liabilities Subject to Master Netting Agreement |
Derivatives Available for Offset |
Non-cash Collateral Pledged(1) |
Cash Collateral Pledged(1) |
Net Amount of Derivative Liabilities(3) |
|||||||||||||||
| JP Morgan Chase Bank |
$ | 22 | $ | 0 | $ | — | $ | 21 | $ | 1 | ||||||||||
| ING Capital Markets |
27 | 0 | — | 27 | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
$ | 49 | $ | — | $ | — | $ | 48 | $ | 1 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| (1) | In some instances, the actual amount of the collateral received and/or pledged may be more than the amount shown due to overcollateralization. |
| (2) | Net amount of derivative assets represents the net amount due from the counterparty to the Company in the event of default. |
| (3) | Net amount of derivative liabilities represents the net amount due from the Company to the counterparty in the event of default. |
54
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 7. Financial Instruments (continued)
Interest Rate Swaps
Interest rate swap contracts are privately negotiated agreements between the Company and a counterparty. Pursuant to interest rate swap agreements, the Company makes fixed-rate payments to a counterparty in exchange for payments on a floating benchmark interest rate. Payments received or made are recorded as realized gains or losses. During the term of the outstanding swap agreement, changes in the underlying value of the swap are recorded as unrealized gains or losses. The value of the swap is determined by changes in the relationship between two rates of interest. The Company is exposed to credit loss in the event of non-performance by the swap counterparty. Risk may also arise from movements in interest rates. The Company attempts to limit counterparty risk by dealing only with well-known counterparties.
The average notional balance for interest rate swaps during the three months ended March 31, 2021 and March 31, 2020 was $900 and $900, respectively. See the consolidated schedules of investments for the Company’s open interest rate swaps.
Foreign Currency Forward Contracts
The Company may enter into foreign currency forward contracts from time to time to facilitate settlement of purchases and sales of investments denominated in foreign currencies and to economically hedge the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies. A foreign currency forward contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. These contracts are marked-to-market by recognizing the difference between the contract forward exchange rate and the forward market exchange rate on the last day of the period presented as unrealized appreciation or depreciation. Realized gains or losses are recognized when forward contracts are settled. Risks arise as a result of the potential inability of the counterparties to meet the terms of their contracts. The Company attempts to limit counterparty risk by only dealing with well-known counterparties.
The average notional balance for foreign currency forward contracts during the three months ended March 31, 2021 and 2020 was $11 and $15, respectively. See the consolidated schedules of investments for the Company’s open foreign currency forward contracts.
Note 8. Fair Value of Financial Instruments
Under existing accounting guidance, fair value is defined as the price that the Company would receive upon selling an investment or pay to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment. This accounting guidance emphasizes valuation techniques that maximize the use of observable market inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances. The Company classifies the inputs used to measure these fair values into the following hierarchy as defined by current accounting guidance:
Level 1: Inputs that are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs that are quoted prices for similar assets or liabilities in active markets.
Level 3: Inputs that are unobservable for an asset or liability.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
55
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 8. Fair Value of Financial Instruments (continued)
As of March 31, 2021 and December 31, 2020, the Company’s investments were categorized as follows in the fair value hierarchy:
| Valuation Inputs |
March 31, 2021 (Unaudited) |
December 31, 2020 |
||||||
| Level 1—Price quotations in active markets |
$ | — | $ | — | ||||
| Level 2—Significant other observable inputs |
403 | 452 | ||||||
| Level 3—Significant unobservable inputs |
6,542 | 6,890 | ||||||
| Investments measured at net asset value(1) |
639 | 626 | ||||||
|
|
|
|
|
|||||
| Total |
$ | 7,584 | $ | 7,968 | ||||
|
|
|
|
|
|||||
| (1) | Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheet. |
In addition, the Company had interest rate swaps and foreign currency forward contracts, as described in Note 7, which were categorized as Level 2 in the fair value hierarchy as of March 31, 2021 and December 31, 2020.
The Company’s investments consist primarily of debt investments that were acquired directly from the issuer. Debt investments, for which broker quotes are not available, are valued by independent valuation firms, which determine the fair value of such investments by considering, among other factors, the borrower’s ability to adequately service its debt, prevailing interest rates for like investments, expected cash flows, call features, anticipated repayments and other relevant terms of the investments. Except as described below, all of the Company’s equity/other investments are also valued by independent valuation firms, which determine the fair value of such investments by considering, among other factors, contractual rights ascribed to such investments, as well as various income scenarios and multiples of earnings before interest, taxes, depreciation and amortization, or EBITDA, cash flows, net income, revenues or, in limited instances, book value or liquidation value. An investment that is newly issued and purchased near the date of the financial statements is valued at cost if the Company’s board of directors determines that the cost of such investment is the best indication of its fair value. Such investments described above are typically classified as Level 3 within the fair value hierarchy. Investments that are traded on an active public market are valued at their closing price as of the date of the financial statements and are classified as Level 1 within the fair value hierarchy. Except as described above, the Company typically values its other investments and interest rate swaps by using the midpoint of the prevailing bid and ask prices from dealers on the date of the relevant period end, which are provided by independent third-party pricing services and screened for validity by such services and are typically classified as Level 2 within the fair value hierarchy.
The Company periodically benchmarks the bid and ask prices it receives from the third-party pricing services and/or dealers and independent valuation firms as applicable, against the actual prices at which the Company purchases and sells its investments. Based on the results of the benchmark analysis and the experience of the Company’s management in purchasing and selling these investments, the Company believes that these prices are reliable indicators of fair value. The valuation committee and the board of directors reviewed and approved the valuation determinations made with respect to these investments in a manner consistent with the Company’s valuation policy.
56
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 8. Fair Value of Financial Instruments (continued)
The following is a reconciliation for the three months ended March 31, 2021 and 2020 of investments for which significant unobservable inputs (Level 3) were used in determining fair value:
| For the Three Months Ended March 31, 2021 | ||||||||||||||||||||||||||||
| Senior
Secured Loans—First Lien |
Senior
Secured Loans—Second Lien |
Other Senior Secured Debt |
Subordinated Debt |
Asset Based Finance |
Equity/ Other |
Total | ||||||||||||||||||||||
| Fair value at beginning of period |
$ | 4,996 | $ | 662 | $ | 10 | $ | 103 | $ | 791 | $ | 328 | $ | 6,890 | ||||||||||||||
| Accretion of discount (amortization of premium) |
3 | 2 | 0 | 0 | 0 | 0 | 5 | |||||||||||||||||||||
| Net realized gain (loss) |
(3 | ) | 0 | (10 | ) | — | — | (1 | ) | (14 | ) | |||||||||||||||||
| Net change in unrealized appreciation (depreciation) |
(34 | ) | 4 | 11 | — | 2 | 26 | 9 | ||||||||||||||||||||
| Purchases |
508 | 138 | — | — | 42 | — | 688 | |||||||||||||||||||||
| Paid-in-kind interest |
5 | 0 | — | — | 7 | 3 | 15 | |||||||||||||||||||||
| Sales and repayments |
(745 | ) | (181 | ) | — | (103 | ) | (11 | ) | (11 | ) | (1,051 | ) | |||||||||||||||
| Net transfers in or out of Level 3 |
— | — | — | — | — | — | — | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Fair value at end of period |
$ | 4,730 | $ | 625 | $ | 11 | $ | — | $ | 831 | $ | 345 | $ | 6,542 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| The amount of total gains or losses for the period included in changes in net assets attributable to the change in unrealized gains or losses relating to investments still held at the reporting date |
$ | (35 | ) | $ | 5 | $ | 1 | $ | — | $ | 2 | $ | 26 | $ | (1 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| For the Three Months Ended March 31, 2020 | ||||||||||||||||||||||||||||
| Senior
Secured Loans—First Lien |
Senior
Secured Loans—Second Lien |
Other Senior Secured Debt |
Subordinated Debt |
Asset Based Finance |
Equity/ Other |
Total | ||||||||||||||||||||||
| Fair value at beginning of period |
$ | 4,905 | $ | 570 | $ | 95 | $ | 80 | $ | 485 | $ | 345 | $ | 6,480 | ||||||||||||||
| Accretion of discount (amortization of premium) |
2 | 0 | 0 | 0 | 0 | 0 | 2 | |||||||||||||||||||||
| Net realized gain (loss) |
(189 | ) | 0 | — | — | 1 | 6 | (182 | ) | |||||||||||||||||||
| Net change in unrealized appreciation (depreciation) |
(101 | ) | (58 | ) | (28 | ) | (8 | ) | (35 | ) | (98 | ) | (328 | ) | ||||||||||||||
| Purchases |
1,007 | 13 | — | 55 | 146 | 18 | 1,239 | |||||||||||||||||||||
| Paid-in-kind interest |
1 | 0 | 3 | 2 | 8 | 3 | 17 | |||||||||||||||||||||
| Sales and repayments |
(930 | ) | 0 | — | (27 | ) | (18 | ) | (15 | ) | (990 | ) | ||||||||||||||||
| Net transfers in or out of Level 3 |
— | — | — | — | — | — | — | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Fair value at end of period |
$ | 4,695 | $ | 525 | $ | 70 | $ | 102 | $ | 587 | $ | 259 | $ | 6,238 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| The amount of total gains or losses for the period included in changes in net assets attributable to the change in unrealized gains or losses relating to investments still held at the reporting date |
$ | (219 | ) | $ | (53 | ) | $ | (28 | ) | $ | (3 | ) | $ | (25 | ) | $ | (84 | ) | $ | (412 | ) | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
57
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 8. Fair Value of Financial Instruments (continued)
The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements as of March 31, 2021 and December 31, 2020 were as follows:
| Type of Investment |
Fair Value at March 31, 2021 (Unaudited)(1) |
Valuation |
Unobservable Input | Range (Weighted Average)(3) |
Impact to Valuation from an Increase in Input(4) | |||||||||
| Senior Debt |
$ | 4,041 | Discounted Cash Flow | Discount Rate | 3.7% - 16.5% (6.5%) | Decrease | ||||||||
| 717 | Waterfall | EBITDA Multiple | 0.1x - 25.8x (3.6x) | Increase | ||||||||||
| 425 | Cost | |||||||||||||
| 183 | Other(5) | |||||||||||||
| Asset Based Finance |
453 | Discounted Cash Flow | Discount Rate | 4.2% - 16.5% (8.0%) | Decrease | |||||||||
| 316 | Waterfall | EBITDA Multiple | 1.0x - 12.0x (6.4x) | Increase | ||||||||||
| 41 | Other(5) | |||||||||||||
| 19 | Cost |
|||||||||||||
| 2 | Indicative Dealer Quotes | 31.3% - 31.3% (31.3%) | Increase | |||||||||||
| Equity/Other |
331 | Waterfall | EBITDA Multiple | 0.1x - 25.8x (10.6x) | Increase | |||||||||
| 14 | Option Pricing Model | Equity Illiquidity Discount | 50.0% - 50.0% (50.0%) | Decrease | ||||||||||
| 0 | Discounted Cash Flow | Discount Rate | 10.0% - 10.0% (10.0%) | Decrease | ||||||||||
|
|
|
|||||||||||||
| Total |
$ | 6,542 | ||||||||||||
|
|
|
|||||||||||||
| (1) | Certain investments may be valued at cost for a period of time after an acquisition as the best indicator of fair value. |
| (2) | For the assets and investments that have more than one valuation technique, the Company may rely on the stated techniques individually or in the aggregate based on a weight ascribed to each valuation technique, ranging from 0—100%. Indicative dealer quotes obtained for valuation purposes are reviewed by the Company relative to other valuation techniques. |
| (3) | Weighted average amounts are based on the estimated fair values. |
| (4) | This column represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the input would have the opposite effect. Significant changes in these inputs in isolation could result in significantly higher or lower fair value measurements. |
| (5) | Fair value based on expected outcome of proposed corporate transactions and/or other factors. |
| Type of Investment |
Fair Value at December 31, 2020(1) |
Valuation |
Unobservable Input | Range (Weighted Average)(3) |
Impact to Valuation from an Increase in Input(4) |
|||||||||||
| Senior Debt |
$ | 4,243 | Discounted Cash Flow | Discount Rate | 5.0% - 18.3% (8.4%) | Decrease | ||||||||||
| 832 | Cost | |||||||||||||||
| 593 | Waterfall | EBITDA Multiple | 0.0x - 12.7x (5.8x) | Increase | ||||||||||||
| Subordinated Debt |
82 | Discounted Cash Flow | Discount Rate | 12.3% - 12.3% (12.3%) | Decrease | |||||||||||
| 21 | Cost | |||||||||||||||
| 0 | Waterfall | EBITDA Multiple | 11.5x - 11.5x (11.5x) | Increase | ||||||||||||
| Asset Based Finance |
313 | Discounted Cash Flow | Discount Rate | 4.2% - 15.2% (8.9%) | Decrease | |||||||||||
| 308 | Waterfall | EBITDA Multiple | 1.0x - 12.0x (1.3x) | Increase | ||||||||||||
| 128 | Cost | |||||||||||||||
| 39 | Other(5) | |||||||||||||||
| 3 | Indicative Dealer Quotes | 31.3% - 31.3% (31.3%) | Increase | |||||||||||||
| Equity/Other |
276 | Waterfall | EBITDA Multiple | 0.1x - 12.5x (7.3x) | Increase | |||||||||||
| 30 | Other(5) | |||||||||||||||
| 14 | Option Pricing Model | Equity Illiquidity Discount | 50.0% - 50.0% (50.0%) | Decrease | ||||||||||||
| 5 | Cost | |||||||||||||||
| 3 | Discounted Cash Flow | Discount Rate | 1.0% - 12.5% (11.8%) | Decrease | ||||||||||||
|
|
|
|||||||||||||||
| Total |
$ | 6,890 | ||||||||||||||
|
|
|
|||||||||||||||
| (1) | Certain investments may be valued at cost for a period of time after an acquisition as the best indicator of fair value. |
58
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 8. Fair Value of Financial Instruments (continued)
| (2) | For the assets and investments that have more than one valuation technique, the Company may rely on the stated techniques individually or in the aggregate based on a weight ascribed to each valuation technique, ranging from 0 - 100%. Indicative dealer quotes obtained for valuation purposes are reviewed by the Company relative to other valuation techniques. |
| (3) | Weighted average amounts are based on the estimated fair values. |
| (4) | This column represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the input would have the opposite effect. Significant changes in these inputs in isolation could result in significantly higher or lower fair value measurements. |
| (5) | Fair value based on expected outcome of proposed corporate transactions and/or other factors. |
Note 9. Financing Arrangements
Prior to June 18, 2020, in accordance with the 1940 Act, the Company was allowed to borrow amounts such that its asset coverage, calculated pursuant to the 1940 Act, was at least 200% after such borrowing. Effective June 19, 2020, the Company’s asset coverage requirement applicable to senior securities was reduced from 200% to 150%. As of March 31, 2021, the aggregate amount outstanding of the senior securities issued by the Company was $3,451. As of March 31, 2021, the Company’s asset coverage was 225%.
The following tables present summary information with respect to the Company’s outstanding financing arrangements as of March 31, 2021 and December 31, 2020. For additional information regarding these financing arrangements, see the notes to the Company’s audited consolidated financial statements contained in its annual report on Form 10-K for the year ended December 31, 2020. Any significant changes to the Company’s financing arrangements during the three months ended March 31, 2021 are discussed below.
| As of March 31, 2021 (Unaudited) | ||||||||||||||||
| Arrangement |
Type of Arrangement | Rate |
Amount Outstanding |
Amount Available |
Maturity Date |
|||||||||||
| Senior Secured Revolving Credit Facility(1) |
Revolving Credit Facility | L+1.75% - 2.00%(2)(3) | $1,339 | (4) | $ | 1,071 | December 23, 2025 | |||||||||
| Darby Creek Credit Facility(1) |
Revolving Credit Facility | L+1.95%(2) | 212 | 38 | February 26, 2024 | |||||||||||
| Dunlap Credit Facility(1) |
Revolving Credit Facility | L+2.00%(2) | 375 | 125 | February 26, 2024 | |||||||||||
| Juniata River Credit Facility(1) |
Revolving Credit Facility | L+2.50% - L+2.75%(2) | 735 | 515 | |
July 15, 2022 - April 11, 2023(5) |
| |||||||||
| Burholme Prime Brokerage Facility(1) |
Prime Brokerage Facility | L+1.25% | — | — | |
September
26, 2021(6) |
| |||||||||
| Ambler Credit Facility(1) |
Revolving Credit Facility | L+2.25%(2) | 105 | 95 | November 22, 2024 | |||||||||||
| Meadowbrook Run Credit Facility(1) |
Revolving Credit Facility | L+2.25%(2) | 210 | 90 | November 22, 2024 | |||||||||||
| 4.250% Notes due 2025(7) |
Unsecured Notes | 4.25% | 475 | — | February 14, 2025 | |||||||||||
|
|
|
|
|
|||||||||||||
| Total |
$ | 3,451 | $ | 1,934 | ||||||||||||
| (1) | The carrying amount outstanding under the facility approximates its fair value. |
| (2) | LIBOR is subject to a 0% floor. |
| (3) | The spread over LIBOR is determined by reference to the ratio of the value of the borrowing base to the aggregate amount of certain outstanding indebtedness of the Company. |
| (4) | Amount includes borrowings in U.S. dollars, Euros, Canadian dollars, Australian dollars, and pounds sterling. Euro balance outstanding of €123 has been converted to U.S. dollars at an exchange rate of €1.00 to $1.17 as of March 31, 2021 to reflect total amount outstanding in U.S. dollars. Canadian dollar balance outstanding of CAD137 has been converted to U.S. dollars at an exchange rate of CAD1.00 to $0.80 as of March 31, 2021 to reflect total amount outstanding in U.S. dollars. Australian dollar balance outstanding of AUD150 has been converted to U.S. dollars at an exchange rate of AUD1.00 to $0.76 as of March 31, 2021 to reflect total amount outstanding in U.S. dollars. Pounds sterling balance outstanding of £103 has been converted to U.S. dollars at an exchange rate of £1.00 to $1.38 as of March 31, 2021 to reflect total amount outstanding in U.S. dollars. |
| (5) | The Juniata River Credit Facility is composed of two tranches: a $400 tranche, or Tranche A, with a spread over LIBOR of 2.50% per annum and a maturity date of July 15, 2022, and an $850 tranche, or Tranche B, with a spread over LIBOR of 2.75% per annum and a maturity date of April 11, 2023. |
| (6) | The Burholme Prime Brokerage Facility generally is terminable upon 179 days’ notice by either party. As of March 31, 2021, neither party had provided notice of its intent to terminate the facility. |
59
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 9. Financing Arrangements (continued)
| (7) | As of March 31, 2021, the fair value of the 4.250% notes was approximately $484. The valuation is considered a Level 2 valuation within the fair value hierarchy. |
| As of December 31, 2020 | ||||||||||||||
| Arrangement |
Type of Arrangement |
Rate |
Amount Outstanding |
Amount Available |
Maturity Date | |||||||||
| Senior Secured Revolving Credit Facility(1) |
Revolving Credit Facility | L+1.75% - 2.00% (2)(3) | 1,498 | (4) | 912 | December 23, 2025 | ||||||||
| Darby Creek Credit Facility(1) |
Revolving Credit Facility | L+1.95%(2) | 202 | 48 | February 26, 2024 | |||||||||
| Dunlap Credit Facility(1) |
Revolving Credit Facility | L+2.00%(2) | 375 | 125 | February 26, 2024 | |||||||||
| Juniata River Credit Facility(1) |
Revolving Credit Facility | L+2.50% - L+2.75%(2) |
1,090 | 160 | July 15, 2022 - April 11, 2023(5) | |||||||||
| Burholme Prime Brokerage Facility(1) |
Prime Brokerage Facility | L+1.25% | — | — | June 28, 2021(6) | |||||||||
| Ambler Credit Facility(1) |
Revolving Credit Facility | L+2.25%(2) | 114 | 86 | November 22, 2024 | |||||||||
| Meadowbrook Run Credit Facility(1) |
Revolving Credit Facility | L+2.25%(2) | 210 | 90 | November 22, 2024 | |||||||||
| 4.250% Notes due 2025(7) |
Unsecured Notes | 4.25% | 475 | — | February 14, 2025 | |||||||||
|
|
|
|
|
|||||||||||
| Total |
$ | 3,964 | $ | 1,421 | ||||||||||
|
|
|
|
|
|||||||||||
| 1) | The carrying amount outstanding under the facility approximates its fair value. |
| (2) | LIBOR is subject to a 0% floor. |
| (3) | The spread over LIBOR is determined by reference to the ratio of the value of the borrowing base to the aggregate amount of certain outstanding indebtedness of the Company. |
| (4) | Amount includes borrowings in U.S. dollars, Euros, Canadian dollars, Australian dollars, and pounds sterling. Euro balance outstanding of €128 has been converted to U.S. dollars at an exchange rate of €1.00 to $1.22 as of December 31, 2020 to reflect total amount outstanding in U.S. dollars. Canadian dollar balance outstanding of CAD107 has been converted to U.S. dollars at an exchange rate of CAD1.00 to $0.78 as of December 31, 2020 to reflect total amount outstanding in U.S. dollars. Australian dollar balance outstanding of AUD151 has been converted to U.S. dollars at an exchange rate of AUD1.00 to $0.77 as of December 31, 2020 to reflect total amount outstanding in U.S. dollars. Pounds sterling balance outstanding of £118 has been converted to U.S. dollars at an exchange rate of £1.00 to $1.37 as of December 31, 2020 to reflect total amount outstanding in U.S. dollars. |
| (5) | The Juniata River Credit Facility is composed of two tranches: a $400 tranche, or Tranche A, with a spread over LIBOR of 2.50% per annum and a maturity date of July 15, 2022, and an $850 tranche, or Tranche B, with a spread over LIBOR of 2.75% per annum and a maturity date of April 11, 2023. |
| (6) | The Burholme Prime Brokerage Facility generally is terminable upon 179 days’ notice by either party. As of December 31, 2020, neither party had provided notice of its intent to terminate the facility. |
| (7) | As of December 31, 2020, the fair value of the 4.250% notes was approximately $480. The valuation is considered a Level 2 valuation within the fair value hierarchy. |
60
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 9. Financing Arrangements (continued)
For the three months ended March 31, 2021 and 2020, the components of total interest expense for the Company’s financing arrangements were as follows:
| Three Months Ended March 31, | ||||||||||||||||||||||||
| 2021 | 2020 | |||||||||||||||||||||||
|
Arrangement(1) |
Direct Interest Expense(2) |
Amortization of Deferred Financing Costs and Discount |
Total Interest Expense |
Direct Interest Expense(2) |
Amortization of Deferred Financing Costs and Discount |
Total Interest Expense |
||||||||||||||||||
| Germantown Credit Facility |
$ | — | $ | — | $ | — | $ | 3 | $ | — | $ | 3 | ||||||||||||
| Darby Creek Credit Facility |
1 | 0 | 1 | 2 | 0 | 2 | ||||||||||||||||||
| Dunlap Credit Facility |
3 | 0 | 3 | 4 | — | 4 | ||||||||||||||||||
| Jefferson Square Credit Facility |
— | — | — | 4 | — | 4 | ||||||||||||||||||
| Juniata River Credit Facility |
8 | 0 | 8 | 8 | 1 | 9 | ||||||||||||||||||
| Senior Secured Revolving Credit Facility |
9 | 1 | 10 | 11 | 0 | 11 | ||||||||||||||||||
| Burholme Prime Brokerage Facility |
— | — | — | 1 | — | 1 | ||||||||||||||||||
| Ambler Credit Facility |
1 | 0 | 1 | 1 | 0 | 1 | ||||||||||||||||||
| Meadowbrook Run Credit Facility |
1 | 0 | 1 | 2 | 0 | 2 | ||||||||||||||||||
| 4.250% Notes due 2025 |
5 | 0 | 5 | 3 | 0 | 3 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
$ | 28 | $ | 1 | $ | 29 | $ | 39 | $ | 1 | $ | 40 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| (1) | Borrowings of each of the Company’s wholly owned, special-purpose financing subsidiaries are considered borrowings of the Company for purposes of complying with the asset coverage requirements applicable to BDCs under the 1940 Act. |
| (2) | Direct interest expense includes the effect of non-usage fees. |
The Company’s average borrowings and weighted average interest rate, including the effect of non-usage fees, for the three months ended March 31, 2021 were $3,937 and 2.76%, respectively. As of March 31, 2021, the Company’s weighted average effective interest rate on borrowings, including the effect of non-usage fees, was 2.94%.
The Company’s average borrowings and weighted average interest rate, including the effect of non-usage fees, for the three months ended March 31, 2020 were $4,035 and 3.92%, respectively. As of March 31, 2020, the Company’s weighted average effective interest rate on borrowings, including the effect of non-usage fees, was 3.94%.
Under its financing arrangements, the Company has made certain representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar financing arrangements. The Company was in compliance with all covenants required by its financing arrangements as of March 31, 2021 and December 31, 2020.
Note 10. Commitments and Contingencies
The Company enters into contracts that contain a variety of indemnification provisions. The Company’s maximum exposure under these arrangements is unknown; however, the Company has not had prior claims or losses pursuant to these contracts. The Advisor has reviewed the Company’s existing contracts and expects the risk of loss to the Company to be remote.
The Company is not currently subject to any material legal proceedings and, to the Company’s knowledge, no material legal proceedings are threatened against the Company. From time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Company’s rights under contracts with its portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, the Company does not expect that any such proceedings will have a material effect upon its financial condition or results of operations.
61
Table of Contents
FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 10. Commitments and Contingencies (continued)
Unfunded commitments to provide funds to portfolio companies are not recorded in the Company’s consolidated balance sheets. Since these commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The Company has sufficient liquidity to fund these commitments. As of March 31, 2021, the Company’s unfunded commitments consisted of the following:
| Category/Company (1) |
Commitment Amount |
|||
| Senior Secured Loans—First Lien |
||||
| 5 Arch Income Fund 2 LLC |
$ | 16.5 | ||
| Apex Group Limited |
4.5 | |||
| Arrotex Australia Group Pty Ltd |
2.2 | |||
| Aspect Software Inc |
3.3 | |||
| CSafe Global |
10.7 | |||
| Dental Care Alliance Inc |
12.1 | |||
| Eagle Family Foods Inc |
6.5 | |||
| Entertainment Benefits Group LLC |
0.5 | |||
| FloWorks International LLC |
14.9 | |||
| Foundation Consumer Brands LLC |
3.6 | |||
| Heniff Transportation Systems LLC |
0.9 | |||
| Higginbotham Insurance Agency Inc |
13.9 | |||
| Individual FoodService |
3.5 | |||
| Individual FoodService |
4.3 | |||
| J S Held LLC |
31.5 | |||
| J S Held LLC |
4.7 | |||
| Karman Space Inc |
2.8 | |||
| KBP Investments LLC |
27.1 | |||
| Kellermeyer Bergensons Services LLC |
32.9 | |||
| Lexitas Inc |
12.0 | |||
| Lexitas Inc |
2.9 | |||
| Lexitas Inc |
14.3 | |||
| MB2 Dental Solutions LLC |
36.3 | |||
| Miami Beach Medical Group LLC |
24.5 | |||
| Monitronics International Inc |
57.4 | |||
| Motion Recruitment Partners LLC |
32.0 | |||
| P2 Energy Solutions Inc. |
5.4 | |||
| Peraton Corp |
2.9 | |||
| Revere Superior Holdings Inc |
2.3 | |||
| RSC Insurance Brokerage Inc |
4.5 | |||
| RSC Insurance Brokerage Inc |
25.0 | |||
| Spins LLC |
5.6 | |||
| Sungard Availability Services Capital Inc |
1.7 | |||
| Sweeping Corp of America Inc |
7.9 | |||
| Sweeping Corp of America Inc |
4.0 | |||
| Truck-Lite Co LLC |
6.8 | |||
| Asset Based Finance |
||||
| Byrider Finance LLC, Structured Mezzanine |
6.8 | |||
| Callodine Commercial Finance LLC, 2L Term Loan B |
28.2 | |||
| Home Partners JV, Structured Mezzanine |
9.0 | |||
| Home Partners JV 2, Structured Mezzanine |
15.9 | |||
| Opendoor Labs Inc, 2L Term Loan |
53.5 | |||
|
|
|
|||
| Total |
$ | 555.3 | ||
|
|
|
|||
| Unfunded Asset Based Finance / Other commitments |
$ | 217.6 | ||
|
|
|
|||
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FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 10. Commitments and Contingencies (continued)
| (1) | May be commitments to one or more entities affiliated with the named company. |
As of March 31, 2021, the Company’s debt commitments are comprised of $155.4 revolving credit facilities and $399.9 of delayed draw term loans, which generally are used for acquisitions or capital expenditures and are subject to certain performance tests. Such unfunded debt commitments have a fair value representing unrealized appreciation (depreciation) of $(7.1). The Company’s unfunded Asset Based Finance/Other commitments generally require certain conditions to be met or actual approval from the Advisor prior to funding.
As of March 31, 2021, the Company also has an unfunded commitment to provide $284.4 of capital to COP. The capital commitment can be satisfied with contributions of cash and/or investments. The capital commitments cannot be drawn without an affirmative vote by both the Company’s and SCRS’s representatives on COP’s board of managers.
While the Company does not expect to fund all of its unfunded commitments, there can be no assurance that it will not be required to do so.
In the normal course of business, the Company may enter into guarantees on behalf of portfolio companies. Under such arrangements, the Company would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations. The Company has no such guarantees outstanding at March 31, 2021 and December 31, 2020.
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FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 11. Financial Highlights
The following is a schedule of financial highlights of the Company for the three months ended March 31, 2021 and the year ended December 31, 2020:
| Three Months Ended March 31, 2021 (Unaudited) |
Year Ended December 31, 2020 |
|||||||
| Per Share Data:(1) |
||||||||
| Net asset value, beginning of period |
$ | 25.10 | $ | 29.44 | ||||
| Results of operations(2) |
||||||||
| Net investment income |
0.57 | 2.10 | ||||||
| Net realized gain (loss) and unrealized appreciation (depreciation) |
0.21 | (4.30 | ) | |||||
|
|
|
|
|
|||||
| Net increase (decrease) in net assets resulting from operations |
0.78 | (2.20 | ) | |||||
|
|
|
|
|
|||||
| Stockholder distributions(3) |
||||||||
| Distributions from net investment income |
(0.55 | ) | (2.30 | ) | ||||
|
|
|
|
|
|||||
| Net decrease in net assets resulting from stockholder distributions |
(0.55 | ) | (2.30 | ) | ||||
|
|
|
|
|
|||||
| Capital share transactions |
||||||||
| Issuance of common stock(4) |
— | — | ||||||
| Repurchases of common stock(5) |
— | 0.16 | ||||||
|
|
|
|
|
|||||
| Net increase (decrease) in net assets resulting from capital share transactions |
— | 0.16 | ||||||
|
|
|
|
|
|||||
| Net asset value, end of period |
$ | 25.33 | $ | 25.10 | ||||
|
|
|
|
|
|||||
| Per share market value, end of period |
$ | 19.53 | $ | 16.40 | ||||
|
|
|
|
|
|||||
| Shares outstanding, end of period |
169,903,166 | 169,903,166 | ||||||
|
|
|
|
|
|||||
| Total return based on net asset value(6) |
3.11 | % | (6.93 | )% | ||||
|
|
|
|
|
|||||
| Total return based on market value(7) |
22.25 | % | 22.53 | % | ||||
|
|
|
|
|
|||||
| Ratio/Supplemental Data: |
||||||||
| Net assets, end of period |
$ | 4,304 | $ | 4,265 | ||||
|
|
|
|
|
|||||
| Ratio of net investment income to average net assets(8) |
9.10 | % | 8.21 | % | ||||
| Ratio of operating expenses and excise taxes to average net assets(8) |
8.44 | % | 8.50 | % | ||||
| Ratio of net operating expenses and excise taxes to average net assets(8) |
8.44 | % | 8.50 | % | ||||
| Portfolio turnover(9) |
9.09 | % | 38.92 | % | ||||
| Total amount of senior securities outstanding, exclusive of treasury securities |
$ | 3,451 | $ | 3,964 | ||||
| Asset coverage per unit(10) |
2.25 | 2.08 | ||||||
| (1) | Per share data may be rounded in order to recompute the ending net asset value per share. |
| (2) | The per share data was derived by using the weighted average shares outstanding during the applicable period. |
| (3) | The per share data for distributions reflect the actual amount of distributions paid per share during the applicable period. |
| (4) | The issuance of common stock on a per share basis reflects the incremental net asset value changes as a result of the issuance of shares of common stock pursuant to the Company’s distribution reinvestment plan. The issuance of common stock at a price that is greater than the net asset value per share results in an increase in net asset value per share. |
| (5) | Represents the incremental impact of the Company’s share repurchase program by buying shares in the open market at a price lower than net asset value per share. |
| (6) | The total return based on net asset value for each period presented was calculated by taking the net asset value per share as of the end of the applicable period, adding the cash distributions per share that were declared during the applicable period and dividing the total by the net |
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FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 11. Financial Highlights (continued)
| asset value per share at the beginning of the period. Total return based on net asset value does not consider the effect of any sales commissions or charges that may be incurred in connection with the sale of shares of the Company’s common stock. The historical calculation of total return based on net asset value in the table should not be considered a representation of the Company’s future total return based on net asset value, which may be greater or less than the return shown in the table due to a number of factors, including the Company’s ability or inability to make investments in companies that meet its investment criteria, the interest rates payable on the debt securities the Company acquires, the level of the Company’s expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which the Company encounters competition in its markets and general economic conditions. As a result of these factors, results for any previous period should not be relied upon as being indicative of performance in future periods. The total return calculations set forth above represent the total return on the Company’s investment portfolio during the applicable period and do not represent an actual return to stockholders. |
| (7) | The total return based on market value for the three months ended March 31, 2021 was calculated by taking the change in the market price since January 1, 2021, including the impact of distributions reinvested in accordance with the Company’s new DRP. The total return based on market value for the year ended December 31, 2020 was calculated by taking change in the market price since the Company’s listing on June 17, 2020, including the impact of distributions reinvested in accordance with the Company’s new DRP. Total return based on market value does not consider the effect of any sales commissions or charges that may be incurred in connection with the sale of shares of the Company’s common stock. The historical calculation of total return based on market value in the table should not be considered a representation of the Company’s future total return based on market value, which may be greater or less than the return shown in the table due to a number of factors, including the Company’s ability or inability to make investments in companies that meet its investment criteria, the interest rates payable on the debt securities the Company acquires, the level of the Company’s expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which the Company encounters competition in its markets, general economic conditions and fluctuations in per share market value. As a result of these factors, results for any previous period should not be relied upon as being indicative of performance in future periods. |
| (8) | Weighted average net assets during the applicable period are used for this calculation. Ratios for the three months ended March 31, 2021 are annualized. Annualized ratios for the three months ended March 31, 2021 are not necessarily indicative of the ratios that may be expected for the year ending December 31, 2021. The following is a schedule of supplemental ratios for the three months ended March 31, 2021 and the year ended December 31, 2020: |
| Three Months Ended March 31, 2021 (Unaudited) |
Year Ended December 31, 2020 |
|||||||
| Ratio of subordinated income incentive fees to average net assets |
2.25 | % | 2.03 | % | ||||
| Ratio of interest expense to average net assets |
2.72 | % | 2.97 | % | ||||
| Ratio of excise taxes to average net assets |
— | — | ||||||
| (9) | Portfolio turnover for the three months ended March 31, 2021 is not annualized. |
| (10) | Asset coverage per unit is the ratio of the carrying value of the Company’s total consolidated assets, less liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. |
Note 12. Pending Merger with FSK
On November 23, 2020, the Company entered into the 2020 Merger Agreement with FSK, Merger Sub, Inc., and the Advisor. The 2020 Merger Agreement provides that, subject to the conditions set forth in the 2020 Merger Agreement, Merger Sub will merge with and into FSKR, with FSKR continuing as the surviving company and as a wholly-owned subsidiary of FSK, or the First Merger, and, immediately thereafter, FSKR will merge with and into FSK, with FSK continuing as the surviving company, or together with the First Merger, the 2021 Merger. The board of directors of each Fund has approved the 2021 Merger, with the participation throughout by, and the unanimous support of, its respective independent directors. The parties to the 2020 Merger Agreement intend the 2021 Merger to be treated as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
In the 2021 Merger, each share of FSKR common stock issued and outstanding immediately prior to the effective time of the First Merger will be converted into a number of shares of FSK common stock equal to an exchange ratio to be determined in connection with the closing of the 2021 Merger, or the Exchange Ratio. The Exchange Ratio will equal the net asset value per
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FS KKR Capital Corp. II
Notes to Unaudited Consolidated Financial Statements (continued)
(in millions, except share and per share amounts)
Note 12. Pending Merger with FSK (continued)
share of FSKR common stock, respectively (determined no earlier than 48 hours (excluding Sundays and holidays) prior to the closing date of the 2021 Merger), divided by the net asset value per share of FSK common stock (determined, in each case, no earlier than 48 hours (excluding Sundays and holidays) prior to the closing date of the 2021 Merger). Holders of FSKR common stock may receive fractional shares or cash in lieu of fractional shares, at the election of FSK.
The 2020 Merger Agreement contains representations, warranties and covenants, including, among others, covenants relating to the operation of each of the Funds and FS/KKR Advisor’s businesses during the period prior to the closing of the 2021 Merger. The Funds have agreed to convene and hold meetings of their respective stockholders for the purpose of obtaining the required approvals of the Funds’ stockholders, respectively, and have agreed to recommend that their stockholders approve their respective proposals.
The 2020 Merger Agreement provides that the board of directors of each Fund may not solicit proposals relating to alternative transactions, or, subject to certain exceptions, enter into discussions or negotiations or provide information in connection with any proposal for an alternative transaction. However, each of the Funds may, subject to certain conditions, change its recommendation to their respective stockholders, terminate the 2020 Merger Agreement and enter into an agreement with respect to a superior alternative proposal if the board of directors of such Fund determines in its reasonable good faith judgment, after consultation with its outside legal counsel, that the failure to take such action would be reasonably likely to breach its standard of conduct under applicable law (taking into account any changes to the 2020 Merger Agreement proposed by the other Fund).
Consummation of the 2021 Merger, which is currently anticipated to occur during the second or third quarter of 2021, is subject to certain closing conditions, including (1) requisite approvals of the Funds’ stockholders, (2) the absence of certain legal impediments to the consummation of the 2021 Merger, (3) effectiveness of the registration statement on Form N-14, which includes a joint proxy statement of the Funds and a prospectus of FSK, or the Proxy Statement, (4) subject to certain exceptions, the accuracy of the representations and warranties and compliance with the covenants of each party to the 2020 Merger Agreement and (5) required regulatory approvals (including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended).
The 2020 Merger Agreement also contains certain termination rights in favor of each Fund including if the 2021 Merger is not completed on or before November 23, 2021 or if the requisite approvals of the applicable Fund’s stockholders are not obtained. The 2020 Merger Agreement also provides that, upon the termination of the 2020 Merger Agreement under certain circumstances, a third party may be required to pay FSKR a termination fee of approximately $90.8, or a third party may be required to pay FSK a termination fee of approximately $126.2.
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| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations.(in millions, except share and per share amounts) |
The information contained in this section should be read in conjunction with our unaudited consolidated financial statements and related notes thereto appearing elsewhere in this quarterly report on Form 10-Q. In this report, “we,” “us,” “our” and the “Company” refer to FS KKR Capital Corp. II and the “Advisor” refers to FS/KKR Advisor, LLC.
Forward-Looking Statements
Some of the statements in this quarterly report on Form 10-Q constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this quarterly report on Form 10-Q may include statements as to:
| • | our future operating results; |
| • | our business prospects and the prospects of the companies in which we may invest, including our and their ability to achieve our respective objectives as a result of the current COVID-19 pandemic; |
| • | the impact of the investments that we expect to make; |
| • | the ability of our portfolio companies to achieve their objectives; |
| • | our current and expected financings and investments; |
| • | receiving and maintaining corporate credit ratings and changes in the general interest rate environment; |
| • | the adequacy of our cash resources, financing sources and working capital; |
| • | the timing and amount of cash flows, distributions and dividends, if any, from our portfolio companies; |
| • | our contractual arrangements and relationships with third parties; |
| • | actual and potential conflicts of interest with the other funds in the Adviser, FS Investments, KKR Credit, or any of their respective affiliates; |
| • | the dependence of our future success on the general economy and its effect on the industries in which we may invest; |
| • | general economic and political trends and other external factors, including the current COVID-19 pandemic and related disruptions caused thereby; |
| • | our use of financial leverage; |
| • | the ability of the Advisor to locate suitable investments for us and to monitor and administer our investments; |
| • | the ability of the Advisor or its affiliates to attract and retain highly talented professionals; |
| • | our ability to maintain our qualification as a RIC and as a BDC; |
| • | the impact on our business of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended, and the rules and regulations issued thereunder; |
| • | the effect of changes to tax legislation on us and the portfolio companies in which we may invest and our and their tax position; |
| • | the tax status of the enterprises in which we may invest; and |
| • | the 2021 Merger, the likelihood the 2021 Merger is completed and the anticipated timing of their completion. |
In addition, words such as “anticipate,” “believe,” “expect” and “intend” indicate a forward-looking statement, although not all forward-looking statements include these words. The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason. Factors that could cause actual results to differ materially include:
| • | changes in the economy; |
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| • | risks associated with possible disruption in our operations or the economy generally due to terrorism, natural disasters or pandemics; |
| • | future changes in laws or regulations and conditions in our operating areas; and |
| • | the price at which shares of our common stock may trade on the New York Stock Exchange, or NYSE. |
We have based the forward-looking statements included in this quarterly report on Form 10-Q on information available to us on the date of this quarterly report on Form 10-Q. Except as required by the federal securities laws, we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise. Stockholders are advised to consult any additional disclosures that we may make directly to stockholders or through reports that we 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 contained in this quarterly report on Form 10-Q are excluded from the safe harbor protection provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act.
Overview
We were incorporated under the general corporation laws of the State of Maryland on July 13, 2011 and formally commenced investment operations on June 18, 2012. We are an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act and has elected to be treated for U.S. federal income tax purposes, and intends to qualify annually, as a RIC under Subchapter M of the Code. In March 2014, we closed our continuous public offering of shares of common stock to new investors.
On June 17, 2020, shares of our common stock began trading on the NYSE under the ticker symbol “FSKR”. The Listing accomplished our goal of providing our stockholders with greatly enhanced liquidity.
We are externally managed by the Advisor pursuant to an investment advisory agreement, or the investment advisory agreement, and supervised by our board of directors, a majority of whom are independent.
Our investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. We seek to meet our investment objectives by:
| • | utilizing the experience and expertise of the management team of the Advisor; |
| • | employing a defensive investment approach focused on long-term credit performance and principal protection; |
| • | focusing primarily on debt investments in a broad array of private U.S. companies, including middle-market companies, which we define as companies with annual EBITDA of $25 million to $100 million at the time of investment; |
| • | investing primarily in established, stable enterprises with positive cash flows; and |
| • | maintaining rigorous portfolio monitoring in an attempt to anticipate and pre-empt negative credit events within our portfolio, such as an event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company. |
We pursue our investment objective by investing primarily in the debt of middle market U.S. companies with a focus on originated transactions sourced through the network of the Advisor and its affiliates. We define direct originations as any investment where the Company’s investment adviser, sub-adviser or their affiliates had negotiated the terms of the transaction beyond just the price, which, for example, may include negotiating financial covenants, maturity dates or interest rate terms. These directly originated transactions include participation in other originated transactions where there may be third parties involved, or a bank acting as an intermediary, for a closely held club, or similar transactions. These direct originations include investments originated by our former investment adviser, our former investment sub-adviser or their affiliates.
Our portfolio is comprised primarily of investments in senior secured loans and second lien secured loans of private middle market U.S. companies and, to a lesser extent, subordinated loans and certain-asset based financing loans of private U.S. companies. Although we do not expect a significant portion of our portfolio to be comprised of subordinated loans, there is no limit on the amount of such loans in which we may invest. We may purchase interests in loans or make other debt investments, including investments in senior secured bonds, through secondary market transactions in the “over-the-counter” market or directly from our target companies as primary market or directly originated investments. In connection with our debt investments, we may on occasion receive equity interests such as warrants or options as additional consideration. We may also purchase or
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otherwise acquire interests in the form of common or preferred equity or equity-related securities, such as rights and warrants that may be converted into or exchanged for common stock or other equity or the cash value of common stock or other equity, including through a co-investment with a financial sponsor or possibly the restructuring of, an investment. In addition, a portion of our portfolio may be comprised of corporate bonds, structured products, other debt securities and derivatives, including total return swaps and credit default swaps. The Advisor will seek to tailor our investment focus as market conditions evolve. Depending on market conditions, we may increase or decrease our exposure to less senior portions of the capital structures of our portfolio companies or otherwise make opportunistic investments, such as where the market price of loans, bonds or other securities reflects a lower value than deemed warranted by the Advisor’s fundamental analysis. Such investment opportunities may occur due to general dislocations in the markets, a misunderstanding by the market of a particular company or an industry being out of favor with the broader investment community and may include event driven investments, anchor orders and structured products. The senior secured loans, second lien secured loans and senior secured bonds in which we invest generally have stated terms of three to seven years and subordinated debt investments that we make generally have stated terms of up to ten years, but the expected average life of such securities is generally three to four years. However, we may invest in loans and securities with any maturity or duration. Our debt investments may be rated by a NRSRO and, in such case, generally will carry a rating below investment grade (rated lower than “Baa3” by Moody’s, or lower than “BBB-” by S&P). We may invest without limit in debt or other securities of any rating, as well as debt or other securities that have not been rated by a NRSRO.
Acquisitions of FS Investment Corporation III, FS Investment Corporation IV and Corporate Capital Trust II
On December 18, 2019, we completed the 2019 Mergers. Pursuant to the 2019 Merger Agreement, (i) Merger Sub 1 merged with and into FSIC III, with FSIC III continuing as the surviving company, and, immediately thereafter, FSIC III merged with and into the Company, with the Company continuing as the surviving company, (ii) Merger Sub 2 merged with and into CCT II, with CCT II continuing as the surviving company, and, immediately thereafter, CCT II merged with and into the Company, with the Company continuing as the surviving company, and (iii) Merger Sub 3 merged with and into FSIC IV, with FSIC IV continuing as the surviving company, and, immediately thereafter, FSIC IV merged with and into the Company, with the Company continuing as the surviving company. In accordance with the terms of the 2019 Merger Agreement, upon the closing of the transactions contemplated by the 2019 Merger Agreement, (i) each outstanding share of FSIC III common stock was converted into the right to receive 0.9804 shares of our common stock, (ii) each outstanding share of beneficial interest of CCT II was converted into the right to receive 1.1319 shares of our common stock and (iii) each outstanding share of FSIC IV common stock was converted into the right to receive 1.3634 shares of our common stock. As a result, we issued an aggregate of approximately 289,084,117 share of our common stock to former FSIC III stockholders, 14,031,781 shares of our common stock to former CCT II stockholders and 43,668,803 shares of our common stock to former FSIC IV stockholders. Following the consummation of the 2019 Mergers, we entered into the investment advisory agreement, which replaced the prior investment advisory and administrative services agreement.
Pending Merger with FSK
On November 23, 2020, we entered into an Agreement and Plan of Merger, or the 2020 Merger Agreement with FS KKR Capital Corp., a Maryland corporation, or FSKR, and together with FSKR, the Funds, Rocky Merger Sub, Inc., a Maryland corporation and wholly-owned subsidiary of FSK, or Merger Sub and the Advisor.
The 2020 Merger Agreement provides that, subject to the conditions set forth in the 2020 Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving company and as a wholly-owned subsidiary of FSK, or the First Merger, and, immediately thereafter, the Company will merge with and into FSK, with FSK continuing as the surviving company, or together with the First Merger, the 2021 Merger. The board of directors of each Fund has approved the 2021 Merger, with the participation throughout by, and the unanimous support of, its respective independent directors. The parties to the 2020 Merger Agreement intend the 2021 Merger to be treated as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
In the 2021 Merger, each share of the Company’s common stock issued and outstanding immediately prior to the effective time of the First Merger will be converted into a number of shares of FSK common stock equal to an exchange ratio to be determined in connection with the closing of the 2021 Merger, or the Exchange Ratio. The Exchange Ratio will equal the net asset value per share of the Company’s common stock, respectively (determined no earlier than 48 hours (excluding Sundays and holidays) prior to the closing date of the 2021 Merger), divided by the net asset value per share of FSK common stock (determined, in each case, no earlier than 48 hours (excluding Sundays and holidays) prior to the closing date of the 2021 Merger). Holders of the Company’s common stock may receive fractional shares or cash in lieu of fractional shares, at the election of FSK.
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The 2020 Merger Agreement contains representations, warranties and covenants, including, among others, covenants relating to the operation of each of the Funds and the Advisor’s businesses during the period prior to the closing of the 2021 Merger. The Funds have agreed to convene and hold meetings of their respective stockholders for the purpose of obtaining the required approvals of the Funds’ stockholders, respectively, and have agreed to recommend that their stockholders approve their respective proposals.
The 2020 Merger Agreement provides that the board of directors of each Fund may not solicit proposals relating to alternative transactions, or, subject to certain exceptions, enter into discussions or negotiations or provide information in connection with any proposal for an alternative transaction. However, each of the Funds may, subject to certain conditions, change its recommendation to their respective stockholders, terminate the 2020 Merger Agreement and enter into an agreement with respect to a superior alternative proposal if the board of directors of such Fund determines in its reasonable good faith judgment, after consultation with its outside legal counsel, that the failure to take such action would be reasonably likely to breach its standard of conduct under applicable law (taking into account any changes to the 2020 Merger Agreement proposed by the other Fund).
Consummation of the 2021 Merger, which is currently anticipated to occur during the second or third quarter of 2021, is subject to certain closing conditions, including (1) requisite approvals of the Funds’ stockholders, (2) the absence of certain legal impediments to the consummation of the 2021 Merger, (3) effectiveness of the registration statement on Form N-14, which includes a joint proxy statement of the Funds and a prospectus of FSK, or the Proxy Statement, (4) subject to certain exceptions, the accuracy of the representations and warranties and compliance with the covenants of each party to the 2020 Merger Agreement and (5) required regulatory approvals (including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended).
The 2020 Merger Agreement also contains certain termination rights in favor of each Fund including if the 2021 Merger is not completed on or before November 23, 2021 or if the requisite approvals of the applicable Fund’s stockholders are not obtained. The 2020 Merger Agreement also provides that, upon the termination of the 2020 Merger Agreement under certain circumstances, a third party may be required to pay FSKR a termination fee of approximately $90.8, or a third party may be required to pay FSK a termination fee of approximately $126.2.
Revenues
The principal measure of our financial performance is net increase in net assets resulting from operations, which includes net investment income, net realized gain or loss on investments, net realized gain or loss on foreign currency, net unrealized appreciation or depreciation on investments and net unrealized gain or loss on foreign currency. Net investment income is the difference between our income from interest, dividends, fees and other investment income and our operating and other expenses. Net realized gain or loss on investments is the difference between the proceeds received from dispositions of portfolio investments and their amortized cost, including the respective realized gain or loss on foreign currency for those foreign denominated investment transactions. Net realized gain or loss on foreign currency is the portion of realized gain or loss attributable to foreign currency fluctuations. Net unrealized appreciation or depreciation on investments is the net change in the fair value of our investment portfolio, including the respective unrealized gain or loss on foreign currency for those foreign denominated investments. Net unrealized gain or loss on foreign currency is the net change in the value of receivables or accruals due to the impact of foreign currency fluctuations.
We principally generate revenues in the form of interest income on the debt investments we hold. In addition, we generate revenues in the form of non-recurring commitment, closing, origination, structuring or diligence fees, monitoring fees, fees for providing managerial assistance, consulting fees, prepayment fees and performance-based fees. We may also generate revenues in the form of dividends and other distributions on the equity or other securities we hold.
Expenses
Our primary operating expenses include the payment of management and incentive fees and other expenses under the investment advisory agreement and the administration agreement, interest expense from financing arrangements and other indebtedness, and other expenses necessary for our operations. The management and incentive fees compensate the Advisor for its work in identifying, evaluating, negotiating, executing, monitoring and servicing our investments.
The Advisor oversees our day-to-day operations, including the provision of general ledger accounting, fund accounting, legal services, investor relations, certain government and regulatory affairs activities, and other administrative services. The Advisor also performs, or oversees the performance of, our corporate operations and required administrative services, which includes being responsible for the financial records that we are required to maintain and preparing reports for our stockholders
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and reports filed with the SEC. In addition, the Advisor assists us in calculating our net asset value, overseeing the preparation and filing of tax returns and the printing and dissemination of reports to our stockholders, and generally overseeing the payment of our expenses and the performance of administrative and professional services rendered to us by others.
Pursuant to the administration agreement, we reimburse the Advisor for expenses necessary to perform services related to our administration and operations, including the Advisor’s allocable portion of the compensation and related expenses of certain personnel of FS Investments and KKR Credit providing administrative services to us on behalf of the Advisor. We reimburse the Advisor no less than quarterly for all costs and expenses incurred by the Advisor in performing its obligations and providing personnel and facilities under the administration agreement. The Advisor allocates the cost of such services to us based on factors such as total assets, revenues, time allocations and/or other reasonable metrics. Our board of directors reviews the methodology employed in determining how the expenses are allocated to us and the proposed allocation of administrative expenses among us and certain affiliates of the Advisor. Our board of directors then assesses the reasonableness of such reimbursements for expenses allocated to us based on the breadth, depth and quality of such services as compared to the estimated cost to us of obtaining similar services from third-party service providers known to be available. In addition, our board of directors considers whether any single third-party service provider would be capable of providing all such services at comparable cost and quality. Finally, our board of directors compares the total amount paid to the Advisor for such services as a percentage of our net assets to the same ratio as reported by other comparable BDCs.
We bear all other expenses of our operations and transactions, including all other expenses incurred by the Advisor in performing services for us and administrative personnel paid by the Advisor, to the extent they are not controlling persons of the Advisor or any of its affiliates, subject to the limitations included in the investment advisory agreement and the administration agreement.
In addition, we have contracted with State Street Bank and Trust Company to provide various accounting and administrative services, including, but not limited to, preparing preliminary financial information for review by the Advisor, preparing and monitoring expense budgets, maintaining accounting and corporate books and records, processing trade information provided by us and performing testing with respect to RIC compliance.
COVID-19 Developments
The rapid spread of the COVID-19 pandemic, and associated impacts on the U.S. and global economies, has negatively impacted, and is likely to continue to negatively impact, the business operations of some of our portfolio companies. We cannot at this time fully predict the continued impact of COVID-19 on our business or the business of our portfolio companies, its duration or magnitude or the extent to which it will negatively impact our portfolio companies’ operating results or our own results of operations or financial condition. We expect that certain of our portfolio companies may continue to experience economic distress for the foreseeable future and may significantly limit business operations if subjected to prolonged economic distress. These developments could result in a decrease in the value of our investments.
COVID-19 has already had adverse effects on our investment income and we expect that such adverse effects may continue for some time. These adverse effects may require us to restructure certain of our investments, which could result in further reductions to our investment income or in impairments on our investments. In addition, disruptions in the capital markets have resulted in illiquidity in certain market areas. These market disruptions and illiquidity are likely to have an adverse effect on our business, financial condition, results of operations and cash flows. Unfavorable economic conditions caused by COVID-19 can also be expected to increase our funding costs and limit our access to the capital markets. These events have limited our investment originations, which is likely to continue for the immediate future, and have also had a material negative impact on our operating results.
We will continue to carefully monitor the impact of the COVID-19 pandemic on our business and the business of our portfolio companies. Because the full effects of the COVID-19 pandemic are not capable of being known at this time, we cannot estimate the impacts of COVID-19 on our future financial condition, results of operations or cash flows. We do, however, expect that it may continue to have a negative impact on our business and the financial condition of certain of our portfolio companies.
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Portfolio Investment Activity for the Three Months Ended March 31, 2021 and for the Year Ended December 31, 2020
Total Portfolio Activity
The following tables present certain selected information regarding our portfolio investment activity for the three months ended March 31, 2021 and the year ended December 31, 2020:
| Net Investment Activity |
For the Three Months Ended March 31, 2021 |
For the Year Ended December 31, 2020 |
||||||
| Purchases |
$ | 719 | $ | 3,030 | ||||
| Sales and Repayments |
(1,153 | ) | (3,061 | ) | ||||
|
|
|
|
|
|||||
| Net Portfolio Activity |
$ | (434 | ) | $ | (31 | ) | ||
|
|
|
|
|
|||||
| For the Three Months Ended March 31, 2021 | ||||||||||||||||
| New Investment Activity by Asset Class(1) |
Purchases | Percentage | Sales
and Repayments |
Percentage | ||||||||||||
| Senior Secured Loans—First Lien |
$ | 538 | 75 | % | $ | 812 | 70 | % | ||||||||
| Senior Secured Loans—Second Lien |
139 | 19 | % | 194 | 17 | % | ||||||||||
| Other Senior Secured Debt |
— | — | 19 | 2 | % | |||||||||||
| Subordinated Debt |
— | — | 106 | 9 | % | |||||||||||
| Asset Based Finance |
42 | 6 | % | 11 | 1 | % | ||||||||||
| Credit Opportunities Partners, LLC |
— | — | — | — | ||||||||||||
| Equity/Other |
— | — | 11 | 1 | % | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
$ | 719 | 100 | % | $ | 1,153 | 100 | % | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
The following table summarizes the composition of our investment portfolio at cost and fair value as of March 31, 2021 and December 31, 2020:
| March 31, 2021 (Unaudited) | December 31, 2020 | |||||||||||||||||||||||
| Amortized Cost(1) |
Fair Value |
Percentage of Portfolio |
Amortized Cost(1) |
Fair Value |
Percentage of Portfolio |
|||||||||||||||||||
| Senior Secured Loans—First Lien |
$ | 5,170 | $ | 4,968 | 65.5 | % | $ | 5,457 | $ | 5,256 | 66.0 | % | ||||||||||||
| Senior Secured Loans—Second Lien |
720 | 720 | 9.5 | % | 774 | 762 | 9.6 | % | ||||||||||||||||
| Other Senior Secured Debt |
55 | 57 | 0.8 | % | 87 | 75 | 0.9 | % | ||||||||||||||||
| Subordinated Debt |
32 | 24 | 0.3 | % | 137 | 130 | 1.6 | % | ||||||||||||||||
| Asset Based Finance |
891 | 831 | 11.0 | % | 853 | 791 | 9.9 | % | ||||||||||||||||
| Credit Opportunities Partners, LLC |
591 | 639 | 8.4 | % | 591 | 626 | 7.9 | % | ||||||||||||||||
| Equity/Other |
318 | 345 | 4.5 | % | 327 | 328 | 4.1 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
$ | 7,777 | $ | 7,584 | 100.0 | % | $ | 8,226 | $ | 7,968 | 100.0 | % | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
The following table presents certain selected information regarding the composition of our investment portfolio as of March 31, 2021 and December 31, 2020:
| March 31, 2021 | December 31, 2020 | |||||||
| Number of Portfolio Companies |
153 | 155 | ||||||
| % Variable Rate Debt Investments (based on fair value)(1)(2) |
73.8 | % | 76.0 | % | ||||
| % Fixed Rate Debt Investments (based on fair value)(1)(2) |
8.4 | % | 8.1 | % | ||||
| % Other Income Producing Investments (based on fair value)(3) |
11.3 | % | 10.3 | % | ||||
| % Non-Income Producing Investments (based on fair value)(2) |
4.5 | % | 3.8 | % | ||||
| % of Investments on Non-Accrual (based on fair value) |
2.0 | % | 1.8 | % | ||||
| Weighted Average Annual Yield on Accruing Debt Investments(2)(4) |
8.4 | % | 8.5 | % | ||||
| Weighted Average Annual Yield on All Debt Investments(5) |
7.9 | % | 8.0 | % | ||||
| (1) | “Debt Investments” means investments that pay or are expected to pay a stated interest rate, stated dividend rate or other similar stated return. |
| (2) | Does not include investments on non-accrual status. |
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| (3) | “Other Income Producing Investments” means investments that pay or are expected to pay interest, dividends or other income to the Company on an ongoing basis but do not have a stated interest rate, stated dividend rate or other similar stated return. |
| (4) | The Weighted Average Annual Yield on Accruing Debt Investments is computed as (i) the sum of (a) the stated annual interest rate, dividend rate or other similar stated return of each accruing Debt Investment, multiplied by its par amount, adjusted to U.S. dollars and for any partial income accrual when necessary, as of the end of the applicable reporting period, plus (b) the annual amortization of the purchase or original issue discount or premium of each accruing Debt Investment; divided by (ii) the total amortized cost of Debt Investments included in the calculated group as of the end of the applicable reporting period. |
| (5) | The Weighted Average Annual Yield on All Debt Investments is computed as (i) the sum of (a) the stated annual interest rate, dividend rate or other similar stated return of each Debt Investment, multiplied by its par amount, adjusted to U.S. dollars and for any partial income accrual when necessary, as of the end of the applicable reporting period, plus (b) the annual amortization of the purchase or original issue discount or premium of each Debt Investment; divided by (ii) the total amortized cost of Debt Investments included in the calculated group as of the end of the applicable reporting period. |
For the three months ended March 31, 2021, our total return based on net asset value was 3.11% and our total return based on market value was 22.25%. For the year ended December 31, 2020, our total return based on net asset value was (6.93)%. See footnotes 6 and 7 to the financial highlights table included in Note 11 to our consolidated financial statements included herein for information regarding the calculation of our total return based on net asset value and total return based on market value, respectively.
Direct Originations
The following table presents certain selected information regarding our direct originations as of March 31, 2021 and December 31, 2020:
| Characteristics of All Direct Originations Held in Portfolio |
March 31, 2021 |
December 31, 2020 |
||||||
| Number of Portfolio Companies |
116 | 116 | ||||||
| % of Investments on Non-Accrual (based on fair value) |
1.6 | % | 1.5 | % | ||||
| Total Cost of Direct Originations |
$ | 7,126 | $ | 7,481 | ||||
| Total Fair Value of Direct Originations |
$ | 6,980 | $ | 7,304 | ||||
| % of Total Investments, at Fair Value |
92.0 | % | 91.7 | % | ||||
| Weighted Average Annual Yield on Accruing Debt Investments(1) |
8.3 | % | 8.4 | % | ||||
| Weighted Average Annual Yield on All Debt Investments(2) |
7.9 | % | 8.0 | % | ||||
| (1) | The Weighted Average Annual Yield on Accruing Debt Investments is computed as (i) the sum of (a) the stated annual interest rate, dividend rate or other similar stated return of each accruing Debt Investment, multiplied by its par amount, adjusted to U.S. dollars and for any partial income accrual when necessary, as of the end of the applicable reporting period, plus (b) the annual amortization of the purchase or original issue discount or premium of each accruing Debt Investment; divided by (ii) the total amortized cost of Debt Investments included in the calculated group as of the end of the applicable reporting period. |
| (2) | The Weighted Average Annual Yield on All Debt Investments is computed as (i) the sum of (a) the stated annual interest rate, dividend rate or other similar stated return of each Debt Investment, multiplied by its par amount, adjusted to U.S. dollars and for any partial income accrual when necessary, as of the end of the applicable reporting period, plus (b) the annual amortization of the purchase or original issue discount or premium of each Debt Investment; divided by (ii) the total amortized cost of Debt Investments included in the calculated group as of the end of the applicable reporting period. |
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Portfolio Composition by Industry Classification
The table below describes investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets in such industries as of March 31, 2021 and December 31, 2020:
| March 31, 2021 (Unaudited) |
December 31, 2020 | |||||||||||||||
| Industry Classification |
Fair Value |
Percentage of Portfolio |
Fair Value |
Percentage of Portfolio |
||||||||||||
| Automobiles & Components |
$ | 72 | 0.9 | % | $ | 62 | 0.8 | % | ||||||||
| Capital Goods |
1,071 | 14.1 | % | 1,110 | 13.9 | % | ||||||||||
| Commercial & Professional Services |
583 | 7.7 | % | 788 | 9.9 | % | ||||||||||
| Consumer Durables & Apparel |
246 | 3.2 | % | 297 | 3.7 | % | ||||||||||
| Consumer Services |
151 | 2.0 | % | 175 | 2.2 | % | ||||||||||
| Credit Opportunities Partners, LLC |
639 | 8.4 | % | 626 | 7.9 | % | ||||||||||
| Diversified Financials |
618 | 8.1 | % | 646 | 8.1 | % | ||||||||||
| Energy |
156 | 2.1 | % | 142 | 1.8 | % | ||||||||||
| Food & Staples Retailing |
188 | 2.5 | % | 187 | 2.3 | % | ||||||||||
| Food, Beverage & Tobacco |
110 | 1.5 | % | 109 | 1.4 | % | ||||||||||
| Health Care Equipment & Services |
636 | 8.4 | % | 806 | 10.1 | % | ||||||||||
| Household & Personal Products |
145 | 1.9 | % | 176 | 2.2 | % | ||||||||||
| Insurance |
317 | 4.2 | % | 276 | 3.4 | % | ||||||||||
| Materials |
112 | 1.5 | % | 127 | 1.6 | % | ||||||||||
| Media & Entertainment |
263 | 3.5 | % | 216 | 2.7 | % | ||||||||||
| Pharmaceuticals, Biotechnology & Life Sciences |
165 | 2.2 | % | 110 | 1.4 | % | ||||||||||
| Real Estate |
242 | 3.2 | % | 239 | 3.0 | % | ||||||||||
| Retailing |
420 | 5.5 | % | 351 | 4.4 | % | ||||||||||
| Software & Services |
1,075 | 14.2 | % | 1,137 | 14.3 | % | ||||||||||
| Technology Hardware & Equipment |
111 | 1.5 | % | 116 | 1.5 | % | ||||||||||
| Telecommunication Services |
117 | 1.5 | % | 146 | 1.8 | % | ||||||||||
| Transportation |
147 | 1.9 | % | 126 | 1.6 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
$ | 7,584 | 100.0 | % | $ | 7,968 | 100.0 | % | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Portfolio Asset Quality
In addition to various risk management and monitoring tools, the Advisor uses an investment rating system to characterize and monitor the expected level of returns on each investment in our portfolio. The Advisor uses an investment rating scale of 1 to 4. The following is a description of the conditions associated with each investment rating:
| Investment Rating |
Summary Description | |
| 1 | Performing investment-generally executing in accordance with plan and there are no concerns about the portfolio company’s performance or ability to meet covenant requirements. | |
| 2 | Performing investment-no concern about repayment of both interest and our cost basis but company’s recent performance or trends in the industry require closer monitoring. | |
| 3 | Underperforming investment-some loss of interest or dividend possible, but still expecting a positive return on investment. | |
| 4 | Underperforming investment-concerns about the recoverability of principal or interest. | |
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The following table shows the distribution of our investments on the 1 to 4 investment rating scale at fair value as of March 31, 2021 and December 31, 2020:
| March 31, 2021 | December 31, 2020 | |||||||||||||||
| Investment Rating |
Fair Value |
Percentage
of Portfolio |
Fair Value |
Percentage
of Portfolio |
||||||||||||
| 1 |
$ | 5,145 | 68 | % | $ | 5,488 | 69 | % | ||||||||
| 2 |
1,562 | 21 | % | 1,487 | 19 | % | ||||||||||
| 3 |
321 | 4 | % | 394 | 5 | % | ||||||||||
| 4 |
556 | 7 | % | 599 | 7 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
$ | 7,584 | 100 | % | $ | 7,968 | 100 | % | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
The amount of the portfolio in each grading category may vary substantially from period to period resulting primarily from changes in the composition of the portfolio as a result of new investment, repayment and exit activities. In addition, changes in the grade of investments may be made to reflect our expectation of performance and changes in investment values.
Results of Operations
Comparison of the Three Months Ended March 31, 2021 and 2020
Revenues
Our investment income for the three months ended March 31, 2021 and 2020 was as follows:
| Three Months Ended March 31, | ||||||||||||||||
| 2021 | 2020 | |||||||||||||||
| Amount | Percentage of Total Income |
Amount | Percentage of Total Income |
|||||||||||||
| Interest income |
$ | 130 | 70 | % | $ | 151 | 77 | % | ||||||||
| Paid-in-kind interest income |
17 | 9 | % | 14 | 7 | % | ||||||||||
| Fee income |
17 | 9 | % | 15 | 8 | % | ||||||||||
| Dividend income |
23 | 12 | % | 15 | 8 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total investment income(1) |
$ | 187 | 100 | % | $ | 195 | 100 | % | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (1) | For the three months ended March 31, 2021 and 2020, such revenues represent $166 and $172, respectively, of cash income earned as well as $21 and $23, respectively, in non-cash portions relating to accretion of discount and PIK interest. Cash flows related to such non-cash revenues may not occur for a number of reporting periods or years after such revenues are recognized. |
The level of interest income we receive is generally related to the balance of income-producing investments, multiplied by the weighted average yield of our investments. Fee income is transaction based and typically consists of prepayment fees and structuring fees. As such, fee income is generally dependent on new direct origination investments and the occurrence of events at existing portfolio companies resulting in such fees.
The decrease in interest and fee income during the three months ended March 31, 2021 compared to the three months ended March 31, 2020 can primarily be attributed to the repayment of higher yielding assets replaced by lower yielding assets as well as the increase in and restructuring of non-accrual assets over the past year compared to the quarter ended March 31, 2020.
The increase in dividend income during the three months ended March 31, 2021 compared to the three months ended March 31, 2020 was primarily due to dividends paid in respect to our investment in Credit Opportunities Partners, LLC.
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Expenses
Our operating expenses for the three months ended March 31, 2021 and 2020 were as follows:
| Three Months Ended March 31, |
||||||||
| 2021 | 2020 | |||||||
| Management fees |
$ | 31 | $ | 33 | ||||
| Subordinated income incentive fees |
24 | 23 | ||||||
| Administrative services expenses |
2 | 2 | ||||||
| Stock transfer agent fees |
— | 1 | ||||||
| Accounting and administrative fees |
1 | 1 | ||||||
| Interest expense |
29 | 40 | ||||||
| Other |
3 | 2 | ||||||
|
|
|
|
|
|||||
| Total operating expenses |
$ | 90 | $ | 102 | ||||
|
|
|
|
|
|||||
The following table reflects selected expense ratios as a percent of average net assets for the three months ended March 31, 2021 and 2020:
| Three Months Ended March 31, |
||||||||
| 2021 | 2020 | |||||||
| Ratio of operating expenses to average net assets |
2.11 | % | 2.08 | % | ||||
| Ratio of incentive fees and interest expense to average net assets(1) |
1.24 | % | 1.28 | % | ||||
|
|
|
|
|
|||||
| Ratio of net operating expenses, excluding certain expenses, to average net assets |
0.87 | % | 0.80 | % | ||||
|
|
|
|
|
|||||
| (1) | Ratio data may be rounded in order to recompute the ending ratio of net operating expenses, excluding certain expenses, to average net assets. |
Incentive fees and interest expense, among other things, may increase or decrease our expense ratios relative to comparative periods depending on portfolio performance and changes in amounts outstanding under our financing arrangements and benchmark interest rates such as LIBOR, among other factors.
Net Investment Income
Our net investment income totaled $97 ($0.57 per share) and $93 ($0.55 per share) for the three months ended March 31, 2021 and 2020, respectively. The increase in net investment income for the three months ended March 31, 2021 can be attributed to the reduction in interest expense resulting from lowering borrowing rates compared to the quarter ended March 31, 2020, partially offset by lower interest income as discussed above.
Net Realized Gains or Losses
Our net realized gains (losses) on investments and foreign currency for the three months ended March 31, 2021 and 2020 were as follows:
| Three Months Ended March 31, |
||||||||
| 2021 | 2020 | |||||||
| Net realized gain (loss) on investments(1) |
$ | (37 | ) | $ | (217 | ) | ||
| Net realized gain (loss) on total return swap |
— | (2 | ) | |||||
| Net realized gain (loss) on foreign currency forward contracts |
0 | 0 | ||||||
| Net realized gain (loss) on interest rate swaps |
(6 | ) | (2 | ) | ||||
| Net realized gain (loss) on foreign currency |
(1 | ) | 1 | |||||
|
|
|
|
|
|||||
| Total net realized gain (loss) |
$ | (44 | ) | $ | (220 | ) | ||
|
|
|
|
|
|||||
| (1) | We sold investments and received principal repayments, respectively, of $108 and $1,045 during the three months ended March 31, 2021 and $953 and $760 during the three months ended March 31, 2020. |
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Net Change in Unrealized Appreciation (Depreciation)
Our net change in unrealized appreciation (depreciation) on investments and interest rate swaps and unrealized gain (loss) on foreign currency for the three months ended March 31, 2021 and 2020 were as follows:
| Three Months Ended March 31, |
||||||||
| 2021 | 2020 | |||||||
| Net change in unrealized appreciation (depreciation) on investments |
$ | 65 | $ | (605 | ) | |||
| Net change in unrealized appreciation (depreciation) on total return swap |
— | 3 | ||||||
| Net change in unrealized appreciation (depreciation) on foreign currency forward contracts |
1 | 2 | ||||||
| Net change in unrealized appreciation (depreciation) on interest rate swaps |
8 | (30 | ) | |||||
| Net change in unrealized gain (loss) on foreign currency |
5 | 49 | ||||||
|
|
|
|
|
|||||
| Total net change in unrealized appreciation (depreciation) |
$ | 79 | $ | (581 | ) | |||
|
|
|
|
|
|||||
The increase in unrealized appreciation (depreciation) during the three months ended March 31, 2021 was primarily driven by mark to market improvements since the bottom of the COVID-19 pandemic, as well as the reversal of unrealized losses that were sold or repaid during the quarter and converted to realized losses.
Net Increase (Decrease) in Net Assets Resulting from Operations
For the three months ended March 31, 2021, the net increase in net assets resulting from operations was $132 ($0.78 per share) compared to a net decrease in net assets resulting from operations of $(708) ($(4.17) per share) during the three months ended March 31, 2020.
This “Results of Operations” section should be read in conjunction with the “COVID-19 Developments” above.
Financial Condition, Liquidity and Capital Resources
Overview
On June 17, 2020, shares of our common stock began trading on the NYSE under the ticker symbol “FSKR”. The Listing accomplished our goal of providing our stockholders with greatly enhanced liquidity.
As of March 31, 2021, we had $258 in cash and foreign currency, which we and our wholly-owned financing subsidiaries held in custodial accounts, and $1,934 in borrowings available under our financing arrangements, subject to borrowing base and other limitations. As of March 31, 2021, we also had broadly syndicated investments and opportunistic investments that could be sold to create additional liquidity. As of March 31, 2021, we had unfunded debt investments with aggregate unfunded commitments of $555.3, unfunded equity/other commitments of $217.6, and unfunded commitments of $284.4 of Credit Opportunities Partners, LLC. We maintain sufficient cash on hand, available borrowings and liquid securities to fund such unfunded commitments should the need arise.
We currently generate cash primarily from cash flows from fees, interest and dividends earned from our investments as well as principal repayments and proceeds from sales of our investments. To seek to enhance our returns, we also employ leverage as market conditions permit and at the discretion of the Advisor, but in no event will leverage employed exceed the maximum amount permitted by the 1940 Act. Prior to June 18, 2020, in accordance with the 1940 Act, we were allowed to borrow amounts such that our asset coverage, calculated pursuant to the 1940 Act, was at least 200% after such borrowing. Effective June 19, 2020, our asset coverage requirement applicable to senior securities was reduced from 200% to 150%. As of March 31, 2021, the aggregate amount outstanding of the senior securities issued by us was $3.4 billion. As of March 31, 2021, our asset coverage was 225%. See “-Financing Arrangements.”
Prior to investing in securities of portfolio companies, we invest the cash received from fees, interest and dividends earned from our investments and principal repayments and proceeds from sales of our investments primarily in cash, cash equivalents, including money market funds, U.S. government securities, repurchase agreements and high-quality debt instruments maturing in one year or less from the time of investment, consistent with our BDC election and our election to be taxed as a RIC.
This “Financial Condition, Liquidity and Capital Resources” section should be read in conjunction with “COVID-19 Developments” above.
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Financing Arrangements
The following table presents summary information with respect to our outstanding financing arrangements as of March 31, 2021:
|
Arrangement(1) |
Type of Arrangement | Rate |
Amount Outstanding |
Amount Available |
Maturity Date |
|||||||||||||
| Senior Secured Revolving Credit Facility(1) | Revolving Credit Facility | L+1.75% - 2.00%(2)(3) | $ | 1,339 | (4) | $ | 1,071 | December 23, 2025 | ||||||||||
| Darby Creek Credit Facility(1) | Revolving Credit Facility | L+1.95%(2) | 212 | 38 | February 26, 2024 | |||||||||||||
| Dunlap Credit Facility(1) | Revolving Credit Facility | L+2.00%(2) | 375 | 125 | February 26, 2024 | |||||||||||||
| Juniata River Credit Facility(1) | Revolving Credit Facility | L+2.50% - L+2.75%(2)(5) | 735 | 515 | |
July 15, 2022 - April 11, 2023(5) |
||||||||||||
| Burholme Prime Brokerage Facility(1) | Prime Brokerage Facility | L+1.25% | — | — | September 26, 2021(6) | |||||||||||||
| Ambler Credit Facility(1) | Revolving Credit Facility | L+2.25%(2) | 105 | 95 | November 22, 2024 | |||||||||||||
| Meadowbrook Run Credit Facility(1) | Revolving Credit Facility | L+2.25%(2) | 210 | 90 | November 22, 2024 | |||||||||||||
| 4.250% Notes due 2025(7) | Unsecured Notes | 4.250% | 475 | — | February 14, 2025 | |||||||||||||
|
|
|
|
|
|||||||||||||||
| Total |
3,451 | 1,934 | ||||||||||||||||
| (1) | The carrying amount outstanding under the facility approximates its fair value. |
| (2) | LIBOR is subject to a 0% floor. |
| (3) | The spread over LIBOR is determined by reference to the ratio of the value of the borrowing base to the aggregate amount of certain outstanding indebtedness of the Company. |
| (4) | Amount includes borrowings in U.S. dollars, Euros, Canadian dollars, Australian dollars, and pounds sterling. Euro balance outstanding of €123 has been converted to U.S. dollars at an exchange rate of €1.00 to $1.17 as of March 31, 2021 to reflect total amount outstanding in U.S. dollars. Canadian dollar balance outstanding of CAD $137 has been converted to U.S. dollars at an exchange rate of CAD $1.00 to $0.80 as of March 31, 2021 to reflect total amount outstanding in U.S. dollars. Australian dollar balance outstanding of AUD $150 has been converted to U.S. dollars at an exchange rate of AUD $1.00 to $0.76 as of March 31, 2021 to reflect total amount outstanding in U.S. dollars. Pounds sterling balance outstanding of £103 has been converted to U.S. dollars at an exchange rate of £1.00 to $1.38 as of March 31, 2021 to reflect total amount outstanding in U.S. dollars. |
| (5) | The Juniata River Credit Facility is composed of two tranches: a $400 tranche, or Tranche A, with a spread over LIBOR of 2.50% per annum and a maturity date of July 15, 2022, and an $850 tranche, or Tranche B, with a spread over LIBOR of 2.75% per annum and a maturity date of April 11, 2023. |
| (6) | The Burholme Prime Brokerage Facility generally is terminable upon 179 days’ notice by either party. As of March 31, 2021, neither party had provided notice of its intent to terminate the facility. |
| (7) | As of March 31, 2021, the fair value of the 4.250% notes was approximately $484. The valuation is considered a Level 2 valuation within the fair value hierarchy. |
See Note 9 to our unaudited consolidated financial statements included herein for additional information regarding our financing arrangements.
RIC Status and Distributions
We have elected to be subject to tax as a RIC under Subchapter M of the Code. In order to qualify for RIC tax treatment, we must, among other things, make distributions of an amount at least equal to 90% of our investment company taxable income, determined without regard to any deduction for distributions paid, each tax year. As long as the distributions are declared by the later of the fifteenth day of the ninth month following the close of a tax year or the due date of the tax return for such tax year, including extensions, distributions paid up to twelve months after the current tax year can be carried back to the prior tax year for determining the distributions paid in such tax year. We intend to make sufficient distributions to our stockholders to qualify for and maintain our RIC tax status each tax year. We are also subject to a 4% nondeductible federal excise tax on certain undistributed income unless we make distributions in a timely manner to our stockholders generally of an amount at least equal to the sum of (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of our capital gain net income, which is the excess of capital gains in excess of capital losses, or “capital gain net income” (adjusted for certain ordinary losses), for the one-year period ending October 31 of that calendar year and (3) any net
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ordinary income and capital gain net income for the preceding years that were not distributed during such years and on which we paid no U.S. federal income tax. Any distribution declared by us during October, November or December of any calendar year, payable to stockholders of record on a specified date in such a month and actually paid during January of the following calendar year, will be treated as if it had been paid by us, as well as received by our stockholders, on December 31 of the calendar year in which the distribution was declared. We can offer no assurance that we will achieve results that will permit us to pay any cash distributions. If we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings.
Subject to applicable legal restrictions and the sole discretion of our board of directors, we intend to authorize, declare and pay regular cash distributions on a quarterly basis. We will calculate each stockholder’s specific distribution amount for the period using record and declaration dates and each stockholder’s distributions will begin to accrue on the date that shares of our common stock are issued to such stockholder. From time to time, we may also pay special interim distributions in the form of cash or shares of our common stock at the discretion of our board of directors.
During certain periods, our distributions may exceed our earnings. As a result, it is possible that a portion of the distributions we make may represent a return of capital. A return of capital generally is a return of a stockholder’s investment rather than a return of earnings or gains derived from our investment activities. Each year a statement on Form 1099-DIV identifying the sources of the distributions will be mailed to our stockholders. No portion of the distributions paid during the three months ended March 31, 2021 or 2020 represented a return of capital.
We intend to continue to make our regular distributions in the form of cash, out of assets legally available for distribution, except for those stockholders who receive their distributions in the form of shares of our common stock under our distribution reinvestment plan. Any distributions reinvested under the plan will nevertheless remain taxable to a U.S. stockholder.
The following table reflects the cash distributions per share that we have declared on our common stock during the three months ended March 31, 2021 and 2020:
| Distribution | ||||||||
| For the Three Months Ended |
Per Share(1) | Amount | ||||||
| Fiscal 2020 |
||||||||
| March 31, 2020 |
$ | 0.6000 | $ | 102 | ||||
|
|
|
|
|
|||||
| Total |
$ | 0.6000 | $ | 102 | ||||
|
|
|
|
|
|||||
| Fiscal 2021 |
||||||||
| March 31, 2021 |
$ | 0.5500 | $ | 93 | ||||
|
|
|
|
|
|||||
| Total |
$ | 0.5500 | $ | 93 | ||||
|
|
|
|
|
|||||
| (1) | The amount of each per share distribution has been retroactively adjusted to reflect the Reverse Stock Split as discussed above in Note 3 to our unaudited consolidated financial statements included herein. |
See Note 5 to our unaudited consolidated financial statements included herein for additional information regarding our distributions.
Our financial statements are prepared in conformity with GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management has utilized available information, including our past history, industry standards and the current economic environment, among other factors, in forming the estimates and judgments, giving due consideration to materiality. Actual results may differ from these estimates. In addition, other companies may utilize different estimates, which may impact the comparability of our results of operations to those of companies in similar businesses. Understanding our accounting policies and the extent to which we use management judgment and estimates in applying these policies is integral to understanding our financial statements. We describe our most significant accounting policies in “Note 2. Summary of Significant Accounting Policies” in our consolidated financial statements. Critical accounting policies are those that require the application of management’s most difficult, subjective or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. We evaluate our critical accounting estimates and judgments required by our policies on an ongoing basis and update them as necessary based on changing conditions. We have identified one of our accounting policies, valuation of portfolio investments, specifically the valuation of Level 3 investments, as critical because it involves significant judgments and assumptions about highly complex and inherently uncertain matters, and the use of reasonably different estimates and assumptions could have a material impact on our reported results of operations or financial condition. As we execute our operating plans, we will describe additional critical accounting policies in the notes to our future financial statements in addition to those discussed below.
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Valuation of Portfolio Investments
We determine the net asset value of our investment portfolio each quarter. Securities are valued at fair value as determined in good faith by our board of directors. In connection with that determination, the Advisor provides our board of directors 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.
Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure, or ASC Topic 820, issued by the FASB, 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.
With respect to investments for which market quotations are not readily available, we undertake a multi-step valuation process each quarter, as described below:
| • | our quarterly fair valuation process begins by the Advisor providing financial and operating information with respect to each portfolio company or investment to our independent third-party valuation service providers; |
| • | our independent third-party valuation service providers review this information, along with other public and private information, and provide the Advisor with a valuation range for each portfolio company or investment; |
| • | the Advisor then discusses the independent third-party valuation service providers’ valuation ranges and provides the valuation committee of the board of directors, or the valuation committee, with a valuation recommendation for each investment, along with supporting materials; |
| • | preliminary valuations are then discussed with the valuation committee; |
| • | our valuation committee reviews the preliminary valuations and the Advisor, together with our independent third-party valuation service providers and, if applicable, supplements the preliminary valuations to reflect any comments provided by the valuation committee; |
| • | following the completion of its review, our valuation committee recommends that our board of directors approves the fair valuations determined by the valuation committee; and |
| • | our board of directors discusses the valuations and determines the fair value of each such investment in our portfolio in good faith based on various statistical and other factors, including the input and recommendation of the Advisor, the valuation committee and our independent third-party valuation service providers. |
Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements refer to the uncertainty with respect to the possible effect of such valuations and any change in such valuations on our consolidated financial statements. In making its determination of fair value, our board of directors may use any approved independent third-party pricing or valuation services. However, our board of directors is not required to determine fair value in accordance with the valuation provided by any single source, and may use any relevant data, including information obtained from the Advisor or any approved independent third-party valuation or pricing service that our board of directors deems to be reliable in determining fair value under the circumstances. Below is a description of factors that the Advisor, any approved independent third party valuation services and our board of directors may consider when determining the fair value of our investments.
Valuation of fixed income investments, such as loans and debt securities, depends upon a number of factors, including prevailing interest rates for like securities, expected volatility in future interest rates, call features, put features and other relevant terms of the debt. For investments without readily available market prices, we may incorporate these factors into discounted cash flow models to arrive at fair value. Other factors that may be considered include the borrower’s ability to adequately service its debt, the fair market value of the borrower in relation to the face amount of its outstanding debt and the quality of collateral securing our debt investments.
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For convertible debt securities, fair value generally approximates the fair value of the debt plus the fair value of an option to purchase the underlying security (i.e., the security into which the debt may convert) at the conversion price. To value such an option, a standard option pricing model may be used.
Our equity interests in portfolio companies for which there is no liquid public market are valued at fair value. Our board of directors, in its determination of fair value, may consider various factors, such as multiples of EBITDA, cash flows, net income, revenues or, in limited instances, book value or liquidation value. All of these factors may be subject to adjustments based upon the particular circumstances of a portfolio company or our actual investment position. For example, adjustments to EBITDA may take into account compensation to previous owners or acquisition, recapitalization, restructuring or other related items.
The Advisor, any approved independent third-party valuation services and our board of directors may also consider private merger and acquisition statistics, public trading multiples discounted for illiquidity and other factors, valuations implied by third-party investments in the portfolio companies or industry practices in determining fair value. The Advisor, any approved independent third-party valuation services and our board of directors may also consider the size and scope of a portfolio company and its specific strengths and weaknesses, and may apply discounts or premiums, where and as appropriate, due to the higher (or lower) financial risk and/or the smaller size of portfolio companies relative to comparable firms, as well as such other factors as our board of directors, in consultation with the Advisor and any approved independent third party valuation services, if applicable, may consider relevant in assessing fair value. Generally, the value of our equity interests in public companies for which market quotations are readily available is based upon the most recent closing public market price. Portfolio securities that carry certain restrictions on sale are typically valued at a discount from the public market value of the security.
When we receive warrants or other equity securities at nominal or no additional cost in connection with an investment in a debt security, the cost basis in the investment will be allocated between the debt securities and any such warrants or other equity securities received at the time of origination. Our board of directors subsequently values these warrants or other equity securities received at their fair value.
The fair values of our investments are determined in good faith by our board of directors. Our board of directors is responsible for the valuation of our portfolio investments at fair value as determined in good faith pursuant to our valuation policy and consistently applied valuation process. Our board of directors has delegated day-to-day responsibility for implementing our valuation policy to the Advisor, and has authorized the Advisor to utilize independent third-party valuation and pricing services that have been approved by our board of directors. The valuation committee is responsible for overseeing the Advisor’s implementation of the valuation process.
See Note 8 to our unaudited consolidated financial statements included herein for additional information regarding the fair value of our financial instruments.
Contractual Obligations
We have entered into agreements with the Advisor to provide us with investment advisory and administrative services. Payments for investment advisory services under the investment advisory agreement are equal to (a) an annual base management fee based on the average weekly value of our gross assets (excluding cash and cash equivalents) and (b) an incentive fee based on our performance. The Advisor is reimbursed for administrative expenses incurred on our behalf. See Note 4 to our unaudited consolidated financial statements included herein for a discussion of these agreements and for the amount of fees and expenses accrued under these agreements during the three months ended March 31, 2021 and 2020.
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A summary of our significant contractual payment obligations for the repayment of outstanding indebtedness at March 31, 2021 is as follows:
| Payments Due By Period | ||||||||||||||||||||||||
| Maturity Date(1) | Total | Less than 1 year | 1-3 years | 3-5 years | More than
5 years |
|||||||||||||||||||
| Senior Secured Revolving Credit Facility(2) |
December 23, 2025 | $ | 1,339 | — | — | $ | 1,339 | — | ||||||||||||||||
| Darby Creek Credit Facility(3) |
February 26, 2024 | $ | 212 | — | $ | 212 | — | — | ||||||||||||||||
| Dunlap Credit Facility(4) |
February 26, 2024 | $ | 375 | — | $ | 375 | — | — | ||||||||||||||||
| Juniata River Credit Facility(5) |
July 15, 2022 | $ | 735 | — | $ | 735 | — | — | ||||||||||||||||
| Burholme Prime Brokerage Facility(6) |
September 26, 2021 | $ | — | — | — | — | — | |||||||||||||||||
| Ambler Credit Facility(7) |
November 22, 2024 | $ | 105 | — | — | $ | 105 | — | ||||||||||||||||
| Meadowbrook Run Credit Facility(8) |
November 22, 2024 | $ | 210 | — | — | $ | 210 | — | ||||||||||||||||
| 4.250% Notes due 2025 |
February 14, 2025 | $ | 475 | — | — | $ | 475 | — | ||||||||||||||||
| (1) | Amounts outstanding under the financing arrangements will mature, and all accrued and unpaid interest thereunder will be due and payable, on the maturity date. |
| (2) | At March 31, 2021, $1,071 remained unused under the Senior Secured Revolving Credit Facility. Amount includes borrowings in U.S. dollars, Euros, Canadian dollars, Australian dollars, and pounds sterling. Euro balance outstanding of €123 has been converted to U.S. dollars at an exchange rate of €1.00 to $1.17 as of March 31, 2021 to reflect total amount outstanding in U.S. dollars. Canadian dollar balance outstanding of CAD 137 has been converted to U.S. dollars at an exchange rate of CAD 1.00 to $0.80 as of March 31, 2021 to reflect total amount outstanding in U.S. dollars. Australian dollar balance outstanding of AUD 150 has been converted to U.S. dollars at an exchange rate of AUD 1.00 to $0.76 as of March 31, 2021 to reflect total amount outstanding in U.S. dollars. Pounds sterling balance outstanding of £103 has been converted to U.S. dollars at an exchange rate of £1.00 to $1.38 as of March 31, 2021 to reflect total amount outstanding in U.S. dollars. |
| (3) | At March 31, 2021, $38 remained unused under the Darby Creek Credit Facility. |
| (4) | At March 31, 2021, $125 remained unused under the Dunlap Credit Facility. |
| (5) | At March 31, 2021, $515 remained unused under the Juniata River Credit Facility. |
| (6) | At March 31, 2021, $0 remained unused under the Burholme Prime Brokerage Facility. |
| (7) | At March 31, 2021, $95 remained unused under the Ambler Credit Facility. |
| (8) | At March 31, 2021, $90 remained unused under the Meadowbrook Run Credit Facility. |
Off-Balance Sheet Arrangements
We currently have no off-balance sheet arrangements, including any risk management of commodity pricing or other hedging practices.
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. |
Interest Rate Risk
We are subject to financial market risks, including changes in interest rates. As of March 31, 2021, 73.8% of our portfolio investments (based on fair value) were debt investments paying variable interest rates and 8.4% were debt investments paying fixed interest rates, while 11.3% were other income producing investments, 4.5% consisted of non-income producing investments and the remaining 2.0% consisted of investments on non-accrual status. A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to any variable rate investments we hold and to declines in the value of any fixed rate investments we hold. However, many of our variable rate investments provide for an interest rate floor, which may prevent our interest income from increasing until benchmark interest rates increase beyond a threshold amount. To the extent that a substantial portion of our investments may be in variable rate investments, an increase in interest rates beyond this threshold would make it easier for us to meet or exceed the hurdle rate applicable to the subordinated incentive fee on income, and may result in a substantial increase in our net investment income and to the amount of incentive fees payable to the Advisor with respect to our increased pre-incentive fee net investment income. In 2020, the U.S. Federal Reserve and other central banks have reduced certain interest rates in response to the COVID-19 pandemic and market conditions. A prolonged reduction in interest rates may reduce our net investment income.
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Subject to the requirements of the 1940 Act, we may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts. Although hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates. As of March 31, 2021, we have four pay-fixed, receive-floating interest rate swaps which we pay an annual fixed rate of 2.59% to 2.81% and receive three-month LIBOR on an aggregate notional amount of $900 million. The interest rate swaps have quarterly settlement payments.
Pursuant to the terms of all of our financing arrangements, borrowings are at a floating rate based on LIBOR. To the extent that any present or future credit facilities, total return swap agreements or other financing arrangements that we or any of our subsidiaries enter into are based on a floating interest rate, we will be subject to risks relating to changes in market interest rates. In periods of rising interest rates when we or our subsidiaries have such debt outstanding or financing arrangements in effect, our interest expense would increase, which could reduce our net investment income, especially to the extent we hold fixed rate investments.
The following table shows the effect over a twelve month period of changes in interest rates on our interest income, interest expense and net interest income, assuming no changes in the composition of our investment portfolio, including the accrual status of our investments, and our financing arrangements in effect as of March 31, 2021 (dollar amounts are presented in millions):
| Basis Point Change in Interest Rates |
Increase (Decrease) in Interest Income(1) |
Increase (Decrease) in Interest Expense |
Increase (Decrease) in Net Interest Income |
Percentage Change in Net Interest Income |
||||||||||||
| Down 19 basis points |
$ | (1 | ) | $ | (6 | ) | $ | 5 | 1.1 | % | ||||||
| No change |
— | — | — | — | ||||||||||||
| Up 100 basis points |
$ | 19 | $ | 30 | $ | (11 | ) | (2.5 | )% | |||||||
| Up 300 basis points |
$ | 132 | $ | 89 | $ | 43 | 9.7 | % | ||||||||
| Up 500 basis points |
$ | 246 | $ | 149 | $ | 97 | 21.9 | % | ||||||||
| (1) | Assumes no defaults or prepayments by portfolio companies over the next twelve months. |
We expect that our long-term investments will be financed primarily with equity and debt. If deemed prudent, we may use interest rate risk management techniques in an effort to minimize our exposure to interest rate fluctuations. These techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations.
Foreign Currency Risk
From time to time, we may make investments that are denominated in a foreign currency that are subject to the effects of exchange rate movements between the foreign currency of each such investment and the U.S. dollar, which may affect future fair values and cash flows, as well as amounts translated into U.S. dollars for inclusion in our consolidated financial statements.
The table below presents the effect that a 10% immediate, unfavorable change in the foreign currency exchange rates (i.e. strengthening of the U.S. dollar) would have on the fair value of our investments denominated in foreign currencies as of March 31, 2021, by foreign currency, all other valuation assumptions remaining constant. In addition, the table below presents the par value of our investments denominated in foreign currencies and the notional amount of foreign currency forward contracts in local currency in place as of March 31, 2021 to hedge against foreign currency risks.
| Investments Denominated in Foreign Currencies As of March 31, 2021 |
Hedges As of March 31, 2021 | |||||||||||||||||||||||
| Cost in Local Currency |
Cost in US$ |
Fair Value |
Reduction in Fair Value as of March 31, 2021 if 10% Adverse Change in Exchange Rate(1) |
Net Foreign Currency Hedge Amount in Local Currency |
Net Foreign Currency Hedge Amount in U.S. Dollars |
|||||||||||||||||||
| Australian Dollars |
A$ | 148.0 | $ | 101.8 | $ | 112.2 | $ | 11.2 | — | $ | — | |||||||||||||
| British Pound Sterling |
£ | 103.6 | 133.2 | 144.4 | 14.4 | — | — | |||||||||||||||||
| Canadian Dollars |
C$ | 149.7 | 113.8 | 117.3 | 11.7 | C$ | 3.3 | 2.6 | ||||||||||||||||
| Norwegian Kronor |
kr | 76.8 | 8.3 | 9.0 | 0.9 | kr | 11.3 | 1.2 | ||||||||||||||||
| Euros |
€ | 129.3 | 145.0 | 154.1 | 15.4 | € | 3.8 | 4.4 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
$ | 502.1 | $ | 537.0 | $ | 53.6 | $ | 8.2 | ||||||||||||||||
|
|
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|
|
|
|
|
|
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| (1) | Excludes effect, if any, of any foreign currency hedges. |
We may use derivative instruments from time to time, including foreign currency forward contracts, to manage the impact of fluctuations in foreign currency exchange rates. In addition, we have the ability to borrow in foreign currencies under our Senior Secured Revolving Credit Facility, which provides a natural hedge with regard to changes in exchange rates between the foreign currencies and the U.S. dollar and reduces our exposure to foreign exchange rate differences. We are typically a net receiver of these foreign currencies as related to our international investment positions, and, as a result, our investments denominated in foreign currencies, to the extent not hedged, benefit from a weaker U.S. dollar and are adversely affected by a stronger U.S. dollar.
As of March 31, 2021, the contractual amount of our foreign currency forward contracts totaled $11.7. As of March 31, 2021, we had outstanding borrowings denominated in foreign currencies of €123, CAD137, £103 and AUD150 under our Senior Secured Revolving Credit Facility.
In addition, we may have risk regarding portfolio valuation. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Valuation of Portfolio Investments.”
| Item 4. | Controls and Procedures. |
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2021.
Based on the foregoing, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that we would meet our disclosure obligations.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Exchange Act) that occurred during the three-month period ended March 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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| Item 1. | Legal Proceedings. |
We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of any legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material adverse effect upon our financial condition or results of operations.
| Item 1A. | Risk Factors. |
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors that appeared under Item 1A. “Risk Factors” in our most recent Annual Report on Form 10-K. There are no material changes from the risk factors included within our most recent Annual Report on Form 10-K.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
As previously disclosed, certain affiliates of the owners of the Advisor committed $100 to a $350 investment vehicle, or the Affiliated Purchaser, that may invest from time to time in shares of the Company.
During the quarter ended March 31, 2021, the Affiliated Purchaser did not purchase any shares of our common stock.
| Item 3. | Defaults upon Senior Securities. |
Not applicable.
| Item 4. | Mine Safety Disclosures. |
Not applicable.
| Item 5. | Other Information. |
Not applicable.
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| Item 6. | Exhibits. |
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| * | Filed herewith. |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this quarterly report to be signed on its behalf by the undersigned, thereunto duly authorized on May 10, 2021.
| FS KKR CAPITAL CORP. II | ||
| By: | /s/ Michael C. Forman | |
| Michael C. Forman Chief Executive Officer (Principal Executive Officer) | ||
| By: | /s/ Steven Lilly | |
| Steven Lilly Chief Financial Officer | ||
| By: | /s/ William Goebel | |
| William Goebel | ||
| Chief Accounting Officer | ||
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