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CORRESP
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CORRESP

 Cira Centre

 2929 Arch Street

Philadelphia, PA 19104-2808

 +1 215 994 4000 Main

+1 215 994 2222 Fax

 www.dechert.com

Eric S. Siegel

 eric.siegel@dechert.com

 +1 215 994 2757
Direct

 +1 215 655 2757 Fax

 February 25, 2021

 VIA EDGAR

 FS KKR Capital Corp.

 Securities and Exchange
Commission

 Division of Investment Management, Disclosure Review and Accounting Office

100 F Street, N.E.

 Washington, DC 20549

Attention: Karen Rossotto and Mindy Rotter

Re:

Registration Statement on Form N-14 (File No. 333-251667)

 Dear Ms. Rossotto and Ms. Rotter:

On behalf of FS KKR Capital Corp. (the “Company” or “FSK”), set forth below are the Company’s responses
to the oral comments provided by the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in telephone conversations on January 22, 2021,
February 11, 2021, February 16, 2021, February 18, 2021 and February 23, 2021 regarding the Company’s Registration Statement on Form N-14 (File
No. 333-251667) filed with the Commission on December 23, 2020 (the “Registration Statement”) and the prospectus included therein.

For your convenience, a summary of the Staff’s comments is numbered and presented in bold, italicized text below, and each comment is
followed by the Company’s response. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Registration Statement. Unless otherwise specified, all page references are to page numbers in the Registration
Statement. Pre-Effective Amendment No. 1 to the Registration Statement (“Pre-Effective Amendment No. 1”) is being filed with the
Commission concurrently herewith.

 Accounting Comments

General

1.
 The accounting analysis supplementally provided to the Staff by the Fund Parties on
December 23, 2020 makes reference to September 30, 2019 with respect to the portfolio holdings of each Fund Party. Confirm supplementally whether this a typo and should be
September 30, 2020. If not, supplementally provide updated amounts for both September 30, 2020 and December 31, 2020.

The Company supplementally confirms that reference to September 30, 2019 in the accounting analysis referenced was a typo. The Company has submitted to
the Staff an updated accounting analysis reflecting this revision.

2.
 Supplementally confirm that updated auditor consents will be filed with the amendment or amendments to
the Registration Statement.

 The Company supplementally confirms that updated auditor consents for each of FSK and FSKR will be
filed with the amendment or amendments to the Registration Statement to the extent required.

 Questions and Answers

Page 9

3.
 Under “How do the Fund Parties’ investment objectives and strategies differ from one
another?” the Registration Statement states that “the Advisor does not anticipate any significant portfolio repositioning in connection with the Merger.” If portfolio repositioning will occur, describe in the amendment(s) to the
Registration Statement what such repositioning means.

 The Company has revised the disclosure to clarify that the Advisor does
not anticipate “any material portfolio repositioning” as a result of the Merger in light of the Fund Parties’ identical investment objectives and strategies and portfolio overlap. In addition, the Company has clarified that the
Company expects the combined company’s investment portfolio to continue to experience partial and full repayments during the normal course of business. Upon the occurrence of these partial and full repayments, the Company expects to redeploy
proceeds received into new investment opportunities which the Company expects will be consistent with the investment objective and strategies of the Fund Parties today. The Company also expects to invest available cash on hand and proceeds from
future debt and equity offerings into new investment opportunities consistent with its investment objective and strategy.

 Comparative Fees and
Expenses

 Pages 28

4.
 In the first paragraph, add a sentence that discloses that date on which the information presented in the
tables is based.

 The Company has revised the disclosure on page 31 of Pre-Effective
Amendment No. 1 accordingly.

5.
 Supplementally confirm that the comparative fees and expenses table will be updated with current
information (based upon the timing of the amendment(s) to the Registration Statement) or, alternatively, that the fees presented represent current fees.

The Company supplementally confirms that the information included in the comparative expenses table is based on the most current information contained in the
Fund Parties’ most recently filed quarterly reports on Form 10-Q for their respective quarters ended September 30, 2020.

Page 29

6.
 With respect to footnote 5 to the comparative fees and expenses table, clarify the disclosure to confirm
that the pro forma amounts reflect the Proposed FSK Investment Advisory Agreement since the Merger is conditioned on the approval of the Proposed FSK Investment Advisory Agreement.

The placement of the footnotes has been revised to clarify that footnote 5 (footnote 6 in Pre-Effective Amendment
No. 1) relates to the existing investment advisory agreements of the Fund Parties and footnote 6 (footnote 7 in Pre-Effective Amendment No. 1) relates to the Proposed FSK Investment Advisory
Agreement.

7.
 Review the disclosure in footnotes 5 and 6 to the comparative fees and expenses table and confirm
supplementally that these two footnotes do not contradict each other (i.e., that footnote 5 refers to the applicable investment advisory agreement in effect as of the filing of the Registration Statement and footnote 6 refers to the Proposed FSK
Investment Advisory Agreement).

 2

 The placement of the footnotes has been revised to clarify that footnote 5 (footnote 6 in Pre-Effective Amendment No. 1) relates to the existing investment advisory agreements of the Fund Parties and footnote 6 (footnote 7 in Pre-Effective Amendment
No. 1) relates to the Proposed FSK Investment Advisory Agreement.

 Page 30

8.
 Review the wording of the second sentence under “Example” and add reference to an assumed 5%
annual return as required by the Staff.

 The Company has revised the disclosure on page 34 of Pre-Effective Amendment No. 1 accordingly.

 Capitalization

Page 34

9.
 Update the capitalization table with information as of a date within 30 days of the filing of the
amendment(s) to the Registration Statement. Present the information in a format consistent with File #s 814-00998, 814-00733.

The Company has revised the capitalization table consistent with the precedent disclosure.

The Company respectfully declines to update the capitalization table with information as of a date within 30 days of the filing of Pre-Effective Amendment No. 1. Item 4 of Form N-14 does not require the information in the capitalization table to be as of a date within 30 days of the filing
of the Registration Statement. The Company prepared the capitalization table as of September 30, 2020, the last quarterly period for which financial statements are available and in conformity with the other financial measurements in the
Registration Statement.

10.
 Please review the pro forma total shares outstanding. The Staff’s calculation resulted in an
approximately 70,000 share difference compared to what is presented.

 The pro forma total shares outstanding was calculated
taking into account estimated FSK and FSKR transaction costs and an estimated $5,000,000 pre-closing tax dividend by FSKR. These factors account for the 70,000 share difference identified by the Staff.
Footnote disclosure was added to the capitalization table to clarify the calculation.

11.
 Supplementally provide the amounts of estimated expenses to be paid by FSK and FSKR in connection with
the Merger. Please explain the accounting treatment of such expenses, specifically as they relate to asset acquisition accounting. In addition, please include such estimated expenses in footnote 1 to the capitalization table, the Questions and
Answers section of the Registration Statement under “who is responsible for paying expenses related to completing the Merger” and the amounts disclosed in the descriptions of the opinions of the financial parties to the independent
directors of the Fund Parties.

 The Company has revised the disclosure to include the estimated expenses to be paid by FSK and
FSKR in connection with the Merger.

 Under ASC 805-10, transaction costs are expensed, but under ASC 805-50, transaction costs incurred are considered a component of the consideration transferred. The guidance in ASC 805-50 does not provide additional information about costs
to capitalize. Under FAS 141 paragraph 24, costs incurred by the acquirer and included in the cost of the acquisition were limited to direct costs of the asset acquisition. Examples include finder’s fees and fees paid to outside consultants for
accounting and legal services. Internal costs related to the asset acquisition are expensed as incurred. Costs incurred by an acquirer to issue debt or equity securities to effect an asset acquisition are not considered costs of the acquisition and
are accounted for as debt or equity issue costs, in accordance with other GAAP. Under ASC 946-320-30-1, an investment company
initially measures its investment in debt and equity securities at their transaction price, which includes commissions and other charges that are part of the purchase transactions. Based on the above, management expects to include direct costs of
the acquisition as a component of the consideration transferred. Costs incurred to issue additional FSK equity securities to effect the acquisition will be accounted for as offering costs and charged to
paid-in capital as provided for under ASC 946-20-25 and 946-20-35-5.

 3

12.
 Provide add footnote disclosure to the capitalization table that explains the difference in the net asset
value per share between FSK and the combined company.

 The Company has added footnote disclosure to the capitalization table
that explains that the pro forma combined company net asset value per share was calculated by dividing the pro forma combined company’s net assets by the pro forma combined company’s outstanding shares.

Accounting Treatment of the Merger

Page 86

13.
 Explain supplementally and add disclosure in the amendment(s) to the Registration Statement that
describes the following:

•

 the valuation method to be used for the assets acquired;

•

 whether the allocation of fair value will create a day one gain or loss and, if the allocation creates a
day one gain, provide a representation to the Staff that FSK will not factor in such day one gain in any future incentive fee calculations;

•

 the effects of a purchase accounting premium or discount;

•

 whether the Merger results in a realization event for the incentive fee.

For all responses to this comment, cite to applicable U.S. GAAP standards.

The Company has revised the disclosure in Pre-Effective Amendment No. 1 accordingly. In addition, the Company has
supplementally furnished to the Staff a memorandum regarding the accounting treatment of the Merger.

 Senior Securities Tables

Pages 113-114

14.
 Supplementally confirm that the senior securities tables for both FSK and FSKR will be updated to reflect
December 31, 2020 information in the amendment(s) to the Registration Statement if required.

The Company supplementally confirms that the senior securities tables for both FSK and FSKR will be updated to reflect December 31, 2020 information in
the amendment(s) to the Registration Statement if required.

 Incorporation by Reference

Page 191

15.
 Supplementally confirm that other financial information included in the Form N-14 will be updated as of December 31, 2020 in the amendment(s) to the Registration Statement and links will be included if required therein.

The Company supplementally confirms that other financial information included in the Form N-14 will be updated as of
December 31, 2020 in the amendment(s) to the Registration Statement, if required, and if applicable links to the Fund Parties’ Annual Reports on Form 10-K will be included in the Registration
Statement.

 4

 Disclosure Comments

Stockholder Letters

16.
 Supplement the disclosure to include a plain English, high-level description of parties to the Merger
Agreement, their relationship and the transactions contemplated by the Merger Agreement and the Proposed FSK Investment Advisory Agreement.

The Company has revised the disclosure in Pre-Effective Amendment No. 1 accordingly.

17.
 Supplement the disclosure to include a plain English description of the impact of the Merger and the
combined company’s entry into the Proposed FSK Investment Advisory Agreement on the stockholders of each Fund Party (including the impact of the removal of the total return lookback provision from the Existing FSK Investment Advisory
Agreement).

 The Company has revised the disclosure on in Pre-Effective Amendment
No. 1 accordingly.

18.
 Supplementally confirm why the Fund Parties selected a multi-step merger structure rather than a one-step merger structure.

 The Company supplementally confirms that the Fund Parties
structured the Merger as a two-step merger structure rather than a one-step merger because this is the most common structure used by BDCs in M&A transactions. The
Company also notes that, under the structure, the Merger will be treated as a tax-free “reorganization” under Section 368(a) of the Code and stockholders of the Fund Parties are not expected to
recognize any gain or loss for U.S. federal income tax purposes as a result of the Merger, except with respect to any cash received by FSKR stockholders in lieu of fractional shares of FSK Common Stock. The parties have also structured the Merger as
a two-step merger transaction, rather than a one-step merger transaction, so as to preclude imposition of corporate-level income tax should the transaction fail to
qualify as a “reorganization” under Section 368(a) of the Code and FSKR fails to qualify as a “regulated investment company” under the Code (a “RIC”) for any reason. Under Internal Revenue Service Revenue Rulings 2001-26, 2001-1 C.B. 1297, and 2001-46, 2001-42 I.R.B. 321, if an integrated transaction such
as the Merger qualifies as a reorganization, the first step would be disregarded for U.S. federal income tax purposes.

19.
 Briefly disclose why the Merger is being proposed, why the Merger is being proposed at this time and the
anticipated impact of the Merger and the Proposed FSK Investment Advisory Agreement on stockholders of each Fund Party.

 The
Company has revised the stockholder letters to state why the Merger is being proposed, why the Merger is being proposed at this time and the anticipated impact of the Merger and the Proposed FSK Investment Advisory Agreement on stockholders of each
Fund Party.

20.
 Disclose whether each Fund Party’s valuation policies and procedures are identical in all material
respects.

 The Company has revised the disclosure in Pre-Effective Amendment No. 1
to provide that the valuation policies and procedures of the Fund Parties are identical in all material respects.

21.
 Simplify the description of what each holder of FSKR common stock will receive as consideration in the
First Merger to be in plain English. Reference is made to alternative disclosure on page 39.

 The Company has revised the
disclosure in Pre-Effective Amendment No. 1 accordingly.

22.
 The disclosure contemplates the possibility that the FSK Special Meeting and the FSKR Special Meeting
will be held virtually. Supplementally confirm that a virtual meeting is consistent with applicable state law and the governing documents of each of the Fund Parties. If the Special Meeting is held virtually, please advise whether the Company
contemplates intentiona