SEC Company Response from FS KKR Capital Corp. II (CIK 0001525759) — Mar 2, 2020
FS KKR Capital Corp. II (CIK 0001525759)
Date: March 2, 2020 · CIK: 0001525759 · Accession: 0001193125-20-059135
AI Filing Summary & Sentiment
Letter
VIA EDGAR Securities and Exchange Commission Division of Investment Management, Disclosure Review Office 100 F Street, N.E. Washington, DC 20549 Re: FS KKR Capital Corp. II Preliminary Proxy Statement on Schedule 14A
Dear Mr. Be:
On behalf of FS KKR Capital Corp. II (the “Company”), 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 (“SEC”) in a telephone conversation on February 28, 2020 regarding the Company’s Preliminary Proxy Statement on Schedule 14A filed on February 21, 2020 (the “Proxy Statement”). For your convenience, a summary of the Staff’s comments is presented in bold, italicized text below, and is followed by the Company’s responses, which include references to the changes the Company will reflect in the Company’s Definitive Proxy Statement on Schedule 14A to be filed with the Commission (the “Definitive Proxy Statement”) in response to such comments. Unless otherwise indicated, all page references are to page numbers in the Proxy Statement. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Proxy Statement.
General
Page 32
1. Please provide an explanation in plain English of the current and proposed borrowing limits.
The Company acknowledges the Staff’s comment and will update the disclosure in the Definitive Proxy Statement to include the following statement: “In general, the Company may currently borrow $1 for investment purposes for every $1 of investor equity. Under the Leverage Proposal, the Company would be permitted to borrow $2 for investment purposes for every $1 of investor equity.”
Ray Be, Esq.
March 2, 2020
Page 2
Page 33
2. Please supplementally confirm that the percentages in the following sentence are correct, and if not, revise the Definitive Proxy Statement to correct such percentages: “If the Leverage Proposal is approved, the Company currently expects that it would incrementally increase leverage from (i) 225% to 200% (0.80x to 1.00x debt-to-equity), with an initial target of 220% (0.85x debt-to-equity) without giving effect to the Recapitalization Transaction and (ii) 195% to 180% (1.05x to 1.25x debt-to-equity), with an initial target of 185% (1.10x debt-to-equity) after giving effect to the Recapitalization Transaction.”
The Company acknowledges the Staff’s comment and will revise the applicable sentence in the Definitive Proxy Statement as follows: “If the Leverage Proposal is approved, the Company currently expects that it would incrementally increase leverage from (i) 225% to 200% (0.80x to 1.00x debt-to-equity), with an initial target of 220% (0.85x debt-to-equity) without giving effect to the Recapitalization Transaction and (ii) 195% to 180% (1.05x to 1.25x debt-to-equity), with an initial target of 191% (1.10x debt-to-equity) after giving effect to the Recapitalization Transaction.”
* * * * * * *
Ray Be, Esq.
March 2, 2020
Page 3
If you have any questions or if you require additional information, please do not hesitate to contact me at (215) 994-2510.
Sincerely,
/s/ James A. Lebovitz
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CORRESP
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filename1.htm
CORRESP
Cira Centre
2929 Arch Street
Philadelphia, PA 19104-2808
+1 215 994 4000 Main
+1 215 994 2222 Fax
www.dechert.com
JAMES A. LEBOVITZ
james.lebovitz@dechert.com
+1 215 994 2510 Direct
+1 215 655 2510 Fax
March 2, 2020
VIA
EDGAR
Ray Be, Esq.
Securities and Exchange Commission
Division of Investment Management, Disclosure Review Office
100 F Street, N.E.
Washington, DC 20549
Re:
FS KKR Capital Corp. II
Preliminary Proxy Statement on Schedule 14A
Dear Mr. Be:
On behalf of FS KKR Capital
Corp. II (the “Company”), 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
(“SEC”) in a telephone conversation on February 28, 2020 regarding the Company’s Preliminary Proxy Statement on Schedule 14A filed on February 21, 2020 (the “Proxy Statement”). For your convenience, a
summary of the Staff’s comments is presented in bold, italicized text below, and is followed by the Company’s responses, which include references to the changes the Company will reflect in the Company’s Definitive Proxy Statement on
Schedule 14A to be filed with the Commission (the “Definitive Proxy Statement”) in response to such comments. Unless otherwise indicated, all page references are to page numbers in the Proxy Statement. Capitalized terms used herein
but not defined shall have the meanings ascribed to them in the Proxy Statement.
General
Page 32
1. Please
provide an explanation in plain English of the current and proposed borrowing limits.
The Company acknowledges the Staff’s
comment and will update the disclosure in the Definitive Proxy Statement to include the following statement: “In general, the Company may currently borrow $1 for investment purposes for every $1 of investor equity. Under the
Leverage Proposal, the Company would be permitted to borrow $2 for investment purposes for every $1 of investor equity.”
Ray Be, Esq.
March 2, 2020
Page 2
Page 33
2. Please supplementally confirm that the percentages in the following sentence are correct, and if
not, revise the Definitive Proxy Statement to correct such percentages: “If the Leverage Proposal is approved, the Company currently expects that it would incrementally increase leverage from (i) 225% to 200% (0.80x to 1.00x debt-to-equity), with an initial target of 220% (0.85x debt-to-equity) without giving effect to
the Recapitalization Transaction and (ii) 195% to 180% (1.05x to 1.25x debt-to-equity), with an initial target of 185% (1.10x debt-to-equity) after giving effect to the Recapitalization Transaction.”
The Company acknowledges the Staff’s comment and will revise the applicable sentence in the Definitive Proxy Statement as follows:
“If the Leverage Proposal is approved, the Company currently expects that it would incrementally increase leverage from (i) 225% to 200% (0.80x to 1.00x
debt-to-equity), with an initial target of 220% (0.85x debt-to-equity) without giving
effect to the Recapitalization Transaction and (ii) 195% to 180% (1.05x to 1.25x debt-to-equity), with an initial target of 191% (1.10x debt-to-equity) after giving effect to the Recapitalization Transaction.”
* * * * * * *
Ray Be, Esq.
March 2, 2020
Page 3
If you have any questions or if you require additional information, please do not hesitate
to contact me at (215) 994-2510.
Sincerely,
/s/ James A. Lebovitz
James A. Lebovitz
cc:
David Manion
Stephen S. Sypherd
FS KKR Capital Corp. II