Good morning, ladies and gentlemen. Welcome to the FS KKR Capital Corp's Third Quarter 2022 Earnings Conference Call. [Operator Instructions]. Please note that this conference is being recorded. At this time, Robert Paun, Head of Investor Relations, will proceed with the introduction. Mr. Paun, you may begin.

Thank you. Good morning, and welcome to FS KKR Capital Corp's Third Quarter 2022 Earnings Conference Call. Please note that FS KKR Capital Corp. may be referred to as FSK, the fund or the company throughout the call. Today's conference call is being recorded, and an audio replay of the call will be available for 30 days. Replay information is included in a press release that FSK issued on November 7, 2022. In addition, FSK is posted on its website, a presentation containing supplemental financial information with respect to its portfolio and financial performance for the quarter ended September 30, 2022. A link to today's webcast and the presentation is available on the Investor Relations section of the company's website under Events and Presentations. Please note that this call is the property of FSK. Any unauthorized rebroadcast of this call in any form is strictly prohibited. Today's conference call includes forward-looking statements and are subject to risks and uncertainties that could affect FSK or the economy generally. We ask that you refer to FSK's most recent filings with the SEC for important factors and risks that could cause actual results or outcomes to differ materially from these statements. FSK does not undertake to update its forward-looking statements unless required to do so by law. In addition, this call will include certain non-GAAP financial measures. For such measures, reconciliations to the most directly comparable GAAP measures can be found in FSK's third quarter earnings release that was filed with the SEC on November 7, 2022. Non-GAAP information should be considered supplemental in nature and should not be considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. In addition, these non-GAAP financial measures may not be the same as similarly named measures reported by other companies. To obtain copies of the company's latest SEC filings, please visit FSK's website. Speaking on today's call will be Michael Forman, Chairman and Chief Executive Officer; Dan Pietrzak, Chief Investment Officer and Co-President; Brian Gerson, Co-President; and Steven Lilly, Chief Financial Officer. Also joining us in the room are Co-Chief Operating Officers, Drew O'Toole and Ryan Wilson. I will now turn the call over to Michael.

Thank you, Robert, and good morning, everyone. Welcome to FS KKR Capital Corp's Third Quarter 2022 Earnings Conference Call. FSK again delivered strong earnings in line with our quarterly guidance. Our results were driven both by the positive impact of rising interest rates and consistent dividend and fee income. During the third quarter, we generated net investment income totaling $0.76 per share and adjusted net investment income totaling $0.73 per share. This compares to our public guidance of approximately $0.76 and $0.72 per share, respectively. Consistent with the overall private debt market, the value of our investment portfolio declined during the third quarter due primarily to spread widening and market multiple contraction. The 2.1% decline in the value of our investment portfolio equated to a 4.2% decline in our net asset value quarter-over-quarter. As Dan will discuss in more detail during his comments, the FS KKR adviser continues to maintain its high-quality credit standards and disciplined underwriting process. We originated approximately $900 million of investments during the third quarter, and we ended the quarter with ample liquidity totaling approximately $2.75 billion. Based on our third quarter financial results, our Board has declared a fourth quarter total distribution of $0.68 per share, which consists of our quarterly base distribution of $0.61 per share and a supplemental distribution of $0.07 per share. In terms of our forward-looking view, while we believe transaction flow for the next few months will continue to be below historical norms, we also believe our favorable liquidity position will enable us to take advantage of quality investment opportunities they present themselves during 2023 and beyond. Additionally, as Steven will discuss later in the call, our net investment income will continue to be positively impacted by the rise in base rates as almost of our yielding debt investment portfolio is comprised of floating rate investments. And with that, I'll turn the call over to Dan and the team to provide additional color on the market and the quarter.

Thanks, Michael. From a market perspective, in the near term, we continue to expect above-average levels of volatility, given the Federal Reserve's primary focus on curbing inflation. We believe the Fed's actions and the resulting impact on the economy will continue to create compelling investment opportunities for large-scale private debt investors, such as KKR over the next several quarters. Our belief is based on the view that before the Fed began increasing interest rates, the private debt market already had established itself as an attractive alternative to the syndicated debt markets. As a result, going forward, we believe sponsors are likely to continue to trust the execution capabilities of the largest platforms in the private debt industry. That being said, we do believe it will take some time for the Federal Reserve's actions over the last several months to be fully absorbed by the economy. And therefore, we believe M&A transaction volumes will remain below average until investors can gain confidence that inflation has stabilized and a greater consensus forms around what the broader economic landscape might look like going forward. Despite the current market backdrop, the vast majority of our portfolio companies continue to experience solid fundamental performance, which we attribute to our focus on larger companies at the upper end of the middle market. Companies with strong competitive positions, resilient cash flows and businesses in noncyclical industries. These types of portfolio companies, due in large parts of their size and market presence, are continuing to find ways to pass along price increases as evidenced by the weighted average year-over-year EBITDA growth of 12%, across portfolio companies in which we have invested in since the establishment of the FS/KKR Advisor in April of 2018. In addition to this EBITDA growth, by continuing to focus on larger companies, we have…

Thanks, Dan. As of September 30, 2022, our investment portfolio had a fair value of $15.8 billion, consisting of 195 portfolio companies. This compares to a fair value of $16.2 billion and 192 portfolio companies as of June 30, 2022. At the end of the third quarter, our 10 largest portfolio companies represented approximately 19% of the fair value of our portfolio. We continue to focus on senior secured investments as our portfolio consisted of 61.9% first lien loans and 70.5% senior secured debt as of September 30. In addition, our joint venture represented 9.3% of the fair value of the portfolio and asset-based finance investments represented 11.6%, equating to an additional 20.9%, which is comprised predominantly of first lien loans or secured asset-based finance investments. The weighted average yield on accruing debt investments was 10.4% as of September 30, 2022, compared to 9.2% as of June 30. As a reminder, the weighted average yield is adjusted to exclude the accretion associated with the merger with FSKR. The increase in our weighted average yield in the third quarter primarily was associated with the continued rise in base rates, a benefit, which will continue to accrue in our favor, given the Fed's actions last week. During the third quarter, excluding the impact of merger accounting, we experienced net portfolio depreciation on investments of approximately $376 million. Approximately 75% of the portfolio depreciation we experienced during the quarter tied primarily to market technicals such as spread widening and market multiple contraction with the remaining 25% due to specific company performance issues related to the current economic environment. The largest negative movers in our portfolio, which are impacted by credit-related issues during the quarter were by Rider Finance LLC and NBG Home. I would also point out that these names both were placed on nonaccrual during the third quarter, which means they are already factored into our third quarter reported earnings. Our new nonaccrual investments during the quarter had a combined fair market value of $56 million. In addition, there were 3 investments that were removed from nonaccrual status during the quarter with a fair market value of $13 million. Based on the third quarter's activity, as of September 30, 2022, nonaccruals totaled 5% of our portfolio on a cost basis and 2.5% on a fair value basis, compared to 4.9% on a cost basis and 2.9% on a fair value basis as of June 30, 2022. And we would note that none of the nonaccruals were related to assets originated by the FS/KKR Advisor since April of 2018. And with that, I'll turn the call over to Steven.

Thanks, Brian. The recent increases in interest rates have positively impacted our net investment income. And as Brian mentioned, we are well positioned to continue to benefit from the Fed's most recent action as 89% of our debt investments or floating rate. From a starting point of September 30, a 100 basis point move and higher and short-term rates ultimately will increase our net investment income by approximately $0.25 per share per year, which equates to approximately $0.06 per share per quarter. As a reminder, there is a detailed breakout of how every 50 basis points of interest rate increases is expected to positively impact our investment income provided in our 10-Q filing. In terms of our financial results for the third quarter, total investment income increased by $32 million quarter-over-quarter, largely driven by increased interest income. The components of our total investment income during the quarter were as follows: Total interest income was $318 million during the third quarter, an increase of $31 million quarter-over-quarter. Dividend and fee income totaled $93 million during the third quarter, an increase of $1 million quarter-over-quarter. Our dividend and fee income during the third quarter is summarized as follows: $50 million of recurring dividend income from our joint venture, other dividends from various portfolio companies totaling approximately $17 million and fee income totaling approximately $26 million. Our interest expense totaled $96 million, an increase of $13 million quarter-over-quarter, due to the fact that we basically were operating at target leverage throughout the quarter as well as the impact of rising base rates. Our weighted average cost of debt was 4.2% at September 30. Management fees were $61 million during the quarter, a decrease of $2 million quarter-over-quarter. Incentive fees totaled $25 million during the third quarter, which is net of the $15 million…

Thanks, Stephen. As we begin focusing on 2023, I believe we are well positioned with respect to our investment and portfolio management team, strong capital structure and committed liquidity position. Going forward, we believe the benefits of size and scale that we and a very few other debt providers offer will further separate us from the broader industry in terms of both transaction volume and asset quality. As we near the completion of our internal portfolio rotation, we believe the forward opportunity for our platform is extremely attractive. And as always, we thank you for your continued support. And with that, operator, we would like to open the call for questions.

[Operator Instructions]. And today's first question will come from John Hecht with Jefferies.

Dan, I'm just wondering, maybe can you describe -- or I guess, Dan or Brian, maybe can you guys describe the deal environment now? I mean, how many deals are you looking at? What are the characteristics of them? And would you rank them as high quality relative to a few years ago or lower quality overall when you're looking at the deal?

Yes, John, it's Dan. I can start. I'd probably -- a couple of different points in there. In terms of deal volumes itself, I think total volumes are down, right? This business is heavily driven by kind of M&A activity. M&A activity has been slowed. That said, we also are seeing some deals that would normally just make their way to the syndicated market because the private debt market is really the market that's open. So that's, I think, a positive fact, and we talked about that in the script. I think there was a lot of tailwinds for private debt going into this. It's long term sort of tied up capital. So I think that tailwind remains and is exacerbated. I think the new lending environment is extremely attractive. I mean, just think about kind of the unitranche products. The OID is probably 1 point wider than it was a year ago. Spreads are probably 100 basis points wider than there was a year ago, call pros better. At the end of the day, it is just a lender-friendly environment, which we're quite frankly excited about. And I think that's going to continue for some time. As I think '23 will be bumpy out of the gate. But those platforms who can play in this market, I think you're going to have quite good investing opportunities.

And I think I'd just add, I think the quality of what we're seeing is good. Quite honestly, given the slowing in deal activity, sponsors are really selling their better companies because that's where they think they're going to get the best possible multiples given what's happened overall in the market. So I think you're seeing better companies and better structures overall.

Okay. That's very helpful. And then you guys -- I think you guys have accomplished everything you set out to do that you stated in your Analyst Day last year, so congratulations on that. But just thinking about the coming year, in the coming quarters, maybe how much of the legacy portfolio do you still have to rotate, what do you think the timing will be there? And then are there any kind of key maturities next year that we should just think about with respect to management and liability structure?

Yes. And I think starting on the liabilities, the short answer is kind of none in terms of maturities. I don't think it's really any maturity, it's still I think we feel quite good about both where we are on the unsecured debt side as well as the fact, and I think we talked about this on our last call, we increased the revolver size wise, we also extended it to the last quarter. So I think our liability structure, we're quite proud of. On the rotation of the legacy book, I mean, if you recall, April 2018, it was probably 70% of the income earning portfolio, it's down sort of 10% today. The overall legacy book including sort of those nonincome-producing assets is probably closer to 15% of the portfolio. When we do kind of peel that onion away a little bit, there's 5 names that make up probably more than half of that. One of them, we've got a good sense is -- actually, I think we know is repaying in the near term. One of them is an amortizing position. And then kind of 3 names we're intimately involved with to try to look to both maximize kind of value, we look to sell those businesses. Those would be PRG so as JWA and Global Jet. So I think you can see a lot of activity coming forward in the next 2 years. But like I said, I do think we're pretty proud of how we've rotated that I think we've talked about some things in the script, just kind of broader portfolio rotations as well. The average EBITDA -- the weighted average EBITDA number up meaningfully the sector exposure transition meaningfully from what I call, less cyclical sort of industry. So still a little bit of work to go there, John, but I think we see the path.

And 1 moment for our next question, that will come from the line of Casey Alexander with Compass Point Research and Trading.

I have 3 here. First of all, $300 million downstream to the credit opportunities portfolio. It feels like a lot this quarter. And what's the opportunity set there that has you driving that much capital down into COP?

I mean I'll go back and kind of check. I don't think that $300 million is necessarily a lot if I looked at the last sort of 4 to 6 quarters. I think that said, we're probably thinking about that entity from a total return perspective and what it enables itself to pay in terms of recurring dividend income to FSK. I think the biggest thing is kind of targeting where we want to be there from a leverage perspective, which we're kind of approaching sort of that number. So I think we're happy with where that entity sits. I think we're happy with how it's grown. And it's -- you go to Steven's kind of prepared remarks, your $50 million plus of recurring dividend income, and we expect that to continue.

Secondly, Steven mentioned that the excise taxes could be $17 million in the fourth quarter. With a variable dividend structure like you have, which is an attractive dividend structure, you can really manage your distribution to your earnings stream. So is it really necessary to have that much spillback when you're managing your distribution stream against your earnings and to continue to have $17 million is a reasonably significant charge against your earnings?

And I'll let Steven sort of add to that. I think we've been thinking about it to ensure that we had kind of 1 to 2 sort of quarters of spillback income, we're kind of at the midpoint, a little bit closer to sort of 2 quarters there. But that's been I think our stated goal and stated objectives. But Steven, you might want to add to that?

Yes. And Casey, I think it's -- our target is, as Dan says, on the low end, 1 quarter on the high end 3 quarter is sort of the range. And that's, I think, a sweet spot, a lot of BDCs tend to operate in. We understand certainly your observation on the dividend and what we're paying there and believe investors have found that to be quite attractive. But from a spillback perspective, look at the excise tax perspective, excuse me, is -- I think it's 4% or so of our -- on a quarterly -- on an annual basis, in our quarterly revenues. So from our standpoint, it's sort of in line with where some other folks are. We think the total spillback number at just north of 2 quarters of dividends is a real healthy position. So maybe we're tending a little conservative there, admit that, but it feels like a very comfortable place to be.

Yes. Well, I would just point out that these spillbacks grew when BDCs had really a fixed dividend level and their earnings would fluctuate, and they needed to make sure that they had a level that would protect them for periods where their earnings fell below the distribution rate. But the variable dividend structure tends to protect the BDCs better from that, and I'm not sure such a large spillback continues to be necessary for a lot of BDCs that have taken that structure. But that's my own soapbox. My last question is, in relation to looking at your portfolio, Dan, you can see where the pressure points are in the portfolio where they're coming because you get the numbers from each of your companies. How aggressively can you get in front of problems with portfolio companies by working with the portfolio company, by working with the private equity sponsor and creating amendments and modifications that allow this portfolio of companies the flexibility to get through this cycle and come out better competitors on the other side.

Yes. Thanks, Casey. I mean I'd put it in a couple of different buckets, right? I think 1 of the great advantages of the private debt market is allowing sort of lenders generally to do that, right? These documents are tighter, they are generally financial covenants. I think you want to be a good and responsible lender, but you want to sort of derisk your positions over time. And we haven't seen, I think, anything outside the normal of kind of amendment activity. And we will not be surprised if that does occur over the coming quarters. I think our expectation and our approach there is we will work with these companies and work with these sponsors to allow them to get to the other side of this. But that said, we're going to look to both reduce risk and where we can reprice our portfolio, albeit to be honest, I think we're going to be more focused on risk. And then I would point out, and I mentioned this in my prepared remarks, I think we've got the team to do that, right? We've talked about this on a handful of prior calls. We've built on our private credit business. Materially, we've built out our work out and governance team, we've built out our portfolio monitoring team. So that is a major focus for us, Casey. If you think about just we will continue to do kind of deals that we find very attractive as an environment, we will continue to see sort of payoffs in the portfolio. We will continue to look to reduce risk and/or sort of reprice the existing portfolio. So that's the focus for the handful of coming quarters.

[Operator Instructions]. And that will come from the line of Ryan Lynch with KBW.

First question I had was just, you talked about kind of looking forward fundings or new kind of portfolio growth will probably be focused more around funding commitments and adding on to existing portfolio companies. But then at the same time, you're talking about the environment being significantly better for deploying capital, spreads have widened and covenants have gotten better, leverage levels are down and just general stronger portfolio companies are getting funded today. But because your leverage level is where it is and kind of your focus just on mostly funding existing commitments and add-ons. Does it put you in a spot where you guys aren't going to be able to benefit as much from kind of the overall outside of your existing portfolio companies, kind of the new deals that are taking place in this marketplace today?

Yes. I don't think that's exactly the way I would look at it. I mean I'm just off the top of my head, one of the biggest realizations in Q3 was our joint venture with Home Partners of America that realized almost $300 million of cash proceeds. It was probably a 2x money multiple deal. I can think of 3 other names that have either repaid or announced to repay, and we're going to kind of recycle that money. One of those names, we actually did the financing for the new sponsor. So I think repayments are definitely slower. We -- I don't expect that to change sort of meaningfully, but I think we will continue to see some, and we will continue to sort of see new deal opportunities and then we are kind of in the middle of our target leverage range. It is important that we kind of stay within that in our mind. So we'll be balanced. So maybe we're not going to be able to be as forward leaning as we might necessarily like. But I do think we'll be able to capitalize on some of that. And going back to Casey's question, I do think some of the existing portfolio when you do either do an add-on or if there is an amendment request that comes on, you have a very good opportunity potentially reprice or derisk the entire loan structure.

[Operator Instructions]. And that will come from the line of Kenneth Lee with RBC Capital Markets.

Just one follow-up on the previous question. You mentioned you don't see debt paydowns picking up anytime soon. One of the key factors that could drive a pickup. Is it going to really depend on M&A activity? Or would there be anything else that could potentially drive a pickup in debt pay down volumes over time?

Thanks, Kenneth. I think M&A would be the biggest point. I mean these -- we don't have a lot of worries about near-term maturities on our assets sort of portfolio. Most of those loans would have gotten done is 5, 6 or 7-year loans. I think as our history has showed us the weighted average life of that loan book is probably somewhere between 3 to 4 years. So it does sort of turn. I think it will be the pickup in M&A volumes, maybe a bit of a pickup in just kind of the broadly syndicated markets as well. But I think that those 2 items are probably correlated. And I think, again, you just sort of tie that together. I mean you can see this quarter, I mean we did $900 million of kind of new deals. You can see the repayment numbers and then the numbers I gave a little bit there was both of Q3 and Q4 for stuff we're seeing in the portfolio. But I think you're right. I think M&A is the big driver.

One follow-up, if I may. You mentioned that all the nonaccruals were within -- were outside of the FS/KKR Advisor originate investments. Wonder if you could just give us a better sense of how the credit performance is for some of these newer investments, the ones originated since 2018?

Yes. Maybe a couple of points there. I mean I think we talked about in the script, year-on-year EBITDA growth for those names has been quite impressive. That was the 12% number. So I think we feel good about that. Obviously, the new names have had a much larger EBITDA number so that you could see the weighted average EBITDA number from April 2018 has grown meaningfully, probably almost grown roughly 3 times as we continue to target that sort of upper end of the middle market. A couple of points that I just mentioned on the nonaccruals. I mean, yes, there was a handful of new names, not necessarily happy about that, but there was names that sort of came off as well. The overall nonaccrual move was roughly 10 basis points. We did talk about in this -- in our prepared remarks, we've done roughly $21 billion of deals since April 2018. None of those deals show up in the nonaccrual numbers, which we think that's important. And then we talked about this, I think, broadly on -- so on the last call as well, the sort of assets from an income-producing perspective attributed to the legacy adviser roughly 10%, but they're roughly 60% of the cost basis of the nonaccrual number. So we know we have some work to do there, but I think we're pretty proud of what we've done from a new origination perspective, and as we continue to sort of rotate this portfolio.

[Operator Instructions]. That will come from the line of Robert Dodd with Raymond James.

Looking, as you said, a more lender-friendly environment, capital more scarce, et cetera, et cetera. So I mean it would tend to imply that while it is a good time to deploy capital, it may be even better in certain verticals. So are there -- and I'm thinking asset-based finance, to be honest. Are there particular areas where the terms and structures are moving even more favorably than the broad market given how scarce capital is in the case of asset-based finance it has been creeping up as a percentage of the portfolio over time. Should we expect that to get maybe a higher share of incremental deployments over the next 12 months maybe or not?

We're probably -- and Robert, we're probably inside the range with where we want to be there, right? We've talked to the market about sort of 10% to 15% sort of ABS sort of bucket. I mean I think we do believe the investing environment there kind of remains quite compelling. I think there's been different kind of shocks to the market in some ways. In some ways, the overall kind of rate shock has probably impacted that market more just from either an end investing perspective or people being forced to reprice kind of loan books. But again, we've been pretty happy with what we've seen there performance-wise. I mentioned the Home Partners realization that happened during Q3, that was roughly $300 million of proceeds received. I think the position had an overall sort of 2x money multiple from the time where it was initially invested, which was probably 2017 or 2018. I think on the thing that remains interesting though, and just more call it the more regular or very private debt markets is your kind of basic deal today is probably 11% sort of plus unlevered. And that is probably a bigger company than usual, which you know we like as we talk about that all the time. But also is probably a deal that has 50% of a plus sort of equity below it, right? And that number in December of 2021 was probably closer to kind of 7% or 7.5%. Now obviously, of that is credit spreads probably of that is additional sort of OID and the rest is kind of the benchmark. But we just think it's a very compelling environment to deploy capital these days. I do think our bar is just higher, a little bit to make sure that we're not making mistakes as we always do, but obviously, it's just more heightened in an environment like this. And we're also the question that Ryan asked I think being mindful about operating inside of our targeted leverage. But a lot of parts of the market are pretty darn interesting right now. The things that probably aren't as much as -- there are certain asset classes that themselves probably have not repriced enough. And if you are using financing, your leverage against those levered returns might be too tight. And I think you're waiting for that market to reprice.

[Operator Instructions]. That will come from the line of Melissa Wedel with JPMorgan.

Most of them have actually been asked already. And I'll follow up here. I don't think I missed it, but if I did, I apologize. Given where portfolio leverage is right now, can you talk about how you're sort of thinking about maintain within that target range, while preserving some capital for future deals, but also how that interacts with your thinking on share repurchase?

Yes. Happy to do that. I think we've put out that target range of 1 to 1.25, right? That's on a net basis. Obviously, these deals were quite hands-on sort of with. So we have a pretty strong view of what expected repayments might be. Those repayments were never necessarily guaranteed. But I think if you look at our almost estimated repayment sheet, you probably have roughly $1 billion of names that we could see get repaid over the -- sort of the next handful of quarters. So I think, Melissa, you're managing that with kind of what new deal opportunities you want to do, coupled with any sort of commitment that you may sort of have outstanding. So it's -- I don't think it's necessarily rocket science, but it's got a bunch of different inputs to kind of go into that. I think at that one-to-one in the quarter, we still have some dry powder if we wanted to, to capitalize on that sort of market opportunity. Obviously, we're just mindful about credit ratings, and we're supposed to be sort of prudent with our overall sort of capital base. So I think it still gives you some wiggle room, but obviously, as you get at or above that sort of target range, you would probably start to get a little bit more worried and I think want to look to bring that down. I think when you couple that with share repurchases, we've had this $100 million plan, we intend to fill that plan. And I think we've been kind of clear with that sort of -- and we've done that with probably the other $500-odd million of shares we have repurchased over the last handful of years and you should expect that in the coming quarters.

And we do have a follow-up from Ryan Lynch with KBW.

I just had one quick follow-up. You mentioned none of the nonaccruals in your portfolio today are from kind of from the new adviser, the 2018 KKR/FS Advisor, which is a really great accomplishment. But I'm just curious, do you have a percentage of those loans on nonaccrual today that were just legacy KKR originated nonaccruals versus the legacy Blackstone/GSO.

I mean we can probably get it for you more formally off-line, Ryan. The only number that I do know off the top of my head is roughly from a cost basis perspective, 60% of the nonaccruals related to the legacy adviser, which is probably -- which is 10% of income-producing assets today. I think it's probably by simple math, you could just say the other 40% million relates to sort of the KKR numbers, which is probably 15% to 20% of income-producing assets to that.

Thank you. And speakers, I'm showing no further questions in the queue at this time. I would now like to turn the call over to Mr. Dan Pietrzak for any closing remarks.

I wanted to thank everyone for their time and questions today. We're always available if you have any follow-up items, please do not hesitate to reach out. Thanks again, and have a good day.

This concludes today's conference call. Thank you for participating. You may now disconnect.