Good morning, ladies and gentlemen. Welcome to the FS KKR Capital Corp Second Quarter 2024 Earnings Conference Call. Your lines will be in listen-only mode during remarks by FSK’s management. At the conclusion of the company's remarks, we will begin the question-and-answer session, at which time I will give you instructions on entering the queue. Please note that this conference is being recorded. At this time, Anna Kleinhenn, Head of Investor Relations, will proceed with the introduction. Ms. Kleinhenn, you may begin.

Thank you. Good morning and welcome to FS KKR Capital Corp's second quarter 2024 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 yesterday. In addition, FSK has posted on its website a presentation containing supplemental financial information with respect to its portfolio and financial performance for the quarter-ended June 30, 2024. A link to today's webcast and the presentation is available on the Investor Relations section for 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 second quarter earnings release that was filed with the SEC on August 6, 2024. 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, Chief Executive Officer and Chairman, Dan Pietrzak, Chief Investment Officer and Co-President, Brian Gerson, Co-President, and Steven Lilly, Chief Financial Officer. Also joining us on the call are Co-Chief Operating Officers Drew O'Toole and Ryan Wilson. I will now turn the call over to Michael.

Thank you, Anna, and good morning, everyone. Thank you all for joining us today for FSK's second quarter 2024 earnings call. During the second quarter, FSK generated net investment income totaling $0.77 per share and adjusted net investment income totaling $0.75 per share as compared to our public guidance of approximately $0.74 cents and $0.71 per share, respectively. As we look at our borrower’s operating performance for the quarter, we continue to see strong results as most companies have adjusted the higher base rate environment. We did, however, see some stress on investments placed on our accrual in the prior quarters. Our work on investment teams have continued working toward resolutions for these portfolio companies, and the team will go into more detail on this later in the call. From a liquidity perspective, we ended the quarter with approximately $4.7 billion of available liquidity. Our board has declared a total third quarter distribution of $0.70 per share, consisting of our base distribution of $0.64 per share and a supplemental distribution of $0.06 per share. We continue to believe investors will be able to receive a minimum of $2.90 per share of total distributions in 2024, which equates to a 12.1% yield on our June 30, 2024 net asset value of $23.95 per share and a yield of approximately 15% based upon our recent share price. As Dan will discuss in more detail during his comments, the market remains competitive as all lenders have experienced some amount of spread compression. During the first half of 2024, the investment team originated $2.7 billion of investments, of which $1.3 billion more originated during the second quarter. From a forward-looking perspective, despite the expectation that the Fed may begin reducing interest rates as early as September, we believe the elevated rate environment, coupled with our still significant level of spillover income, will continue to drive FSK's earnings and provide support for the attractive base and supplemental distributions we are paying our shareholders. 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. The first half of this year has been characterized by a strong economic backdrop. However, recent economic data has surfaced some concerns over the health of the U.S. economy. Global markets have evolved and adapted to the current interest rate and inflationary environment. However, the domestic political environment and the international geopolitical situation remain extremely complex. As a result, and with certain recent market moves, we expect market volatility to remain elevated. Regardless of the election outcome, we believe government spending will likely remain elevated, regardless of which political party wins the White House. Importantly, productivity in the U.S. remains high, which should allow many companies to continue their level of sustained growth despite higher wages and inventory costs. As Michael mentioned, competition for new investments continues to remain elevated as M&A volumes remain below average. That being said, the investment opportunities we have been evaluating continue to be of higher quality as financial sponsors seek to return capital to LPs by monetizing many of their top performing assets. These market inputs have resulted in tighter pricing for new transactions, as well as an increased level of requests from existing portfolio companies to amend and reduce pricing related to loans originated over the last two to three years. At the same time, though, we are starting to see some stabilization in pricing for new deals, which we view positively. We believe the continued uncertainty around both the election and the timing of future rate cuts are the drivers of the still slower M&A environment. However, we still expect to see an increase in M&A activity over the coming months. During the second quarter, we originated $1.26 billion of new investments. Approximately 70% of our new investments were focused on add-on financings to existing portfolio companies and long-term KKR…

Thanks, Dan. At the end of the second quarter, our investment portfolio had a fair value of $14.1 billion, consisting of 208 portfolio companies. This compares to a fair value of $14.2 billion and 205 portfolio companies as of March 31, 2024. Leverage remained relatively flat quarter-over-quarter, and the decline in our investment portfolio's fair value was primarily driven by unrealized depreciation relating to three investments, Miami Beach Medical Group, and Bowery Farming, which has been on non-accrual, and Kellermeyer-Burgenson Services, which was restructured in the first quarter. While smaller investments from a cost and fair value perspective, Miami Beach and Bowery continue to be under pressure and we are working with both companies to maximize our recovery. We are pleased with the progress that KBS is making under our collective ownership and are optimistic about its future prospects. At the end of the second quarter, our 10 largest portfolio companies represented approximately 20% of the fair value of our portfolio, which is in line with prior quarters. We continue to focus on senior secured investments as our portfolio consisted of approximately 58% first lien loans and 66% senior secured debt as of June 30th. In addition, our joint venture represented 9.8% of the fair value of our portfolio. As a result, when investors consider our entire portfolio, looking through to the investments in our joint venture, then first lien loans total approximately 67% of our portfolio and senior secured investments, total approximately 74% of our portfolio as of June 30th. The weighted average yield on occurring debt investments was 12% as of June 30th, a decrease of 10 basis points compared to 12.1% as of March 31, 2024. The decrease is primarily triggered with a lower spreads on new investments and the repricing of certain investments during the quarter.…

Thanks, Brian. Our total investment income increased by $5 million during the second quarter to $439 million. The primary components of our total investment income during the quarter were as follows. Total interest income was $353 million, an increase of $3 million quarter-over-quarter. Dividend and fee income totaled $86 million, an increase of $2 million quarter-over-quarter. Our total dividend and fee income during the quarter is summarized as follows. $52 million of recurring dividend income from our joint venture, other dividends from various portfolio companies totaling approximately $16 million during the quarter, and fee income totaling approximately $18 million during the quarter. Our interest expense totaled $115 million during the quarter, a decrease of $1 million quarter-over-quarter, and our weighted average cost of debt was 5.3% as of June 30. Management fees totaled $54 million, a decrease of $1 million, and incentive fees totaled $45 million, an increase of $2 million quarter-over-quarter. Other expenses totaled $10 million, an increase of $2 million quarter-over-quarter. The detailed bridge and our net asset value per share on a quarter-over-quarter basis is as follows. Our ending 1Q 2024 net asset value per share of $24.32 was increased by GAAP net investment income of $0.77 per share and was decreased by $0.39 per share due to a decrease in the overall value of our investment portfolio. Our net asset value per share was reduced by our $0.70 per share quarterly distribution and also the $0.05 per share special distribution. These activities result in our June 30, 2024 net asset value per share of $23.95. From a forward-looking guidance perspective, we expect third quarter 2024 GAAP net investment income to approximate $0.72 per share, and we expect our adjusted net investment income to approximate $0.70 per share. Detailed third quarter guidance is as follows. Our recurring…

Thanks, Steven. In closing, we've had a productive first half of 2024. First, origination activity increased from muted 2023 levels, resulting in the deployment of capital into compelling new transactions. Second, our underlying portfolio companies generally continue to perform well, and we've made significant progress restructuring certain non-accruing investments. Lastly, we continue to fully earn both our base and supplemental distributions on a per share basis and pay at a 15% dividend yield based on our currently expected full year distribution of $2.90 per share in our recent market share price. As we look towards the second half of the year and beyond, we believe the future opportunity for our platform is extremely attractive. On behalf of the team, we thank you all for joining the call and for your continued support. And with that, operator, we'd like to open the call for questions.

[Operator Instructions] Our first question comes from the line of Finian O’Shea of Wells Fargo. Finian O’Shea: Hey, everyone. Good morning. Our first question, can you talk about the spillover picture, what sort of, I don't know if you guys give the dollar number, but I think it's probably a pretty stretched percentage of income or NAV and what plans you have with that or what sort of options you're looking at.

Yes, Fin, I'm happy to start there. And Steve, you might want to add to that. I think we've always thought about having two to three quarters of spillbacks come there. I think we're kind of the middle to sort of the upper end of that range, which I think we're happy with. I think that provides a nice protection as we think about longer-term dividend coverage. But, Steven, anything you want to add there?

Yes. Fin, I would just say that the $0.05 per quarter special distribution that we have just completed that program that took us from kind of really close to three quarters of spillover down to something in the sort of 2.8 range now in terms of quarters of dividends, so that program did everything we wanted it to do and now we're in the position as Dan says if rates are to fall then we have that cushion from a distribution standpoint, if we wish to use it. Finian O’Shea: Okay, that's helpful, and I think Steven's your guidance. I heard a lower income on the ADF book, is that correct and seeing what the market dynamics are or if it's idiosyncratic.

I don't even think it's idiosyncratic, any of idiosyncratic, Fin, necessarily that those deals I think because they're a little bit more highly structured are not necessarily just as consistent as it relates to dividends on a quarter by quarter basis. I think there's great consistency over what's called the life of the deal. I think we've been very pleased with what we've seen in the market there. Some of the tailwinds surrounding regional banks have persisted. That's been a nice amount of deal flow. And I think we like the footprint we have as a platform there. But I don't think it's anything more than timing.

Our next question comes from the line of Mark Hughes of Truist.

Yes, thank you, good morning. Where you had refi that perhaps you passed on, what was your experience in terms of, were you more selective this quarter than in prior quarters? Was that a spread issue? How much was the competition a driver of that? And if you addressed this earlier, I apologize, I jumped on the call a little bit late.

No, no worries, good morning, Mark. I think you're probably broadening that to both refinancings as well as kind of repricing. I think from time to time, if these things are coming up and we're either a little bit more negative on the sector or the company, we may very well use that as an opportunity to lighten our position or look to potentially get repaid. So I would just call it a credit call. And that could be, again, company leverage sort of sector. And I think it's our job to be dynamic as we think about that.

And generally, we see repricing get very well-performing credits where the company and sponsor come to us and ask us to mark the credit to market from a pricing perspective, and I think our view is that given that those loans tend to be past their call protection, the idea of staying invested on market terms in a credit that we know and like is viewed positively because our alternative would be to get repaid and then go out and find a new investment at the same spread level. So we think it makes all the sense in the world to play in the right ones and we'll continue to do so.

Mark, just one more point there. I think when we are doing that, though, as a general rule of thumb, we are either looking for some sort of upfront fee as it relates to the repricing or at a minimum extending call pro to keep some optionality for the benefit of the lender.

Understood. Thanks for that clarification. The opportunities in asset based finance, how do you see that as we sit here today?

Yes, I mean, I was looking to this with Fin's question, I think, broad stroke positive, right. Just if you think about the setup of the market, large size market, in our mind, close to $7 trillion or sort of on the path to there, that's bigger than the high yield bond market, the syndicated loan market, the direct lending market combined. There has not been what's called scaled capital raise there. There's not a lot of scale players who, like ourselves, I think we're fortunate with 60 odd billion of AUM and 50 plus people. So I think just the setup as well or the setup is strong. We have seen, we'll call it certain tailwinds there. We've been very active in buying loan portfolios from banks that we've some of those deals have been pretty sort of public sort of out there. I think we're able to source attractive, risk adjusted returns there. So at space we remain quite constructible.

And I'm not sure if you touched on this, but anything recently with some of the turbulence in the economy, anything you've heard from portfolio companies that would indicate any kind of material change, or are you feeling like steady she goes, at least as you're seeing in your portfolio companies you're experiencing?

Yes. I mean, that's probably a pretty broad question, right. I mean, I think the recent economic volatility in the equity markets has been a bit kind of yo-yo like for the last four or five trading days. I think that probably spiked a little bit more focus. I think it's our job to be in the cautious camp generally. I think I would probably be balanced with, on one hand, we've been pleased with what we've seen. You can see that from the EBITDA growth numbers. On the other hand, I think we have to clearly acknowledge there's less free cash flow in the system considering where rates are. That makes, or that provides certain challenges if there is sort of a bump in the road. The company just doesn't have the same flexibility or moves they might have had prior. So I think that's kind of top of mind. I mean, you touched on the asset back sort of comment. I think we have centered ourselves if we are investing in consumer-related exposures there in the more prime part of the market. I think we've been quite happy with what we've seen there as it relates to the performance there. Probably a little bit more worried as you go down market credit quality on the consumer side.

Our next question comes from the line of Kenneth Lee of RBC Capital Markets.

Hey, good morning. Thanks for taking my question. Just one follow-up on the asset-based financed contribution to third quarter income, the dividends there. And I just want to get a better understanding, is there anything that drives the timing, any kind of macro inputs, or is it really difficult to predict and could be a little episodic there? Thanks.

Yes. No problem. And I wouldn't think about it at all in kind of the macro context. Obviously, if macro environment changes meaningful one way or the other, the portfolio of financial or hard assets that were invested, it might sort of change. I would just really equate this more to a timing sort of point. And I'll give you maybe two simple examples. If we own a portfolio of aviation leasing assets and those are contracted sort of cash flows, we're getting in, but if we're in the midst of selling certain of those assets, those asset sales, some might happen one quarter, some might happen a couple quarters down the road, so a bit non-linear in that sort of sense. There could be other deals where we've used the capital markets to finance ourselves. Sometimes those capital markets transactions will divert cash flow to the senior tranche to delever themselves. That's not negative at all from a value perspective. It's a timing of cash flow point, but those would be two probably simplistic examples.

And I wouldn't characterize it as difficult to predict. I think Dan said it right, which is just non-linear in certain cases.

Got you. Super helpful there. And just one follow-up, if I may. In terms of the leverage, I think in the past you've talked about being closer to the higher end of the target range. Just wanted to see if there's any kind of updated outlook. Where would you feel comfortable in terms of leverage turning over the near term? Thanks.

No, and that's a good question, Ken. Thank you. I think there's a couple of points there. One, I don't think our range has changed, right. We like the one to kind of one and a quarter. I would argue we're at the kind of lower side of that on that net basis. So I think there's some room to kind of add there. I think that's helpful and can provide a certain amount of benefits to the earnings side. There's also additional leverage capacity down at the joint venture level, which would be the same. I think we are quite happy with the liability side of our balance sheet. We were happy to get that $600 million deal done this quarter. I think the number was roughly 72% of our debt outstanding this quarter is from the unsecured bond market. We've got a lot of undrawn capacity on the revolver. We've effectively funded our ‘24 maturities. So I think we've got some room there would be the short answer.

Our next question comes from the line of Melissa Wedel of JPMorgan.

Good morning, thanks for taking my questions today. Quick follow up, I think I caught the average EBITDA on new originations, but I might have confused that with average EBITDA on the portfolio. Was it the case that the average EBITDA on originations came down quite a bit this quarter from the first quarter?

Give me one second, Melissa, just to sort of touch base on that. Yes, I think the average EBITDA was $127 million in the quarter. I think that's probably more in line with the median EBITDA of the entire portfolio. I don't probably read that much into that other than just kind of the deal flow that occurred during this 90-day period. That said, I think it is important to note, I mean, we're pretty focused on having a broad origination footprint, right. We do talk about being focused on the upper end of the middle market, but we're usually defining that as $50 million to $150 million of EBITDA. We will do deals that are below that, I'd say probably $25 million is kind of a floor. Probably a higher bar, the smaller the company is, that's just what we've seen from a risk perspective or where we're getting, we think, appropriately paid for the risk. And then it is more than just a sponsor sort of effort, right. We're focused on both the sponsor as well as the non-sponsor channels. The entire goal is to make the origination funnel as big as possible so we can try to be as selective as possible when we're picking new deals to do.

I'd also point out that the weighted average spread on those transactions was S plus 5.50. As Dan mentioned, leverage was right around 5.1x, and LTB was just a smidge north of 40%. So feel good about those credits.

Got it. Thank you for that clarification. It does seem a little bit consistent with what we've heard from some other teams where some of the better risk-adjusted opportunities were a little bit lower than sort of the super upper middle market range more recently. I guess the question, when you look at your pipeline going forward, do you expect that to sort of persist? Or do you expect to go back up to the really upper tier of the middle market and then I'll leave it there. Thank you.

Yes, no. I think it's fair to expect that that's where it would sort of continue to sort of play out, right. Because if we are defining that sweet spot as the $50 million to $150 million, that's kind of where the medium of the portfolio is sort of sitting. Now, I'm not surprised that others would be saying that very upper end or even these larger companies, the $250 million sort of plus, are a little bit less attractive sort of now than they were before. We would agree with that. You had a period in ‘22 and ‘23 where the syndicated loan market was closed. The private debt market was the only game in town. So you were getting paid, in our opinion, kind of exceptionally well for those. Now, those just companies would have more options. So that wouldn't sort of surprise us. And we have always had the view that these markets will coexist. They have for some sort of period of time. We just have the view that volatility will persist and will provide opportunities for ourselves and other private debt providers.

Our next question comes from the line of Sean-Paul Adams of Raymond James Investments.

Good morning. On Kellermeyer, you guys said you are pretty happy with the progress, but the equity was written down approximately 50%. Should we expect that even if progress continues to be positive, if there's any more downside in that asset?

Yes, I think that's a very fair question. I think we are happy with all the work that us and the other lenders there have been doing as we've moved that company outside of the sponsor ownership and inside or under the control of that sort of group. These are kind of Herculean lists. We've got a lot of great resources on our work on and restructuring team as do I think the other lenders involved there. So the equity sort of mark is a little bit of a point in time with how earnings may have either moved or market multiples might have moved but I think when we talk about the progress talking about there's a longer term gain there about stabilizing and hopefully growing that business.

Yes, look and I think in terms of KBS, a couple more things, clearly given that the equity is levered small movements in EBITDA are going to have outside impacts on a quarterly basis on that mark. We are happy with where this thing is trending. We are working with management. We have a new value creation plan in place. We're definitely focused operationally on this business on how to reduce churn, improve operations, reduce SG&A et cetera, et cetera. A lot of work is being done in the background there and I think really the proof in that is going to be over the longer term and we are bullish on the prospects of this business.

Perfect thank you for that color. Turning to just new originations and spread compressions, you guys said that the quality of the investment opportunities is high and that the top performers are actually being moved by the sponsors. How much if any of the current spread compression is actually mixed related due to the higher quality companies already having embedded lower spreads and how much is like for like credit quality spread compression versus just raw competitive pressure.

Yes, there's not a -- there's probably not a perfect answer to that. I would probably try to break it down a little bit. We have seen let's say these higher quality businesses being the ones that are being moved by certain sponsors, right. We do know very clearly there's a fair amount of pressure on GPs broadly from their LPs to monetize assets so those LPs can get some money back and these better assets, I think, just have not had the moves on valuation multiples. So they're more perfect for the candidates to sell. I think the spread [inaudible] or the spread compression probably more broadly, I would probably go through the journey of, if you think about January ‘22, the regular way deal was, let's call it, 5.75. That probably gapped out to 6.50 in the summer of ‘23. That was all due to a clear belief, or a clear concern about where the economy was going, hard landing, soft landing, and that sort of debate. I think once inflation was deemed to be more under control, and this view, I mean the market until probably recently has not even been talking about a soft landing, been talking about sort of growth. So the average spreads probably came down closer to 500, right. Now, I wouldn't say we were surprised by that. Obviously, we would like the loan portfolio to be as wide as possible. But in most fixed income instruments, when the benchmark moves as much as it has, credit spreads do tighten. And if you think about just the regular way loan and the examples I gave, the January 2020 loan was probably 7.5%, 8% kind of all in. And even a loan today is 10.5%, sort of plus percent. So we still think that's really interesting, risk-adjusted returns.

Our next question comes from the line of Bryce Rowe of B. Riley.

Great, thanks a lot. Wanted to maybe start on the supplemental dividend, obviously, you all announced a variable dividend approach some time ago, and the special programs run its course, as you've noted, and it sounds like you've got a decent amount of spillover, maybe almost three quarters of the current regular plus supplemental in your pocket. So, my question is, if we do start to kind of get lower rates and lower earnings, lower NII associated with those lower rates, at what point does the supplemental kind of go away? Are you looking to get the spillover down to, let's call it two quarters worth of base or base plus supplemental?

Yes, and I'll let Brian and Steve instead of, add to this. But I think we have been pretty in trying to listen to the market for a long time about sort of the dividends or the dividend policy, I think, which is why kind of where we are today, that 64 is the base as kind of rates were moving, it felt appropriate to have the supplemental, next to that, we'll call it very comfortable base. And then we did make a statement to the market that we intended to really pay out kind of what we're earning. Hence, that was the $0.05 sort of special, right. I think we are fortunate with the spillback dollars to ensure that, we keep the total 70 consistent, for, extended period of time. Obviously, the whole sector will have some earnings sort of pressure in a downward kind of rate environment. And so I think that's clearly acknowledged. I think we are focused on though where are the levers that we do have for earnings growth, that would go back to the leverage question that we asked before, as well as, looking to reduce any non-income producing assets to sort of help drive that. But if anything else, Steven or Brian, you want to add?

I think you said it well.

Yes, look, I think we do have a couple of larger positions that are non-income producing that we are looking to monetize. We can't guarantee when or if that happens. But that also is pretty meaningful lever for us.

Yes, that's a that's a good segue, Brian, for my kind of the next question. Obviously, good optics around what happened at Global Jet coming off non-accrual and clearly trying to simplify that capital structure to maybe get a better endgame or outcome in place. Is there a kind of a similar playbook with JW Aluminum, given that it is legacy, it's a similar kind of instrument in the capital structure, it's kind of marked at the same level that Global Jet was. Just kind of curious if there's an opportunity to simplify that capital structure and maybe put it in a better position for that monetization outcome.

Do you want to start?

Yes. I mean, look, I think each company sort of has a different ownership base in senior securities. I think in the case of GJC, Global Jet, we had a lot of alignment in terms of simplifying the capital structure. I think in the case of JWA, the capital structure is maybe a little bit more complex with different holders. But I think the focus on monetization of both is still, front and center for us.

And I think that's why we tried to provide the additional clarity in the prepared remarks about, that 12% remains in that legacy sort of bucket. But, four of those positions is roughly 70% or 75% of them. And I wouldn't call it easy to be able to monetize them, three of them are kind of in equity positions where we're not in control. But I think we've done a lot to improve those positions, to stabilize those positions. And I think we've done a lot working together with the other partners in those deals to try to maximize the outcome.

At this time, I’m showing no further questions .I would like to turn it back to Dan Pietrzak for closing remarks.

Well, thank you all for your time today. We're always available for any follow-up points that you may have. Please do enjoy the rest of your summer. And we look forward to speaking to you again in the fall. Have a good day.

Thank you for your participation in today's conference. This concludes the program. You may now disconnect.