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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 3, 2025

 

 

KKR FS Income Trust

(Exact name of registrant as specified in its charter)

 

 

Delaware   814-01620   88-0591692

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

201 Rouse Boulevard

Philadelphia, Pennsylvania

  19112
(Address of principal executive offices)   (Zip Code)

 

(215) 495-1150

(Registrant’s telephone number, including area code)

 

n/a

(Former name or former address, if changed since last report)

 

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
N/A   N/A   N/A

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company x

 

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. ¨

 

 

 

 

 

 

Item 3.02Unregistered Sales of Equity Securities.

 

On February 3, 2025, KKR FS Income Trust (the “Company”) issued and sold 2,405,580.044 Class I shares (the “Class I Shares”) of the Company’s common shares of beneficial interest (the “Shares”) (with the final number of Class I Shares issued being determined on February 21, 2025) pursuant to subscription agreements entered into with the participating investors for aggregate consideration of $71.253 million.

 

The offer and sale of the Class I Shares were conducted in connection with the Company’s continuous private offering of Shares (the “Private Offering”) in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The Company relied, in part, upon representations from each participating investor in the relevant subscription agreement that such investor is an “accredited investor” as defined in Regulation D under the Securities Act.

 

Item 8.01Other Events.

 

Net Asset Value

 

The net asset value per share of the Class I Shares as of January 31, 2025, as determined in accordance with the Company’s valuation policy, is $29.62.

 

As of February 3, 2025, the Company’s aggregate net asset value was approximately $857.44 million.

 

Status of Offering

 

The Company is currently conducting the Private Offering on a continuous basis for up to $5.0 billion in Shares. As of the date hereof, the Company has issued an aggregate of 31,149,293.578 Class I Shares in the Private Offering for total consideration of approximately $907.803 million. These figures do not include any Shares sold through the Company’s distribution reinvestment plan (if any). The Company intends to continue selling Shares in the Private Offering on a monthly basis.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: February 21, 2025  
   
  KKR FS Income Trust
     
By: /s/ Stephen S. Sypherd
  Name: Stephen S. Sypherd
  Title: General Counsel and Secretary