Sec Form 13D Filing - Franklin Square Holdings L.P. filing for KKR FS Income TrustKKR FS Income Trust - 2023-08-30

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

(Amendment No. 2)*

Under the Securities Exchange Act of 1934

 

 

KKR FS Income Trust

(Name of Issuer)

 

Common Shares of Beneficial Interest, par value $0.01 per share

(Title of Class of Securities)

 

48255N 100

(CUSIP Number)

 

Michael C. Forman

KKR FS Income Trust

201 Rouse Boulevard

Philadelphia, PA 19112

(215) 495-1150

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

With copies to:

 

James A. Lebovitz, Esq.

Eric S. Siegel, Esq.

Clay Douglas, Esq.

Dechert LLP

Cira Centre

2929 Arch Street

Philadelphia, PA 19104

Tel: (215) 994-4000

Fax: (215) 994-2222

 

August 29, 2023

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.  

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

 

 

1		NAMES OF REPORTING PERSONS   Franklin Square Holdings, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP   (a) ¨                  (b) x
3		SEC USE ONLY
4		SOURCE OF FUNDS   WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER (See Item 5)   0
				8		SHARED VOTING POWER (See Item 5)   377,522.2099(1)
				9		SOLE DISPOSITIVE POWER (See Item 5)   0
				10		SHARED DISPOSITIVE POWER (See Item 5)   377,522.2099(1)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   377,522.2099(1)
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Item 5)   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.2%
14		TYPE OF REPORTING PERSON   PN

 

(1)

Includes 377,522.2099 Class I common shares of beneficial interest, par value $0.01 per share (the “Shares”), of KKR FS Income Trust (the “Fund”) held by FSH Seed Capital Vehicle I LLC (the “Seed Vehicle”), a wholly-owned special purpose financing subsidiary of Franklin Square Holdings, L.P. (“FSH”). As the direct parent of the Seed Vehicle, FSH may be deemed to have shared voting and dispositive power of the Shares held by the Seed Vehicle.

  

1		NAMES OF REPORTING PERSONS   FSH Seed Capital Vehicle I LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP   (a) ¨                  (b) x
3		SEC USE ONLY
4		SOURCE OF FUNDS   AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER (See Item 5)   0
				8		SHARED VOTING POWER (See Item 5)   377,522.2099
				9		SOLE DISPOSITIVE POWER (See Item 5)   0
				10		SHARED DISPOSITIVE POWER (See Item 5)   377,522.2099
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   377,522.2099
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Item 5)   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.2%
14		TYPE OF REPORTING PERSON   OO

 

 

1		NAMES OF REPORTING PERSONS   Michael C. Forman
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP   (a) ¨                  (b) x
3		SEC USE ONLY
4		SOURCE OF FUNDS   AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER (See Item 5)   0
				8		SHARED VOTING POWER (See Item 5)   377,522.2099(2)
				9		SOLE DISPOSITIVE POWER (See Item 5)   0
				10		SHARED DISPOSITIVE POWER (See Item 5)    377,522.2099(2)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   377,522.2099(2)
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Item 5)   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.2%
14		TYPE OF REPORTING PERSON   IN

(2)

Includes 377,522.2099 Shares held by the Seed Vehicle, a wholly-owned special purpose financing subsidiary of FSH. Mr. Forman and Mr. Adelman each own equal interests in the general partner of FSH, the direct parent of the Seed Vehicle, and may be deemed to have shared voting and dispositive power of the Shares held by FSH and the Seed Vehicle.

 

 

1		NAMES OF REPORTING PERSONS   David J. Adelman
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP   (a) ¨                  (b) x
3		SEC USE ONLY
4		SOURCE OF FUNDS   AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER (See Item 5)   0
				8		SHARED VOTING POWER (See Item 5)   377,522.2099(3)
				9		SOLE DISPOSITIVE POWER (See Item 5)   0
				10		SHARED DISPOSITIVE POWER (See Item 5)   377,522.2099(3)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   377,522.2099(3)
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Item 5)   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.2%
14		TYPE OF REPORTING PERSON   IN

 

(3)

Includes 377,522.2099 Shares held by the Seed Vehicle, a wholly-owned special purpose financing subsidiary of FSH. Mr. Forman and Mr. Adelman each own equal interests in the general partner of FSH, the direct parent of the Seed Vehicle, and may be deemed to have shared voting and dispositive power of the Shares held by FSH and the Seed Vehicle.

 

 

Item 1.

Security and Issuer.

 

This Amendment No. 2 to Schedule 13D (this “Amendment”) amends and supplements the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission on May 31, 2023 (the “Original Statement”), as amended and supplemented by Amendment No. 1 to Schedule 13D filed with the U.S. Securities and Exchange Commission on July 5, 2023 (“Amendment No. 1”, and together with the Original Statement, the “Prior Statements”), relating to the common shares of beneficial interest, par value $0.01 per share (the “Shares”), of KKR FS Income Trust (the “Fund”), a Delaware statutory trust that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended, with its principal executive offices located at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112. Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Prior Statements. Except as otherwise provided herein, each Item of the Prior Statements remains unchanged.

 

Item 5.

Interest in Securities of the Issuer.

 

“Item 5. Interest in Securities of the Issuer” of the Prior Statements is hereby amended and restated as follows:

 

“(a)-(b) The Reporting Persons’ responses to Rows 11, 12 and 13 of the cover page of this Schedule 13D that relate to the aggregate number and percentage of Class I Shares beneficially owned by the Reporting Persons are incorporated herein by reference. The Reporting Persons’ responses to Rows 7, 8, 9 and 10 of the cover page of this Schedule 13D that relate to the number of Class I Shares as to which the Reporting Persons have sole or shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition are incorporated herein by reference. The aggregate percentage of Class I Shares reported as beneficially owned by the Reporting Persons was calculated based on 8,457,385 Class I Shares outstanding as of August 29, 2023, which constitute all of the issued and outstanding Shares as of August 29, 2023.

 

(c) Except as set forth herein, the Reporting Persons have not engaged in any transactions in the Shares during the past sixty days.

 

(d) Not applicable.

 

(e) As each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the outstanding Class I Shares on August 29, 2023, the filing of this Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.”

 

Item 7.

Material to Be Filed as Exhibits.

 

Exhibit No.		Description
1		Agreement Regarding the Joint Filing of Schedule 13D by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to Schedule 13D filed with the U.S. Securities and Exchange Commission on May 31, 2023).
3		Seed Subscription Agreement, dated as of July 21, 2022, between the Fund and the Seed Vehicle (incorporated by reference to Exhibit 99.3 to Schedule 13D filed with the U.S. Securities and Exchange Commission on May 31, 2023).

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: August 30, 2023

 

	FRANKLIN SQUARE HOLDINGS, L.P.
	By:	/s/ Michael C. Forman
		Name:Michael C. Forman
		Title:Chief Executive Officer
	FSH Seed Capital Vehicle I LLC
	By:	Franklin Square Holdings, L.P., as Sole Member
	By:	/s/ Michael C. Forman
		Name:Michael C. Forman
		Title:Chief Executive Officer
	/s/ Michael C. Forman
	Michael C. Forman
	/s/ David J. Adelman
	David J. Adelman