| 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 30, 2017
VIA EDGAR
Marianne Dobelbower, Esq.
Securities and Exchange Commission
Division of Investment Management, Disclosure Review Office
100 F Street, N.E.
Washington, DC 20549
| Re: | FS Investment Corporation III |
Post-Effective Amendment No. 8 to Registration Statement on FormN-2 (FileNo. 333-191925)
Dear Ms. Dobelbower:
We respectfully request on behalf of FS Investment Corporation III (the “Company”) that the staff of the Division of Investment Management (the “Staff”) of the Securities and Exchange Commission (the “Commission”) afford selective review in accordance with Securities Act Release No. 6510 (Feb. 15, 1984) to the Company’s Post-Effective Amendment No. 8 to the Registration Statement on FormN-2 (FileNo. 333-191925) filed on March 28, 2017 (“Post-Effective Amendment No. 8”). Post-Effective Amendment No. 8 relates to the continuous offering under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of up to 400,000,000 shares of common stock.
The disclosure contained in Post-Effective Amendment No. 8 is substantially similar to the disclosure contained in the Company’s Registration Statement onForm N-2 (File No. 333- 215360) (the “Registration Statement”), which was filed on December 29, 2016 and for which the Company received comments by the Staff on January 31, 2017 (the “January 2017 Staff Comments”). The Company filed Post-Effective Amendment No. 8 to update its audited financial statements to include audited financial statements and notes thereto for the year ended December 31, 2016 so as to comply with Section 10(a)(3) of the Securities Act.
In addition, Post-Effective Amendment No. 8 contains, among other things, the following changes from the Registration Statement: (i) adds or deletes information in respect of the filing being a post-effective amendment rather than a new registration statement; (ii) updates financial information disclosure; (iii) adds disclosure included in previously filed prospectus supplements and post-effective amendments, (iv) adds, deletes and/or modifies disclosure related to (a) market opportunity, (b) risk factors, (c) biographies for executive officers, directors, and key personnel of
 | Marianne Dobelbower March 30, 2017 Page 2 | |
the Company’s investmentsub-adviser, (d) potential conflicts of interest with the Company’s investmentsub-adviser, and (e) taxation; (iv) adds and revises disclosure in response to January 2017 Staff Comments; and (v) other generalclean-up comments.
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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: | Stephen S. Sypherd |
FS Investment Corporation III