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):September 5, 2017 |
FS Investment Corporation III
(Exact name of Registrant as specified in its charter)
Maryland (State or other jurisdiction of incorporation) | 814-01047 (Commission File Number) | 90-0994912 (I.R.S. Employer Identification No.) |
201 Rouse Boulevard Philadelphia, Pennsylvania (Address of principal executive offices) | | 19112 (Zip Code) |
| Registrant’s telephone number, including area code:(215) 495-1150 |
None
(Former name or former address, if changed since last report)
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:
☐
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)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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
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 1.01. | Entry into a Material Definitive Agreement. |
On September 5, 2017, Center City Funding LLC (“Center City Funding”), a wholly-owned financing subsidiary of FS Investment Corporation III, entered into an eighth amendment and restatement of the confirmation letter agreement (the “Amended and Restated Confirmation”) governing its total return swap (the “TRS”) for senior secured floating rate loans with Citibank, N.A. (“Citibank”). Pursuant to the Amended and Restated Confirmation, the date that Citibank may terminate the TRS was changed from any time on or after September 30, 2017 to any time on or after March 31, 2018 (the “Citibank Optional Termination Date”). No other material terms of the TRS changed in connection with the Amended and Restated Confirmation.
Concurrently with entering into the Amended and Restated Confirmation, Center City Funding also entered into an amendment and restatement of Paragraph 13 of the Credit Support Annex to the ISDA 2002 Master Agreement (the “Amended and Restated CSA,” and together with the Amended and Restated Confirmation, the “Amendment Documents”) between Center City Funding and Citibank. The Amended and Restated CSA did not impact any of the material terms of the TRS.
The foregoing descriptions of the Amendment Documents are summaries only and are qualified in all respects by the provisions of the Amended and Restated CSA, a copy of which is included in Exhibit 10.1 attached hereto and is incorporated herein by reference, and by the provisions of the Amended and Restated Confirmation, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
EXHIBIT
NUMBER | | DESCRIPTION |
| 10.1 | | ISDA 2002 Master Agreement, together with the Schedule thereto and Credit Support Annex to such Schedule, each dated as of June 26, 2014, including the Amended and Restated Paragraph 13 to such Credit Support Annex, dated September 5, 2017, by and between Center City Funding LLC and Citibank, N.A. |
| 10.2 | | Eighth Amended and Restated Confirmation Letter Agreement, dated as of September 5, 2017, by and between Center City Funding LLC and Citibank, N.A. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | FS Investment Corporation III |
| | |
| | |
| Date: September 11, 2017 | By: | /s/ Stephen S. Sypherd | |
| | | Stephen S. Sypherd |
| | | Vice President |
EXHIBIT INDEX
EXHIBIT
NUMBER | | DESCRIPTION |
| 10.1 | | ISDA 2002 Master Agreement, together with the Schedule thereto and Credit Support Annex to such Schedule, each dated as of June 26, 2014, including the Amended and Restated Paragraph 13 to such Credit Support Annex, dated September 5, 2017, by and between Center City Funding LLC and Citibank, N.A. |
| 10.2 | | Eighth Amended and Restated Confirmation Letter Agreement, dated as of September 5, 2017, by and between Center City Funding LLC and Citibank, N.A. |
