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): October 13, 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) | |
| ☐ | 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
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 3.03. | Material Modification to Rights of Security Holders. |
On October 13, 2017, FS Investment Corporation III (the “Company”) further amended and restated its amended and restated distribution reinvestment plan (the “DRP” and, as further amended and restated, the “Amended DRP”). The Amended DRP will be effective as of, and will first apply to the reinvestment of cash distributions paid on or after November 29, 2017.
Under the DRP, cash distributions to participating stockholders are reinvested in additional shares of common stock of the Company (“Shares”) at a purchase price equal to 90% of the public offering price per Share in effect as of the date of issuance, which the Company also refers to as the institutional offering price.
Under the Amended DRP, cash distributions to participating stockholders will be reinvested in additional Shares at a purchase price determined by the board of directors of the Company (the “Board”) or a committee thereof, in its sole discretion, that is (i) not less than the net asset value per Share determined in good faith by the Board or a committee thereof, in its sole discretion, immediately prior to the payment of the distribution (the “NAV Per Share”) and (ii) not more than 2.5% greater than the NAV Per Share as of such date. No other material terms of the DRP have been amended in connection with the Amended DRP.
The foregoing summary of the Amended DRP is qualified in its entirety by the full text of the Amended DRP, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
| Item 8.01 | Other Events |
Closing of Public Offering
On October 13, 2017, the Board approved the closing of the Company’s public offering to new investors on or around November 1, 2017.
Amendment to Share Repurchase Program
On October 13, 2017, the Company amended the terms of its share repurchase program. The amendments to the share repurchase program will be effective as of the commencement of the Company’s quarterly repurchase offer for the fourth quarter of 2017, which the Company expects will commence in late November 2017.
Under the existing share repurchase program, the Company offers to repurchase Shares on a quarterly basis at a repurchase price equal to the institutional offering price in effect on each date of repurchase. Under the amended share repurchase program, the Company will offer to repurchase Shares at a repurchase price equal to the price at which Shares are issued pursuant to the Amended DRP on the distribution date coinciding with such Share repurchase date.
A more detailed description of the share repurchase program can be found in the Company’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2017, which was filed with the Securities and Exchange Commission (the “SEC”) on August 10, 2017, and its other public filings with the SEC.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| EXHIBIT NUMBER | DESCRIPTION | |
| 4.1 | Second Amended and Restated Distribution Reinvestment Plan of FS Investment Corporation III |
Forward-Looking Statements
This Current Report on Form 8-K may contain certain forward-looking statements, including statements with regard to the future performance and operations of the Company. Words such as “believes,” “expects,” “projects” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements, and some of these factors are enumerated in the filings the Company makes with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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: October 13, 2017 | By: | /s/ Stephen S. Sypherd |
| Stephen S. Sypherd | ||
| Vice President | ||
EXHIBIT INDEX
| EXHIBIT NUMBER | DESCRIPTION | |
| 4.1 | Second Amended and Restated Distribution Reinvestment Plan of FS Investment Corporation III |