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):June 12, 2019 |
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).
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. ☒
Securities registered pursuant to Section 12(b) of the Exchange Act: None.
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| N/A | | N/A | | N/A |
| Item 1.01. | Entry into a Material Definitive Agreement. |
On June 12, 2019, Burholme Funding LLC (“Burholme Funding”), a wholly owned financing subsidiary of FS Investment Corporation III (the “Company”), entered into a Seventh Amendment Agreement (the “Seventh Amendment”) to the Committed Facility Agreement dated as of October 17, 2014 (as amended, modified or supplemented from time to time, the “Committed Facility”) with BNP Paribas Prime Brokerage International, Ltd. (“BNPP”). The Seventh Amendment, among other things, (i) amended the maximum committed amount from $250,000,000 to, on any given date, the average outstanding borrowings over the past ten business days, (ii) reduced the tenor from a 270-day rolling period to a 179-day rolling period, (iii) provided Burholme Funding with the right to terminate the Committed Facility at any time upon two business days’ notice, (iv) amended the interest rate from three-month LIBOR plus 125 basis points to one-month LIBOR plus 125 basis points,(v) eliminated the commitment fee, and (vi) replaced BNPP’s right to terminate theCommitted Facilityif BNP Paribas’ long term credit rating declines three or more notches below its highest rating by any of Moody’s Investors Service, Inc., Standard & Poor’s Ratings Services or Fitch IBCA, Inc. during the term of theCommitted Facility(a “Funding Event”) with automatic termination of theCommitted Facilityupon the occurrence of a Funding Event.
The foregoing description of the Seventh Amendment as set forth in this Item 1.01 is a summary only and is qualified in all respects by the provisions of such agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| | EXHIBIT
NUMBER | | DESCRIPTION |
| | 10.1 | | Seventh Amendment Agreement, dated as of June 12, 2019, to the Committed Facility Agreement, dated as of October 17, 2014, between BNP Paribas Prime Brokerage International, Ltd. and Burholme Funding LLC. |
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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.
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| | FS Investment Corporation III |
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| Date: June 17, 2019 | By: | /s/ Stephen S. Sypherd |
| | | Stephen S. Sypherd |
| | | General Counsel and Secretary |
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EXHIBIT INDEX
EXHIBIT
NUMBER | | DESCRIPTION |
| 10.1 | | Seventh Amendment Agreement, dated as of June 12, 2019, to the Committed Facility Agreement, dated as of October 17, 2014, between BNP Paribas Prime Brokerage International, Ltd. and Burholme Funding LLC. |
