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EX-10.1 - CONFIRMATION LETTER AGREEMENT - FS Investment Corp IIIex10-1.htm

 

 

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 26, 2015

 

 FS Investment Corporation III

 

(Exact name of Registrant as specified in its charter)

 

Maryland 814-01047 90-0994912
(State or other jurisdiction of incorporation) (Commission
File Number)
(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))

 

 

 
 

Item 1.01.

Entry into a Material Definitive Agreement.

On June 26, 2015, Center City Funding LLC (“Center City Funding”), a wholly-owned financing subsidiary of FS Investment Corporation III, entered into a fourth 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, (1) the date that Citibank may terminate the TRS changed from any time on or after June 26, 2015 to any time on or after June 26, 2016, (2) the swap spread over the one-month London Interbank Offered Rate Center City Funding pays to Citibank on the utilized notional amount under the TRS was increased from 1.32% per annum to 1.50% per annum, (3) the amount of initial cash collateral Center City Funding is required to post in accordance with the margin requirements of the TRS was reduced (generally from 25% to 20% of the notional amount of each loan that becomes subject to the TRS), and (4) the threshold at which Center City Funding is required to post additional cash collateral in accordance with the margin requirements of the TRS in the event of depreciation in the value of the loans underlying the TRS was decreased. No other material terms of the TRS changed in connection with the Amended and Restated Confirmation.

The foregoing description of the Amended and Restated Confirmation is a summary only and is qualified in all respects by the provisions of the Amended and Restated Confirmation, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)    Exhibits

 

EXHIBIT
NUMBER
  DESCRIPTION
10.1   Fourth Amended and Restated Confirmation Letter Agreement, dated as of June 26, 2015, 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:       July 2, 2015 By: /s/ Stephen S. Sypherd
    Stephen S. Sypherd
    Vice President

 

 

 
 

EXHIBIT INDEX

 

EXHIBIT
NUMBER
  DESCRIPTION
10.1   Fourth Amended and Restated Confirmation Letter Agreement, dated as of June 26, 2015, by and between Center City Funding LLC and Citibank, N.A.