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EX-10.1 - SEVENTH AMENDED AND RESTATED 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 27, 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 1.01.Entry into a Material Definitive Agreement.

On June 27, 2017, Center City Funding LLC (“Center City Funding”), a wholly-owned financing subsidiary of FS Investment Corporation III, entered into a seventh 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 was changed from any time on or after June 27, 2017 to any time on or after September 30, 2017 (the “Citibank Optional Termination Date”) and (2) the ramp-down period was extended from 30 to 90 days prior to the Citibank Optional Termination Date. 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   Seventh Amended and Restated Confirmation Letter Agreement, dated as of June 27, 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:   June 28, 2017   By:     /s/ Stephen S. Sypherd                           
      Stephen S. Sypherd
      Vice President
         

 

 
 

 

EXHIBIT INDEX

EXHIBIT NUMBER   DESCRIPTION
10.1   Seventh Amended and Restated Confirmation Letter Agreement, dated as of June 27, 2017, by and between Center City Funding LLC and Citibank, N.A.