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

FS Investment Corporation III

(Exact name of Registrant as specified in its charter)

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)

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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. ☐

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.

(d) Exhibits

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.

EXHIBIT INDEX