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): November 6 7, 2019

FS Investment Corporation III

(Exact name of Registrant as specified in its charter)

Maryland		814-01047		90-0994912
Maryland (State or other jurisdiction of incorporation)	814-01047 (Commission File Number)		90-0994912 (I.R.S. Employer Identification No.)
(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)
201 Rouse Boulevard Philadelphia, Pennsylvania				19112
(Address of principal executive offices)				(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))

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 51.0701. ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders.~~Agreement

~~FS Investment Corporation III (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on November 6, 2019. As~~Amendment ~~of August 8, 2019, the record date for the determination of stockholders entitled to notice of,~~ and toRestatement ~~vote at, the Annual Meeting, 291,127,422 shares~~ of ~~common stock were eligible to be voted, and 209,891,181 of those shares were voted in person or by proxy at~~ the ~~Annual~~Senior ~~Meeting.~~Secured ~~Stockholders~~Revolving ~~were~~Credit asked to consider and act upon the following proposals (the “Proposals”), each of which was described in the Company’s joint proxy statement/prospectus, as amended, filed with the Securities and Exchange Commission on August 13, 2019 (the “Proxy Statement”): Facility

•On November ~~Proposal~~7, ~~No.~~2019, 1FS –Investment Corporation III, or the ~~approval~~Company, ofentered into an amended and restated senior secured revolving credit facility, or the ~~merger~~Amended ofand aRestated ~~wholly-owned~~Senior ~~subsidiary~~Secured ofRevolving Credit Facility, with FS KKR Capital Corp., or FSK, and FS Investment Corporation II, (“or FSIC II”), ~~with~~as borrowers, JPMorgan Chase Bank, N.A., or JPMorgan, as administrative agent, ING Capital LLC, or ING, as collateral agent, and ~~into~~the lenders party thereto, which amended and restated the ~~Company~~senior secured revolving credit facility originally entered into on August 9, ~~with~~2018, among the Company, FSK (as ~~the~~successor ~~surviving~~by ~~company,~~merger ~~contemplated~~to byFS ~~the~~Investment ~~Agreement~~Corporation and Corporate Capital Trust, Inc.), and ~~Plan~~FSIC ofII, ~~Merger~~as borrowers, ~~dated~~JPMorgan, as ofadministrative ~~May~~agent, 31ING, ~~2019~~as (collateral agent, and the ~~“Merger~~lenders ~~Agreement”),~~party bythereto. The Amended and ~~among~~Restated ~~FSIC~~Senior IISecured Revolving Credit Facility provides for borrowings in U.S. dollars and certain agreed upon foreign currencies in an initial aggregate amount of up to $3,890,000,000 with an option for the Company to request, FSat ~~Investment~~one ~~Corporation~~or IVmore ~~(“FSIC IV”)~~times, ~~Corporate~~that ~~Capital~~existing ~~Trust~~and/or IInew ~~(“CCT~~lenders, ~~II”)~~at their election, NTprovide ~~Acquisition~~up to $1,945,000,000 ~~Inc~~of additional commitments. The Amended and Restated Senior Secured Revolving Credit Facility initially provides for a sublimit available for the Company to borrow up to $837,500,000 NTof ~~Acquisition~~the 2total facility amount, ~~Inc~~subject to increase or reduction from time to time pursuant to the terms of the Amended and Restated Senior Secured Revolving Credit Facility and the oversight and approval of the Company’s board of directors. A sublimit of the total facility amount also is available to each of FSK and FSIC II, NTas ~~Acquisition~~additional 3borrowers, and ~~Inc.~~the obligations of the other borrowers under the Amended and ~~FS/KKR~~Restated ~~Advisor,~~Senior ~~LLC~~Secured Revolving Credit Facility are several (and not joint) in all respects. The Amended and Restated Senior Secured Revolving Credit Facility provides for the ~~“Advisor~~issuance of letters of credit in an initial aggregate face amount of up to $400,”000,000, ~~and~~with ~~such~~a ~~proposal~~sublimit available for the Company to request the issuance of letters of credit in an aggregate face amount of up to $37,676,735.22, subject to increase or reduction from time to time pursuant to the ~~“Merger~~terms ~~Proposal”);~~of the Amended and Restated Senior Secured Revolving Credit Facility.

•Availability under ~~Proposal~~the ~~No.~~Amended 2and –Restated ~~the~~Senior ~~approval~~Secured byRevolving aCredit ~~non-binding,~~Facility ~~advisory~~will ~~vote~~terminate on ~~the~~November ~~issuance~~7, to2023, ~~all~~or ~~holders~~the ofRevolver ~~FSIC~~Termination Date, ~~II’s~~and ~~common~~the ~~stock~~outstanding ~~following~~loans under the ~~closing~~Amended ofand ~~the~~Restated ~~mergers~~Senior ~~contemplated~~Secured byRevolving ~~the~~Credit ~~Merger~~Facility ~~Agreement~~will mature on aNovember 7, ~~pro~~2024. ~~rata~~The ~~basis~~Amended ofand ~~shares~~Restated ofSenior aSecured ~~new~~Revolving ~~class~~Credit ofFacility ~~preferred~~also ~~stock~~requires mandatory prepayment of ~~FSIC~~interest IIand principal ~~with~~upon ancertain ~~aggregate~~events ~~liquidation~~during ~~preference~~the ~~representing~~term-out ~~20%~~period ofcommencing on the ~~combined~~Revolver ~~company~~Termination Date and at certain other times when the Company’s ~~net~~adjusted asset ~~value~~coverage ~~(the~~ratio ~~“Recapitalization~~is ~~Transaction~~less ~~Advisory~~than ~~Proposal”);~~185%.

•Borrowings under ~~Proposal~~the NoAmended and Restated Senior Secured Revolving Credit Facility are subject to compliance with a borrowing base test. Interest 3under –the Amended and Restated Senior Secured Revolving Credit Facility for (i) loans for which the ~~approval~~Company ofelects the base rate option, (A) (1) so long as the ~~deletion~~Company ofremains ~~Section~~unlisted, 100.525%, plus (2) if the value of the ~~Articles~~borrowing base is equal to or greater than 1.85 times the aggregate amount of ~~Amendment~~certain ~~and~~outstanding ~~Restatement~~indebtedness of the Company, (or the Combined Debt Amount, is payable at an “~~Charter~~alternate base rate” (which is the greatest of (a) the ~~regarding~~prime ~~limitations~~rate onas ~~certain~~publicly announced ~~affiliate~~by ~~transactions~~JPMorgan, (b) the ~~“Merger~~sum ~~Charter~~of ~~Amendment~~(x) the ~~Proposal~~greater of (I) the federal funds effective rate and (II) the overnight bank funding rate plus (y) 0.5%, and (c) the one month LIBOR plus 1”% per annum) plus 0.75% and, (B) (1) so long as the Company remains unlisted, 0.25%, plus (2) if the value of the borrowing base is less than 1.85 times the Combined Debt Amount, the alternate base rate plus 1.00%; and (ii) loans for which the Company elects the Eurocurrency option (A) (1) so long as the Company remains unlisted, 0.25%, plus (2) if the value of the borrowing base is equal to or greater than 1.85 times the Combined Debt Amount, is payable at a rate equal to LIBOR plus 1.75% and (B) (1) so long as the Company remains unlisted, 0.25%, plus (2) if the value of the borrowing base is less than 1.85 times the Combined Debt Amount, is payable at a rate equal to LIBOR plus 2.00%. The Company will pay a commitment fee of at least 0.375% and up to 0.50% per annum (based on the immediately preceding quarter’s average usage) on the unused portion of its sublimit under the Amended and Restated Senior Secured Revolving Credit Facility during the revolving period. The Company also will be required to pay letter of credit participation fees and a fronting fee on the average daily amount of any lender’s exposure with respect to any letters of credit issued at the request of the Company under the Amended and Restated Senior Secured Revolving Credit Facility.

•In connection ~~Proposal~~with ~~No.~~the 4Amended –and Restated Senior Secured Revolving Credit Facility, the ~~approval~~Company has made certain representations and warranties and must comply with various covenants and reporting requirements customary for facilities of this type. In addition, the ~~deletion~~Company ofmust ~~Article~~comply ~~XII~~with the following financial covenants: (a) the Company must maintain a minimum shareholders’ equity, measured as of each fiscal quarter end; and (b) the ~~Charter~~Company ~~regarding~~must ~~limitations~~maintain onat ~~roll-up~~all ~~transactions~~times a 150% asset coverage ratio (or, if greater, the ~~“Merger~~statutory ~~Charter~~requirement ~~Amendment~~then ~~Proposal~~applicable 2”to the Company);.

•The Amended ~~Proposal~~and ~~No.~~Restated 5Senior –Secured ~~the~~Revolving ~~approval~~Credit ofFacility ~~the~~contains ~~election~~events of ~~the~~default ~~following~~customary ~~individuals,~~for infacilities ~~each~~of ~~case~~this ~~subject~~type. Upon to the ~~conditions~~occurrence ~~set~~of ~~forth~~an inevent ~~the~~of ~~joint proxy statement/prospectus: Todd Builione~~default, ~~Frederick Arnold~~JPMorgan, ~~Michael~~at ~~Hagan~~the ~~and~~instruction ~~Jerel~~of ~~Hopkins~~the aslenders, ~~Class~~may Aterminate ~~directors,~~the ~~each~~commitments toand ~~serve~~declare the ~~for~~outstanding aadvances ~~three-year~~and ~~term~~all ~~expiring~~other atobligations under the ~~2022~~Amended ~~annual~~and ~~meeting~~Restated ofSenior ~~the~~Secured ~~stockholders~~Revolving ~~(the~~Credit ~~“Director~~Facility ~~Election~~immediately due ~~Proposal”);~~ and payable.

•The Company’s ~~Proposal~~obligations ~~No.~~under 6the –Amended ~~the~~and ~~ratification~~Restated ofSenior ~~the~~Secured ~~appointment~~Revolving ofCredit ~~Deloitte~~Facility &are ~~Touche~~guaranteed ~~LLP~~by ascertain of the Company’s ~~independent~~subsidiaries. ~~registered~~The ~~public~~Company’s ~~accounting~~obligations ~~firm~~under ~~for~~ the ~~fiscal~~Amended ~~year~~and ~~ending~~Restated ~~December~~Senior ~~31,~~Secured ~~2019~~Revolving (Credit Facility are secured by a first priority security interest in substantially all of the ~~“Auditor~~assets ~~Ratification~~of ~~Proposal”)~~the Company and certain of the Company’s subsidiaries.

The foregoing ~~Merger~~description ~~Proposal~~of ~~was~~the ~~approved~~Amended byand ~~the~~Restated ~~Company’s~~Senior ~~stockholders~~Secured atRevolving ~~the~~Credit ~~Annual~~Facility ~~Meeting.~~does ~~The~~not ~~votes~~purport ~~for,~~to ~~votes~~be ~~against,~~complete ~~abstentions~~and is qualified in its entirety by reference to the full text of the Amended and ~~broker~~Restated ~~non-votes~~Senior ~~are~~Secured ~~set~~Revolving ~~forth~~Credit ~~below:~~Facility attached hereto as Exhibit 10.1.

Votes For		Votes Against		Abstentions		Broker Non-Votes
149,293,618		5,495,677		8,312,777		46,789,109

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information ~~Recapitalization~~set ~~Transaction~~forth ~~Advisory~~under ~~Proposal~~Item ~~was~~1.01 ~~also~~of ~~approved~~this bycurrent ~~the~~report ~~Company’s~~on ~~stockholders~~Form at8-K ~~the~~is ~~Annual~~hereby ~~Meeting. The~~incorporated ~~votes~~in ~~for,~~this ~~votes~~Item ~~against,~~2.03 ~~abstentions~~by ~~and broker non-votes are set forth below:~~ reference.

Votes For	Votes Against		Abstentions	Broker Non-Votes
Item 9.01.		Financial Statements and Exhibits
148,032,094	6,196,747		8,873,231	46,789,109
(d) Exhibits.
Exhibit No.	Description

~~The~~10.1 ~~election~~Amended orand ~~approval~~Restated ofSenior ~~the~~Secured ~~appointment~~Revolving ofCredit ~~each~~Agreement, ~~individual~~dated ~~named~~as inof ~~the~~November ~~Director~~7, ~~Election Proposal~~2019, ~~subject~~ inby ~~each~~and ~~case~~among toFS ~~the~~KKR ~~conditions~~Capital ~~set~~Corp., ~~forth~~FS inInvestment ~~the~~Corporation ~~Proxy Statement~~II, ~~was~~and ~~also~~FS ~~approved~~Investment byCorporation ~~the~~III, ~~Company’s~~as ~~stockholders~~borrowers, atJPMorgan ~~the~~Chase ~~Annual~~Bank, ~~Meeting~~N.A., ~~The~~as ~~votes~~administrative ~~for~~agent, ~~votes~~ING ~~withheld~~Capital LLC, as collateral agent, and ~~broker~~the ~~non-votes~~lenders, ~~for~~documentation ~~each director~~agents, ~~nominee~~joint ~~are~~bookrunners, ~~set~~and ~~forth~~joint ~~below:~~lead arrangers party thereto.

Director Nominee	Votes for	Votes Withheld	Broker Non-Votes
Todd Builione	155,110,053	7,992,019	46,789,109
Frederick Arnold	155,047,824	8,054,248	46,789,109
Michael Hagan	155,118,011	7,984,061	46,789,109
Jerel Hopkins	155,068,192	8,033,880	46,789,109

Todd Builione, Frederick Arnold, Michael Hagan and Jerel Hopkins Have each been elected and qualified to serve for a three-year term expiring at the 2022 annual meeting of the stockholders.

The Auditor Ratification Proposal was also approved by the Company’s stockholders at the Annual Meeting. The votes for, votes against, abstentions and broker non-votes are set forth below:

Votes For		Votes Against		Abstentions		Broker Non-Votes
199,657,773		3,108,119		7,125,289		0

On November 6, 2019, the Company adjourned the Annual Meeting with respect to (i) the Merger Charter Amendment Proposal 1 and (ii) the Merger Charter Amendment Proposal 2 to permit additional time to solicit stockholder votes for such proposals. The reconvened meeting (the “Reconvened Meeting”) will be held on November 22, 2019 at 1:00 p.m., Eastern Time, at 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112. Valid proxies submitted prior to the Annual Meeting will continue to be valid for the Reconvened Meeting, unless properly changed or revoked prior to votes being taken at the Reconvened Meeting. The record date of August 8, 2019 will remain the same for the Reconvened Meeting.

Forward-Looking Statements

Statements included herein may constitute “forward-looking” statements as that term is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements with regard to future events or the future performance or operations of FSIC II, the Company, FSIC IV and CCT II (together with FSIC II, the Company, FSIC IV and CCT II, the “Funds”). 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. Factors that could cause actual results to differ materially include changes in the economy, risks associated with possible disruption to a Fund’s operations or the economy generally due to terrorism or natural disasters, future changes in laws or regulations and conditions in a Fund’s operating area, failure to obtain requisite shareholder approval for the Fund Proposals (as defined below) set forth in the Proxy Statement, failure to consummate the business combination transaction involving the Funds, uncertainties as to the timing of the consummation of the business combination transaction involving the Funds, unexpected costs, charges or expenses resulting from the business combination transaction involving the Funds, failure to realize the anticipated benefits of the business combination transaction involving the Funds, failure to consummate the recapitalization transaction and failure to list the common stock of the combined entity on a national securities exchange. Some of these factors are enumerated in the filings the Funds make with the U.S. Securities and Exchange Commission (the “SEC”) and are also be contained in the Proxy Statement. The inclusion of forward-looking statements should not be regarded as a representation that any plans, estimates or expectations will be achieved. Any forward-looking statements speak only as of the date of this communication. Except as required by federal securities laws, the Funds undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

Additional Information and Where to Find It

This communication relates to a proposed business combination involving the Funds, along with related proposals for which shareholder approval is being sought (collectively, the “Fund Proposals”). In connection with the Fund Proposals, the Funds have filed relevant materials with the SEC, including the Proxy Statement. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. SHAREHOLDERS OF THE FUNDS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE FUNDS, THE BUSINESS COMBINATION TRANSACTION INVOLVING THE FUNDS AND THE FUND PROPOSALS. Investors and security holders are able to obtain the documents filed with the SEC free of charge at the SEC’s website, www.sec.gov, or from FSIC II’s website, CCT II’s website, the Company’s website or FSIC IV’s website, each at www.fsinvestments.com.

Participants in the Solicitation

The Funds and their respective directors and trustees, executive officers and certain other members of management and employees, including employees of the Advisor, Franklin Square Holdings, L.P. (which does business as FS Investments), KKR Credit Advisors (US) LLC and their respective affiliates, may be deemed to be participants in the solicitation of proxies from the shareholders of the Funds in connection with the Fund Proposals. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the Funds’ shareholders in connection with the Fund Proposals will be contained in the Proxy Statement. This document may be obtained free of charge from the sources indicated above.

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			~~FS Investment Corporation III~~
Date: November 6, 2019				By:	/s/ Stephen S. Sypherd
Date: November 13, 2019
					Stephen S. Sypherd
	By:	/s/ Stephen Sypherd
					General Counsel
		Name:	Stephen Sypherd
		Title:	General Counsel

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