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 715, 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))

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 1 2.0102. ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

~~Amendment~~On ~~and~~November ~~Restatement~~15, 2019, the board of directors (the ~~Senior~~“Board”) ~~Secured~~of ~~Revolving~~FS ~~Credit~~Investment ~~Facility~~Corporation III (the “Company”) declared a regular monthly cash distribution in the amount of $0.058331 per share for November 2019. The regular monthly cash distribution will be paid on or about the payment date set forth below to stockholders of record as of the record date set forth below.

On November 7, 2019, FS Investment Corporation III, or the Company, entered into an amended and restated senior secured revolving credit facility, or the Amended and Restated Senior Secured Revolving Credit Facility, with FS KKR Capital Corp., or FSK, and FS Investment Corporation II, or FSIC II, as borrowers, JPMorgan Chase Bank, N.A., or JPMorgan, as administrative agent, ING Capital LLC, or ING, as collateral agent, and the lenders party thereto, which amended and restated the senior secured revolving credit facility originally entered into on August 9, 2018, among the Company, FSK (as successor by merger to FS Investment Corporation and Corporate Capital Trust, Inc.), and FSIC II, as borrowers, JPMorgan, as administrative agent, ING, as collateral agent, and the lenders party thereto. The Amended and Restated Senior Secured 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, at one or more times, that existing and/or new lenders, at their election, provide up to $1,945,000,000 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 of the total facility amount, 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, as additional borrowers, and the obligations of the other borrowers under the Amended and Restated Senior Secured Revolving Credit Facility are several (and not joint) in all respects. The Amended and Restated Senior Secured Revolving Credit Facility provides for the issuance of letters of credit in an initial aggregate face amount of up to $400,000,000, with a 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 terms of the Amended and Restated Senior Secured Revolving Credit Facility.

Record Date	Payment Date	Distribution Amount
11/28/2019	11/29/2019	$0.058331

~~Availability~~Certain ~~under~~Information ~~the~~About ~~Amended~~Distributions and Restated Senior Secured Revolving Credit Facility will terminate on November 7, 2023, or the Revolver Termination Date, and the outstanding loans under the Amended and Restated Senior Secured Revolving Credit Facility will mature on November 7, 2024. The Amended and Restated Senior Secured Revolving Credit Facility also requires mandatory prepayment of interest and principal upon certain events during the term-out period commencing on the Revolver Termination Date and at certain other times when the Company’s adjusted asset coverage ratio is less than 185%.

~~Borrowings~~The ~~under~~determination the Amended and Restated Senior Secured Revolving Credit Facility are subject to compliance with a borrowing base test. Interest under the Amended and Restated Senior Secured Revolving Credit Facility for (i) loans for which the Company elects the base rate option, (A) (1) so long as the Company remains unlisted, 0.25%, plus (2) if the value of the ~~borrowing~~tax ~~base is~~attributes ~~equal to or greater than 1.85 times the aggregate amount~~ of ~~certain outstanding indebtedness of~~ the Company,’s ordistributions ~~the Combined Debt Amount,~~ is ~~payable~~made atannually ~~an “alternate base rate” (which is the greatest of (a) the prime rate~~ as ~~publicly announced by JPMorgan, (b) the sum~~ of ~~(x)~~ the ~~greater~~end of ~~(I)~~ the ~~federal funds effective rate and (II) the~~Company’s ~~overnight~~fiscal ~~bank~~year ~~funding~~based ~~rate~~upon ~~plus~~its ~~(y) 0.5%,~~taxable income and ~~(c) the~~distributions ~~one month LIBOR plus 1% per annum) plus 0.75% and~~paid, ~~(B) (1) so~~in ~~long~~each ~~as the Company remains unlisted~~case, ~~0.25%,~~for ~~plus (2) if~~ the ~~value~~full ~~of the borrowing base is less than 1~~year.85 ~~times~~Therefore, ~~the~~a ~~Combined~~determination ~~Debt~~as ~~Amount,~~to the ~~alternate~~tax ~~base~~attributes ~~rate~~of ~~plus 1.00%; and (ii) loans for which~~ the ~~Company~~distributions ~~elects~~made ~~the~~on ~~Eurocurrency~~a ~~option~~quarterly ~~(A) (1) so~~basis ~~long~~may asnot ~~the~~be ~~Company~~representative ~~remains unlisted, 0.25%, plus (2) if the value~~ of the ~~borrowing~~actual ~~base~~tax ~~is equal to or greater than 1.85 times~~attributes ~~the~~for ~~Combined Debt Amount, is payable at~~ a ~~rate~~full ~~equal to LIBOR plus 1~~year.~~75%~~ ~~and~~The ~~(B) (1)~~Company sointends ~~long~~to asupdate ~~the~~stockholders ~~Company~~quarterly ~~remains~~with ~~unlisted, 0.25%,~~an ~~plus~~estimated ~~(2)~~percentage ~~if the value~~ of ~~the~~its ~~borrowing~~distributions ~~base~~that isresulted from ~~less~~taxable ~~than~~ordinary 1income.85 ~~times~~The ~~the~~actual ~~Combined~~tax ~~Debt~~characteristics ~~Amount,~~of isdistributions ~~payable~~to atstockholders awill ~~rate~~be ~~equal~~ reported to ~~LIBOR~~stockholders annually ~~plus~~on 2Form 1099-DIV.~~00%.~~ The ~~Company~~payment ~~will pay a commitment fee~~ of atfuture ~~least~~distributions ~~0.375% and up to 0.50% per annum (based~~ on the ~~immediately preceding quarter~~Company’s ~~average~~shares ~~usage)~~of oncommon ~~the~~stock ~~unused~~is ~~portion~~subject ofto ~~its~~the sole ~~sublimit~~discretion ~~under~~of the ~~Amended~~Board and ~~Restated Senior~~applicable ~~Secured~~legal ~~Revolving~~restrictions ~~Credit~~and, ~~Facility~~therefore, ~~during~~there ~~the~~can ~~revolving~~be ~~period.~~no ~~The~~assurance ~~Company~~as ~~also will be required~~ to ~~pay letter of credit participation fees and a fronting fee on~~ the ~~average daily~~ amount ofor ~~any lender’s exposure with respect to any letters of~~timing ~~credit issued at the request~~ of ~~the~~any ~~Company~~such ~~under~~future ~~the Amended and Restated Senior Secured Revolving Credit Facility~~distributions.

InThe ~~connection~~Company ~~with~~may ~~the~~fund ~~Amended~~its ~~and~~cash ~~Restated~~distributions ~~Senior~~to ~~Secured~~stockholders ~~Revolving~~from ~~Credit~~any ~~Facility,~~sources ~~the~~of ~~Company~~funds ~~has~~legally ~~made~~available ~~certain~~to ~~representations and~~it, ~~warranties~~including ~~and~~offering proceeds, ~~must~~borrowings, ~~comply~~net ~~with~~investment ~~various~~income ~~covenants~~from ~~and~~operations, ~~reporting~~capital ~~requirements~~gains ~~customary~~proceeds ~~for~~from ~~facilities~~the sale of ~~this~~assets, ~~type.~~non-capital ~~In addition,~~gains proceeds from the ~~Company~~sale ~~must~~of ~~comply~~assets ~~with~~and ~~the~~dividends ~~following~~or ~~financial~~other ~~covenants:~~distributions ~~(a)~~paid ~~the~~to ~~Company~~it ~~must~~on ~~maintain~~account aof ~~minimum~~preferred ~~shareholders’~~and common equity, investments ~~measured~~in asportfolio ofcompanies. ~~each~~The ~~fiscal~~Company ~~quarter~~has ~~end;~~not ~~and~~established ~~(b)~~limits on the ~~Company~~amount ~~must~~of ~~maintain~~funds atit ~~all~~may ~~times~~use afrom ~~150%~~available ~~asset~~sources ~~coverage~~to ~~ratio~~make distributions. ~~(or,~~There ifcan ~~greater,~~ be no assurance that the ~~statutory~~Company ~~requirement~~will ~~then~~be ~~applicable~~able to ~~the~~pay ~~Company)~~distributions at a specific rate or at all.

~~The~~Forward-Looking Amended and Restated Senior Secured Revolving Credit Facility contains events of default customary for facilities of this type. Upon the occurrence of an event of default, JPMorgan, at the instruction of the lenders, may terminate the commitments and declare the outstanding advances and all other obligations under the Amended and Restated Senior Secured Revolving Credit Facility immediately due and payable.Statements

~~The~~This ~~Company’s~~Current ~~obligations~~Report ~~under~~on ~~the~~Form ~~Amended~~8-K ~~and~~may ~~Restated~~contain ~~Senior~~certain ~~Secured~~forward-looking ~~Revolving~~statements, ~~Credit~~including ~~Facility~~statements ~~are~~with ~~guaranteed~~regard byto ~~certain~~future events or the future performance or operations of the Company’s. ~~subsidiaries~~Words such as “believes,” “expects,” “projects” and “future” or similar expressions are intended to identify forward-looking statements. These ~~The~~forward-looking statements ~~Company’s~~are ~~obligations~~subject ~~under~~to the ~~Amended~~inherent ~~and~~uncertainties ~~Restated~~in ~~Senior~~predicting ~~Secured~~future ~~Revolving~~results ~~Credit~~and conditions. Certain factors could ~~Facility~~cause ~~are~~actual ~~secured~~results byto adiffer ~~first~~materially ~~priority~~from ~~security~~those ~~interest~~projected in ~~substantially~~these ~~all~~forward-looking ofstatements, ~~the~~and ~~assets~~some of these factors are enumerated in the filings the Company makes with the Securities and ~~certain~~Exchange ofCommission. ~~the~~ The Company’s ~~subsidiaries~~undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The foregoing description of the Amended and Restated Senior Secured Revolving Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Senior Secured Revolving Credit Facility attached hereto as Exhibit 10.1.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 of this current report on Form 8-K is hereby incorporated in this Item 2.03 by reference.

Item 9.01.		Financial Statements and Exhibits
(d) Exhibits.
Exhibit No.	Description

10.1 Amended and Restated Senior Secured Revolving Credit Agreement, dated as of November 7, 2019, by and among FS KKR Capital Corp., FS Investment Corporation II, and FS Investment Corporation III, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, ING Capital LLC, as collateral agent, and the lenders, documentation agents, joint bookrunners, and joint lead arrangers party thereto.

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: November 13, 2019
Date: November 20, 2019
	By:	/s/ Stephen Sypherd
		Name:	Stephen Sypherd
		Stephen Sypherd
		Title:	General Counsel
		General Counsel

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