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): August 29, 2016 |
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)) |
| Item 1.01. | Entry into a Material Definitive Agreement. |
On August 29, 2016, Burholme Funding LLC (“Burholme”), a wholly-owned special purpose financing subsidiary of FS Investment Corporation III (the “Company”), entered into the fourth amendment (the “Fourth Amendment”) to the Committee Facility Agreement, dated as of October 17, 2014 and amended to date (the “Committed Facility Agreement”), by and between Burholme and BNP Paribas Prime Brokerage, Inc. (“BNP”).
The Fourth Amendment increases the (i) interest rate payable on borrowings under the Committed Facility Agreement from three-month LIBOR plus 110 basis points to three-month LIBOR plus 125 basis points effective on and after January 2, 2017 and (ii) the commitment fee payable under the Committed Facility Agreement from 55 basis points on all unused amounts to, effective on and after January 2, 2017, (a) 65 basis points on unused amounts so long as 75% or more of the facility amount under the Committed Facility Agreement is utilized or (b) 85 basis points on unused amounts if less than 75% of the facility amount under the Committed Facility Agreement is utilized. No other material terms of the Committed Facility Agreement changed in connection with the Fourth Amendment.
The foregoing description of the Fourth Amendment as set forth in this Item 1.01 is a summary only and is qualified in all respects by the provisions of such agreement, a copy of which is attached hereto as Exhibits 10.1 and is incorporated by reference herein.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
|
EXHIBIT
NUMBER |
DESCRIPTION | |
| 10.1 | Fourth Amendment to the Committed Facility Agreement, dated as of August 29, 2016, by and between Burholme Funding LLC and BNP Paribas Prime Brokerage, Inc. | |
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: | September 2, 2016 | By: | /s/ Stephen S. Sypherd | |
| Stephen S. Sypherd | ||||
| Vice President | ||||
EXHIBIT INDEX
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EXHIBIT
NUMBER |
DESCRIPTION | |
| 10.1 | Fourth Amendment to the Committed Facility Agreement, dated as of August 29, 2016, by and between Burholme Funding LLC and BNP Paribas Prime Brokerage, Inc . | |
FS Investment Corporation III 8-K
Exhibit 10.1
FOURTH AMENDMENT AGREEMENT
AMENDMENT AGREEMENT (“ Amendment ”) dated as of August 29, 2016 to the Committed Facility Agreement dated as of October 17, 2014 between BNP Paribas Prime Brokerage, Inc. (“ BNPP PB, Inc. ”) and Burholme Funding LLC (“ Customer ”).
WHEREAS, BNPP PB, Inc. and Customer previously entered into a Committed Facility Agreement dated as of October 17, 2014 (as amended from time to time, the “ Agreement ”);
WHEREAS, the parties hereto desire to amend the Agreement as provided herein;
NOW THEREFORE, in consideration of the mutual agreements provided herein, the parties agree to amend the Agreement as follows:
| 1. | Amendment to Facility Termination Events set forth in Section 13 of the Agreement |
Subsection (c)(iii) of Section 13 is hereby amended effective as of January 1, 2016 be deleting all of the text following the semi-colon at the end of clause (C) and replacing it with the following proviso:
provided, however , that for purposes of the foregoing clauses (A), (B) and (C) in respect of the Customer only, any prepayments of the Outstanding Debit Financing (whether voluntary or mandatory and including any prepayments in connection with a reduction of the Maximum Commitment Financing) will be disregarded and, in any such case, the Net Asset Value of the Customer as of the beginning of the relevant period will be adjusted to reflect such prepayment and any change in Net Asset Value during the relevant period will be calculated using such adjusted beginning Net Asset Value amount;
| 2. | Amendment to the Financing Rate set forth in Appendix B of the Agreement |
The section titled “Financing Rate” in Appendix B to the Agreement is hereby amended effective on and after January 2, 2017 by replacing the words “110 bps” wherever it appears under the Customer Debit Rate with the words “125 bps”.
| 3. | Amendment to the Commitment Fee set forth in Appendix B of the Agreement |
The section titled “Commitment Fee” in Appendix B to the Agreement is hereby amended effective on and after January 2, 2017 by replacing the words “(c) 55 bps” with the following words:
“(c) 85 bps; provided, however, that (c) shall be 65 bps on any day on which the Outstanding Debit Financing is 75% or more of the Maximum Commitment Financing”
| 4. | Representations |
Each party represents to the other party that all representations contained in the Agreement are true and accurate as of the date of this Amendment and that such representations are deemed to be given or repeated by each party, as the case may be, on the date of this Amendment, in each case, however, except for any representation that refers to a specific date, as to which each party represents to the other party that such representation is true and accurate as of such specific date and is deemed to be given or repeated by each party, as the case may be, as of such specific date.
| 5. | Miscellaneous |
| (a) | Definitions. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings specified for such terms in the Agreement. |
| 1 |
| (b) | Entire Agreement. The Agreement as amended and supplemented by this Amendment constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communications and prior writings (except as otherwise provided herein) with respect thereto. Except as expressly set forth herein, the terms and conditions of the Agreement remain in full force and effect. |
| (c) | Counterparts. This Amendment may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original. |
| (d) | Headings. The headings used in this Amendment are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Amendment. |
| (e) | Governing Law. This Amendment will be governed by and construed in accordance with the laws of the State of New York (without reference to choice of law doctrine). |
(Signature page follows)
| 2 |
IN WITNESS WHEREOF the parties have executed this Amendment with effect from the first date specified on the first page of this Amendment.
| BNP PARIBAS PRIME BROKERAGE, INC. | BURHOLME FUNDING LLC | ||
| /s/ JP Muir | /s/ Gerald F. Stahlecker | ||
| Name: JP Muir | Name: Gerald F. Stahlecker | ||
| Title: Managing Director | Title: Executive Vice President | ||
| /s/ Edward Speal | |||
| Name: Edward Speal | |||
| Title: Managing Director |
| 3 |