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 15, 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 November 15, 2016, Burholme Funding LLC (“Burholme Funding”), a wholly owned financing subsidiary of FS Investment Corporation III (the “Company”), entered into a Fifth Amendment Agreement (the “Fifth Amendment”) to the Committed Facility Agreement dated as of October 17, 2014 (as amended, modified or supplemented from time to time, the “Committed Facility”) with BNP Paribas Prime Brokerage International, Ltd. The Fifth Amendment increased the maximum commitment financing available to Burholme Funding under the Committed Facility to $250 million from $200 million. No other material terms of the Committed Facility changed in connection with the Fifth Amendment.
The foregoing description of the Fifth 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 Exhibit 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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of November 15, 2016, Michael Lawson resigned from his position as Chief Financial Officer of the Company. Mr. Lawson’s resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. In connection with Mr. Lawson’s resignation, on November 16, 2016, the Company’s board of directors appointed Edward T. Gallivan, Jr. as Chief Financial Officer of the Company. Set forth below is biographical information pertaining to Mr. Gallivan.
Edward T. Gallivan, Jr.
Edward T. Gallivan, Jr., 54, has served as the Chief Financial Officer of FS Investment Corporation IV and FS Energy and Power Fund since September 2015 and November 2012, respectively. He previously served as Chief Financial Officer of the Company from June 2013 to December 2014. Previously, Mr. Gallivan was a director at BlackRock, Inc. from 2005 to October 2012, where he was head of financial reporting for over 350 mutual funds. From 1988 to 2005, Mr. Gallivan worked at State Street Research & Management Company, where he served as the assistant treasurer of mutual funds. Mr. Gallivan began his career as an auditor at the global accounting firm, PricewaterhouseCoopers LLP, where he practiced as a certified public accountant. Mr. Gallivan received his B.S. in Business Administration (Accounting) degree at Stonehill College in Massachusetts.
Mr. Gallivan was not appointed to serve as Chief Financial Officer pursuant to any agreement or understanding with the Company or any other person. There are no material contracts or agreements between the Company and Mr. Gallivan. Mr. Gallivan is employed by the Company’s affiliate, Franklin Square Holdings, L.P., and will not receive any direct compensation from the Company.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
|
EXHIBIT
NUMBER |
DESCRIPTION | |
| 10.1 | Fifth Amendment Agreement, dated as of November 15, 2016, to the Committed Facility Agreement, dated as of October 17, 2014, between BNP Paribas Prime Brokerage International, Ltd. and Burholme Funding LLC. |
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 21, 2016 | By: | /s/ Stephen S. Sypherd | |
| Stephen S. Sypherd | |||
| Vice President | |||
EXHIBIT INDEX
FS Investment Corporation III 8-K
Exhibit 10.1
FIFTH AMENDMENT AGREEMENT
AMENDMENT AGREEMENT (“ Amendment ”) dated as of November 15, 2016 to the Committed Facility Agreement dated as of October 17, 2014 between BNP Paribas Prime Brokerage International, Ltd. (“ BNPP PB ”) and Burholme Funding LLC (“ Customer ”).
WHEREAS, BNP Paribas Prime Brokerage, Inc. (“ 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 Agreement was assigned to BNPP PB, Inc.’s affiliate, BNPP PB;
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 Section 1 of the Agreement (‘Definitions’)
The definition of “ Maximum Commitment Financing ” in Section 1 of the Agreement is hereby amended by replacing the number “200,000,000” currently appearing therein with the number “250,000,000”.
2.
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.
3.
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.
(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)
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 INTERNATIONAL, LTD. | BURHOLME FUNDING LLC | ||
| /s/ Jeff Lowe | /s/ Gerald F. Stahlecker | ||
| Name: Jeff Lowe | Name: Gerald F. Stahlecker | ||
| Titile: Managing Director | Title: Executive Vice President | ||
| /s/ JP Muir | |||
| Name: JP Muir | |||
| Title: Managing Director | |||