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): March 12, 2018 |
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)) |
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. ☒
Item 1.01. | Entry into a Material Definitive Agreement. |
On March 12, 2018, Dunlap Funding LLC, a wholly-owned financing subsidiary of FS Investment Corporation III (the “Company”), entered into a ninth amendment (“Amendment No. 9”) to the revolving credit facility (the “Dunlap Credit Facility”) it originally entered into on December 2, 2014 with Deutsche Bank AG, New York Branch, as facility agent (formerly the administrative agent), each of the lenders from time to time party thereto, the other agents parties thereto, and Wells Fargo Bank, National Association, as collateral agent and collateral custodian.
Amendment No. 9 extended the termination date of the revolving period from March 22, 2018 to June 22, 2018. No other material terms of the Dunlap Credit Facility changed in connection with Amendment No. 9.
The foregoing description of Amendment No. 9 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 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
EXHIBIT
NUMBER |
DESCRIPTION | |
10.1 | Amendment No. 9 to Loan Financing and Servicing Agreement, dated as of March 12, 2018, between Dunlap Funding LLC, as borrower, Deutsche Bank AG, New York Branch, as facility agent (formerly administrative agent), each lender party thereto, and Wells Fargo Bank, National Association, as collateral agent and collateral custodian. |
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: | March 15, 2018 | By: | /s/ Stephen S. Sypherd | |
Stephen S. Sypherd | ||||
Vice President | ||||
EXHIBIT INDEX
FS Investment Corporation III 8-K
Exhibit 10.1
AMENDMENT NO. 9 TO LOAN FINANCING AND SERVICING AGREEMENT, dated as of March 12, 2018 (this “ Amendment ”), among Dunlap Funding LLC, a Delaware limited liability company (the “ Borrower ”), Deutsche Bank AG, New York Branch, as facility agent (the “ Facility Agent ”) (formerly the “ Administrative Agent ”), each Lender party hereto (each, a “ Lender ” and collectively, the “ Lenders ”), each Agent party hereto (each, an “ Agent ” and collectively, the “ Agents ”) and Wells Fargo Bank, National Association, as collateral agent and collateral custodian (the “ Collateral Agent ”).
WHEREAS, the Borrower, the Collateral Agent, each Lender party thereto, each Agent party thereto and the Facility Agent are party to the Loan Financing and Servicing Agreement, dated as of December 2, 2014 (as amended, supplemented, amended and restated and otherwise modified from time to time, the “ Loan Agreement ”); and
WHEREAS, the Borrower, the Facility Agent, the Lenders, the Agents and the Collateral Agent have agreed to amend the Loan Agreement in accordance with Section 17.2 of the Loan Agreement and the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing premises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE
I
Definitions
SECTION 1.1.
Defined Terms . Terms used but not defined herein have the respective meanings given to such terms in the Loan Agreement.
ARTICLE
II
Amendments
SECTION 2.1.
Amendments to the Transaction Documents . As of the date of this Amendment, the Transaction Documents are hereby amended by deleting all references to “Administrative Agent” and replacing such references with “Facility Agent”.
SECTION 2.2.
Amendments to the Loan Agreement . As of the date of this Amendment, the Loan Agreement is hereby amended by deleting the definition of “Revolving Period” in its entirety and inserting the following in lieu thereof:
“ Revolving Period ” means the period of time starting on the Effective Date and ending on the earliest to occur of (i) the date that is thirty-three months after the Fourth Amendment Effective Date or, if such date is extended pursuant to Section 2.6 , the date mutually agreed upon by the Borrower and each Agent, (ii) the date on which the Facility Amount is terminated in full pursuant to Section 2.5 or (iii) the occurrence of a Facility Termination Event.
ARTICLE
III
Conditions to Effectiveness
SECTION 3.1.
This Amendment shall become effective as of the date first written above upon:
(a)
the execution and delivery of this Amendment by each party hereto;
(b)
the Facility Agent’s receipt of a legal opinion of Dechert LLP, counsel for the Borrower, in form and substance reasonably satisfactory to the Facility Agent covering such matters as the Facility Agent may reasonably request;
(c)
the Facility Agent’s receipt of a good standing certificate for the Borrower issued by the applicable Official Body of its jurisdiction of organization and a certified copy of the resolutions of the board of directors of the Borrower approving this Amendment and the transactions contemplated hereby, certified by its secretary, assistant secretary or an Executive Officer; and
(d)
all fees (including reasonable fees and out-of-pocket, documented expenses of counsel) due to the Lenders on or prior to the effective date of this Amendment have been paid in full.
ARTICLE
IV
Representations and Warranties
SECTION 4.1.
The Borrower hereby represents and warrants to the Facility Agent that, as of the date first written above, (i) no Facility Termination Event or Unmatured Facility Termination Event has occurred and is continuing and (ii) the representations and warranties of the Borrower contained in the Loan Agreement are true and correct in all material respects on and as of such day (other than any representation and warranty that is made as of a specific date).
ARTICLE
V
Miscellaneous
SECTION 5.1.
Governing Law . THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
SECTION 5.2.
Severability Clause. In case any provision in this Amendment shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
2 |
SECTION 5.3.
Ratification . Except as expressly amended and waived hereby, the Loan Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.
SECTION 5.4.
Counterparts . The parties hereto may sign one or more copies of this Amendment in counterparts, all of which together shall constitute one and the same agreement. Delivery of an executed signature page of this Amendment by facsimile or email transmission shall be effective as delivery of a manually executed counterpart hereof.
SECTION 5.5.
Headings . The headings of the Articles and Sections in this Amendment are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
[Signature pages follow]
3 |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.
DUNLAP FUNDING LLC , as Borrower | |||
By: | /s/ Edward T. Gallivan, Jr. | ||
Name: Edward T. Gallivan, Jr. | |||
Title: Chief Financial Officer |
[Ninth Amendment to LFSA] |
DEUTSCHE BANK AG, NEW YORK BRANCH , as Facility Agent | |||
By: | /s/ Amit Patel | ||
Name: Amit Patel | |||
Title: Director | |||
By: | /s/ Peter Sabino | ||
Name: Peter Sabino | |||
Title: Vice President |
[Ninth Amendment to LFSA] |
WELLS FARGO BANK, NATIONAL ASSOCIATION , as Collateral Agent and as Collateral Custodian | |||
By: | /s/ Philip Dean | ||
Name: Philip Dean | |||
Title: Vice President |
[Ninth Amendment to LFSA] |
DEUTSCHE BANK AG, NEW YORK BRANCH , as an Agent and as a Committed Lender | |||
By: | /s/ Amit Patel | ||
Name: Amit Patel | |||
Title: Director | |||
By: | /s/ Peter Sabino | ||
Name: Peter Sabino | |||
Title: Vice President |
[Ninth Amendment to LFSA] |
PIONEERS GATE LLC , as an Agent and as a Committed Lender | |||
By: | 20 Gates Management LLC, its Managing Agent | ||
By: | /s/ Mark Golombeck | ||
Name: Mark Golombeck | |||
Title: Managing Director |
[Ninth Amendment to LFSA] |
Reinsurance Group of America, Incorporated , as an Agent and as a Committed Lender | |||
By: | /s/ Christopher D. Quallen | ||
Name: Christopher D. Quallen | |||
Title: V.P. U.S. Portfolio Management |
[Ninth Amendment to LFSA] |