8-K

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 22, 2019

FS Investment Corporation III

(Exact name of Registrant as specified in its charter)

Maryland	814-01047	90-0994912
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
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))

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 5.07. Submission of Matters to a Vote of Security Holders.

FS Investment Corporation III (the “Company”) reconvened its Annual Meeting of Stockholders (the “Annual Meeting”) on November 22, 2019. The Annual Meeting was initially called to order on November 6, 2019 and was adjourned with respect to certain proposals to permit additional time to solicit stockholder votes for such proposals. The reconvened Annual Meeting (the “Reconvened Meeting”) was held on November 22, 2019. As of August 8, 2019, the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting, 291,127,422 shares of common stock were eligible to be voted in person or by proxy. Of the eligible shares of common stock to be voted, 165,005,834 were voted in person or by proxy at the Reconvened Meeting. Stockholders were asked to consider and act upon the following proposals (the “Proposals”) at the Reconvened Meeting, 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”):

• Proposal No. 1 – the approval of the deletion of Section 10.5 of the Articles of Amendment and Restatement of the Company (the “Charter”) regarding limitations on certain affiliate transactions (the “Merger Charter Amendment Proposal 1”);

• Proposal No. 2 – the approval of the deletion of Article XII of the Charter regarding limitations on roll-up transactions (the “Merger Charter Amendment Proposal 2”);

The Merger Charter Amendment Proposal 1 was also approved by the Company’s stockholders at the Reconvened Meeting. The votes for, votes against, abstentions and broker non-votes are set forth below:

Votes For	Votes Against	Abstentions	Broker Non-Votes
146,803,688	6,587,860	11,614,286	0

The Merger Charter Amendment Proposal 2 was also approved by the Company’s stockholders at the Reconvened Meeting. The votes for, votes against, abstentions and broker non-votes are set forth below:

Votes For	Votes Against	Abstentions	Broker Non-Votes
146,524,950	6,675,261	11,805,623	0

Item 7.01. Regulation FD Disclosure.

On November 22, 2019, FS/KKR Advisor, LLC (the “Advisor”) issued a press release announcing, among other things, the voting results at the Annual Meeting. The press release is furnished herewith as Exhibit 99.1.

The information in Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release, dated as of November 22, 2019, (furnished herewith).

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.

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 22, 2019
	By:	Stephen S. Sypherd
		Stephen S. Sypherd
		General Counsel

EX-99.1

Exhibit 99.1

FS/KKR Announces Shareholder Approval of Mergers of Non-Traded BDCs

Combined company to be renamed FS KKR Capital Corp. II

PHILADELPHIA and NEW YORK – November 22, 2019 – FS/KKR Advisor, LLC (FS/KKR), a partnership between FS Investments and KKR Credit Advisors (US) LLC, today announced that the shareholders of each of four business development companies under its advisement – FS Investment Corporation II (FSIC II), FS Investment Corporation III (FSIC III), FS Investment Corporation IV (FSIC IV) and Corporate Capital Trust II (CCT II) (together, the BDCs) – have voted to approve all necessary proposals related to the mergers of FSIC III, FSIC IV and CCT II with and into FSIC II. The mergers will create the second largest business development company, with approximately $9 billion in assets on a pro forma basis as of September 30, 2019.

Subject to the satisfaction of certain other closing conditions, FS/KKR currently expects the mergers to close on or around December 18, 2019.

“We appreciate the support we have received from our shareholders, as this is an important step in maximizing value for them,” said Michael Forman, Chairman and CEO of FS Investments. “We continue to believe this combination will enhance portfolio diversification, reduce operating expenses and add further flexibility to the capital structure, all of which we expect will drive value.”

Upon closing of the mergers, shareholders of FSIC III, FSIC IV and CCT II will receive a number of FSIC II shares with a net asset value (NAV) equal to the NAV of the shares they hold in each respective BDC being merged with FSIC II, with NAV determined shortly before closing. At that time, FSIC II will be renamed FS KKR Capital Corp. II (FSK II). The common equity of FSK II is currently expected to be listed on the New York Stock Exchange in the first half of 2020, subject to final board approval and market conditions.

Shareholders of FSIC II, FSIC III, FSIC IV and CCT II will be paid their regular distribution, as well as any remaining undistributed net investment income and capital gains in the case of FSIC III, FSIC IV and CCT II, on or around December 18, 2019. This will be an all cash distribution that is not eligible for reinvestment as FSIC II, FSIC III, FSIC IV and CCT II’s distribution reinvestment plans have been suspended for December in preparation for the closing of the mergers. Post-merger, FSK II intends to pay distributions on a quarterly basis, with the first distribution payment expected to be declared in March 2020 and paid in early April 2020.

Following the closing of the mergers and prior to public listing of its common equity, FSK II intends to issue 5.50% perpetual preferred equity, representing approximately 20% of FSK II’s NAV, pro rata to all holders of FSK II common equity, subject to final board approval.

About FS/KKR Advisor, LLC

FS/KKR is a partnership between FS Investments and KKR Credit that serves as the investment adviser to business development companies with approximately $17 billion in assets under management as of September 30, 2019. The business development companies managed by FS/KKR include FS KKR Capital Corp., FSIC II, FSIC III, FSIC IV and CCT II.

FS Investments is a leading asset manager dedicated to helping individuals, financial professionals and institutions design better portfolios. The firm provides access to alternative sources of income and growth, and focuses on setting industry standards for investor protection, education and transparency. FS Investments is headquartered in Philadelphia, PA with offices in New York, NY, Orlando, FL and Washington, DC. Visit www.fsinvestments.com to learn more.

KKR Credit is a subsidiary of KKR & Co. Inc., a leading global investment firm that manages multiple alternative asset classes, including private equity, energy, infrastructure, real estate and credit, with strategic manager partnerships that manage hedge funds. KKR aims to generate attractive investment returns for its fund investors by following a patient and disciplined investment approach, employing world-class people, and driving growth and value creation with KKR portfolio companies. KKR invests its own capital alongside the capital it manages for fund investors and provides financing solutions and investment opportunities through its capital markets business. References to KKR’s investments may include the activities of its sponsored funds. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.

Contact Information

Institutional Investors

Robert Paun

robert.paun@fsinvestments.com

917-338-5074

Financial Advisors and Retail Investors

877-628-8575

Media (FS Investments)

Mollie Applegate

media@fsinvestments.com

215-220-6116

Media (KKR)

Kristi Huller or Cara Kleiman Major

media@kkr.com

212-750-8300

FORWARD-LOOKING STATEMENTS

Statements included herein may constitute “forward-looking” statements as that term is defined in Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995, including statements with regard to future events or the future performance or operations of the BDCs. 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 BDC’s operations or the economy generally due to terrorism or natural disasters, future changes in laws or regulations and conditions in a BDC’s operating area, failure to consummate the business combination transaction involving the BDCs, uncertainties as to the timing of the consummation of the business combination transaction involving the BDCs, unexpected costs, charges or expenses resulting from the business combination transaction involving the BDCs, failure to realize the anticipated benefits of the business combination transaction involving the BDCs, 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 BDCs made with the Securities and Exchange Commission (the SEC) and are also contained in the Prospectus. 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 BDCs 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 BDCs. In connection therewith, the BDCs have filed relevant materials with the SEC, including a registration statement on Form N-14 (File No. 333-232556) filed with the SEC on August 8, 2019, which includes a joint proxy statement of the BDCs and a prospectus of FSIC II (the “Prospectus”). 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 BDCS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BDCS AND THE BUSINESS COMBINATION TRANSACTION INVOLVING THE BDCS. 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, FSIC III’s website or FSIC IV’s website, each at www.fsinvestments.com.