0001387131-16-004560.txt : 20160311 0001387131-16-004560.hdr.sgml : 20160311 20160311171548 ACCESSION NUMBER: 0001387131-16-004560 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20160311 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160311 DATE AS OF CHANGE: 20160311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FS Investment Corp III CENTRAL INDEX KEY: 0001579412 IRS NUMBER: 900994912 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 814-01047 FILM NUMBER: 161501751 BUSINESS ADDRESS: STREET 1: 201 ROUSE BOULEVARD CITY: PHILADELPHIA STATE: PA ZIP: 19112 BUSINESS PHONE: 215-495-1150 MAIL ADDRESS: STREET 1: 201 ROUSE BOULEVARD CITY: PHILADELPHIA STATE: PA ZIP: 19112 8-K 1 fsiciii-8k_031116.htm CURRENT REPORT

 

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 11, 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 2.02.Results of Operations and Financial Condition.

On March 11, 2016, FS Investment Corporation III issued a press release providing an overview of its operating results for the quarter and year ended December 31, 2015.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)      Exhibits.

 

EXHIBIT NUMBER   DESCRIPTION
99.1   Press release, dated March 11, 2016.

 

 
 

 

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 11, 2016   By: /s/ Stephen S. Sypherd
      Stephen S. Sypherd
      Vice President

 

 

 

 
 

 

EXHIBIT INDEX

 

EXHIBIT NUMBER    DESCRIPTION
99.1    Press release, dated March 11, 2016.

 

 

 

EX-99.1 2 ex99-1.htm PRESS RELEASE

 

FS Investment Corporation III 8-K  

 Exhibit 99.1

 

 

 

FOR IMMEDIATE RELEASE

 

FSIC III Reports Fourth Quarter and Full Year 2015 Financial Results

 

PHILADELPHIA, PA, March 11, 2016 – FS Investment Corporation III (FSIC III), a business development company (BDC) focused on providing customized credit solutions to private middle-market U.S. companies, announced its operating results for the quarter and full year ended December 31, 2015. As previously disclosed, FSIC III will hold a conference call to discuss these results at 12:00 p.m. Eastern Time on Monday, March 14, 2016. Information for those interested in participating in the call can be found below.

“Despite increased market volatility and broad market declines that pressured underlying portfolio valuations during the fourth quarter, FSIC III’s focus on generating a high level of current income helped deliver another strong quarter of consistent distributions for our stockholders,” commented Michael C. Forman, Chairman and CEO of FSIC III.

Financial Highlights for the Quarter Ended December 31, 20151

Net investment income of $0.19 per share, compared to $0.15 per share for the quarter ended December 31, 2014.
Net decrease in net assets resulting from operations of $0.28 per share, compared to a net decrease in net assets resulting from operations of $0.15 per share for the quarter ended December 31, 2014.
Paid regular cash distributions to stockholders totaling approximately $0.18 per share.

 

Financial Highlights for the Year Ended December 31, 20151

Net investment income of $0.65 per share, compared to $0.45 per share for the year ended December 31, 2014.
Net decrease in net assets resulting from operations of $0.51 per share, compared to a net decrease in net assets resulting from operations of $0.17 per share for the year ended December 31, 2014.
Paid regular cash distributions to stockholders totaling approximately $0.70 per share.

 

Portfolio Highlights

As of December 31, 2015, the fair value of FSIC III’s investment portfolio was approximately $2.7 billion.
Committed approximately $914 million and $1.9 billion to direct originations during the quarter and year ended December 31, 2015, respectively, of which 89% and 93% were in senior secured debt (first and second lien senior secured loans and senior secured bonds), respectively.
FSIC III’s portfolio consisted of investments in 130 portfolio companies as of December 31, 2015.
Core investment strategies represented 90% of the portfolio by fair value as of December 31, 2015, including 69% in direct originations and 21% in opportunistic investments. Broadly syndicated/other investments represented 10% of the portfolio by fair value as of December 31, 2015.
Gross portfolio yield prior to leverage (based on amortized cost and excluding non-income producing assets)2 was 10.0% as of December 31, 2015, which is unchanged from September 30, 2015.
One investment representing 0.02% of the Company’s net assets was on non-accrual as of December 31, 2015.

 

 
 

Annual Stockholder Conference Call

FSIC III will hold its annual stockholder conference call on Monday, March 14, 2016, at 12:00 p.m. Eastern Time. In order to participate, interested parties should dial (877) 443-2408 at least 10 minutes prior to the beginning of the conference call and provide the confirmation code 51796458 when prompted. An audio archive of the call will be available for replay. The link to the audio archive can be found under FSIC III’s “Literature” page at www.franklinsquare.com and will be available for a period of 30 days following the call.

About FSIC III

FSIC III is a publicly registered, non-traded BDC sponsored by Franklin Square Capital Partners (Franklin Square). FSIC III focuses primarily on investing in the debt securities of private companies throughout the United States, with the investment objectives of generating current income and, to a lesser extent, long-term capital appreciation for its investors. FSIC III is advised by FSIC III Advisor, LLC, an affiliate of Franklin Square, and is sub-advised by GSO / Blackstone Debt Funds Management LLC, an affiliate of GSO Capital Partners LP (GSO). GSO, with approximately $79.0 billion in assets under management as of December 31, 2015, is the credit platform of Blackstone, one of the world’s leading managers of alternative investments. For more information, please visit www.franklinsquare.com.

About Franklin Square

Franklin Square is a leading manager of alternative investment funds designed to enhance investors’ portfolios by providing access to asset classes, strategies and asset managers that typically have been available to only the largest institutional investors. The firm’s funds offer “endowment-style” investment strategies that help construct diversified portfolios and manage risk. Franklin Square strives not only to maximize investment returns but also to set the industry standard for best practices by focusing on transparency, investor protection and education for investment professionals and their clients.

Founded in Philadelphia in 2007, Franklin Square quickly established itself as a leader in the world of alternative investments by introducing innovative credit-based income funds, including the industry’s first non-traded BDC. The firm managed approximately $17.0 billion in assets as of September 30, 2015, and is the largest manager of BDC assets with approximately $15.7 billion in BDC assets as of September 30, 2015. For more information, please visit www.franklinsquare.com.

Forward-Looking Statements and Important Disclosure Notice

This press release may contain certain forward-looking statements, including statements with regard future events or to the future performance or operations of FSIC III. Words such as “believes,” “expects,” projectsand “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, and some of these factors are enumerated in the filings FSIC III makes with the SEC.

The press release above contains summaries of certain financial and statistical information about FSIC III. The information contained in this press release is summary information that is intended to be considered in the context of FSIC III’s SEC filings and other public announcements that FSIC III may make, by press release or otherwise, from time to time. FSIC III undertakes no duty or obligation to update or revise the information contained in this press release. In addition, information related to past performance, while helpful as an evaluative tool, is not necessarily indicative of future results, the achievement of which cannot be assured. Investors should not view the past performance of FSIC III, or information about the market, as indicative of FSIC III’s future results.

 

Individual investors and endowments may have different investment horizons, liquidity needs and risk tolerances. In addition, fees that may be incurred by an investor in a fund sponsored by Franklin Square may be different than fees incurred by an endowment investing in similar assets as those in which the funds invest.

 

 
 

Other Information

The information in this press release is summary information only and should be read in conjunction with FSIC III’s Annual Report on Form 10-K for the year ended December 31, 2015, which FSIC III filed with the U.S. Securities and Exchange Commission (SEC) on March 11, 2016, as well as FSIC III’s other reports filed with the SEC. A copy of FSIC III’s Annual Report on Form 10-K for the year ended December 31, 2015, and FSIC III’s other reports filed with the SEC can be found under FSIC III’s “Literature” page at www.franklinsquare.com and on the SEC’s website at www.sec.gov.

Please note that certain financial figures in the press release may have been rounded.

Certain Information About Distributions

The determination of the tax attributes of FSIC III’s distributions is made annually as of the end of its fiscal year based upon its taxable income and distributions paid, in each case, for the full year. Therefore, a determination made on a quarterly basis may not be representative of the actual tax attributes of FSIC III’s distributions for a full year. FSIC III intends to update stockholders quarterly with an estimated percentage of its distributions that resulted from taxable ordinary income. The actual tax characteristics of distributions to stockholders will be reported to stockholders annually on Form 1099-DIV.

The payment of future distributions on FSIC III’s shares of common stock is subject to the discretion of its board of directors and applicable legal restrictions and, therefore, there can be no assurance as to the amount or timing of any such future distributions.

FSIC III may fund its cash distributions to stockholders from any sources of funds legally available to it, including expense reimbursements from Franklin Square, as well as offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets and dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies. FSIC III has not established limits on the amount of funds it may use from available sources to make distributions. There can be no assurance that FSIC III will be able to pay distributions at a specific rate or at all.

 


1 The per share data was derived by using the weighted average shares of FSIC III’s common stock outstanding during the applicable period. Per share numbers may not sum due to rounding.

2 FSIC III’s gross portfolio yield prior to leverage (based on amortized cost and excluding non-income producing assets) represents the expected annualized yield to be generated by FSIC III on the income producing assets in its investment portfolio based on the composition of its portfolio as of December 31, 2015. The portfolio yield does not represent an actual investment return to stockholders.

 

 

 

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