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
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Date of Report (Date of earliest event reported): January 12, 2017 |
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 January 12, 2017, Dunlap Funding LLC, a wholly-owned financing subsidiary of FS Investment Corporation III (the “Company”), entered into a seventh amendment (“Amendment No. 7”) to the revolving credit facility it originally entered into on December 2, 2014 (as previously amended, the “Dunlap Credit Facility”) with Deutsche Bank AG, New York Branch, as 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. 7 increased the aggregate principal amount of borrowings available under the Dunlap Credit Facility by $100 million to $350 million on a committed basis. No other material terms of the Dunlap Credit Facility changed in connection with Amendment No. 7.
The foregoing description of Amendment No. 7 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. 7 to Loan Financing and Servicing Agreement, dated as of January 12, 2017, between Dunlap Funding LLC, as borrower, Deutsche Bank AG, New York Branch, as 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: | January 18, 2017 | By: | /s/ Stephen S. Sypherd | |
| Stephen S. Sypherd | ||||
| Vice President | ||||
EXHIBIT INDEX
FS Investment Corporation III 8-K
Exhibit 10.1
EXECUTION VERSION
AMENDMENT NO. 7 TO LOAN FINANCING AND SERVICING AGREEMENT, dated as of January 12, 2017 (this “Amendment”), among Dunlap Funding LLC, a Delaware limited liability company (the “Borrower”), Deutsche Bank AG, New York Branch, as administrative agent (the “Administrative Agent”), each Lender party hereto (each, a “Lender” and collectively, the “Lenders”) 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 and the Administrative 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 Administrative Agent, the Lenders 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 Loan Agreement. As of the date of this Amendment, the Loan Agreement is hereby amended as follows:
(a)
by deleting the definition of “Facility Amount” in its entirety and inserting the following in lieu thereof:
“Facility Amount” means (a) prior to the end of the Revolving Period, $350,000,000, unless this amount is permanently (x) increased pursuant to Section 2.8 and/or (y) reduced pursuant to Section 2.5, in which event it means such higher or lower amount, as applicable, and (b) after the end of the Revolving Period, the Advances outstanding.
(b)
by deleting the information for Dunlap Funding LLC in Annex A in its entirety and inserting the following in lieu thereof:
“DUNLAP FUNDING LLC
c/o FS Investment Corporation III
201 Rouse Boulevard
Philadelphia, PA 19112
Attention: Gerald F. Stahlecker, Executive Vice President
Telephone: (215) 495-1169
Facsimile: (215) 222-4649
Email: credit.notices@fsinvestments.com”
(c)
by adding the following new Section 1.2(j):
“For all purposes under this Agreement, each reference to Note shall mean either (i) the Note delivered by the Borrower to the requesting Lender Group or (ii) if any Lender Group does not request a Note, then it shall mean the outstanding Class A-1 Commitment or Class A-2 Commitment, as applicable, of such Lender Group.”
(d)
by deleting Annex B in its entirety and inserting the following in lieu thereof:
| Lender | Class A-1 Commitment | Class A-2 Commitment |
| Deutsche Bank AG, New York Branch | $275,000,000 | $0 |
| Pioneers Gate LLC | $0 | $75,000,000 |
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 Administrative Agent shall have received certified copies of the resolutions of the board of managers (or similar items) of the Borrower approving this Amendment and the transactions contemplated hereby, certified by its secretary or assistant secretary or other authorized officer;
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(c)
the Administrative Agent shall have received the executed legal opinion of Dechert LLP, counsel to the Borrower, in form and substance acceptable to the Administrative Agent in its reasonable discretion; 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 Administrative 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.
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]
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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 Gallivan, Jr. | ||
| Name: Edward Gallivan, Jr. | |||
| Title: Chief Financial Officer | |||
| [Seventh Amendment to LFSA] |
| DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent | |||
| By: | /s/ Amit Patel | ||
| Name: Amit Patel | |||
| Title: Director | |||
| By: | /s/ Steven Flowers | ||
| Name: Steven Flowers | |||
| Title: Vice President | |||
| [Seventh Amendment to LFSA] |
| WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent and as Collateral Custodian | |||
| By: | /s/ Tammy Bliek | ||
| Name: Tammy Bliek | |||
| Title: Vice President | |||
| [Seventh Amendment to LFSA] |
| DEUTSCHE BANK AG, NEW YORK BRANCH, as a Lender | |||
| By: | /s/ Amit Patel | ||
| Name: Amit Patel | |||
| Title: Director | |||
| By: | /s/ Steven Flowers | ||
| Name: Steven Flowers | |||
| Title: Vice President | |||
| [Seventh Amendment to LFSA] |
| PIONEERS GATE LLC, as a Lender | |||
| By: 20 Gates Management LLC, its Managing Agent | |||
| By: | /s/ Mark Golombeck | ||
| Name: Mark Golombeck | |||
| Title: Managing Director | |||
| [Seventh Amendment to LFSA] |