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): June 4, 2014

 

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.)

 

 

Cira Centre

2929 Arch Street, Suite 675

Philadelphia, Pennsylvania

(Address of principal executive offices)

 

 

 

 

19104

(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 June 4, 2014, the board of directors (the “Board”) of FS Investment Corporation III (the “Corporation”) declared regular weekly cash distributions for July 2014 through September 2014. The regular weekly cash distributions, each in the amount of $0.013461 per share, will be payable monthly to stockholders of record as of the weekly record dates set forth below.

 

Record Date   Payment Date   Distribution Amount
7/01/2014   7/30/2014   $0.013461
7/08/2014   7/30/2014   $0.013461
7/15/2014   7/30/2014   $0.013461
7/22/2014   7/30/2014   $0.013461
7/29/2014   7/30/2014   $0.013461
8/05/2014   8/27/2014   $0.013461
8/12/2014   8/27/2014   $0.013461
8/19/2014   8/27/2014   $0.013461
8/26/2014   8/27/2014   $0.013461
9/02/2014   10/01/2014   $0.013461
9/09/2014   10/01/2014   $0.013461
9/16/2014   10/01/2014   $0.013461
9/23/2014   10/01/2014   $0.013461
9/30/2014   10/01/2014   $0.013461

 

Certain Information About Distributions

 

The determination of the tax attributes of the Corporation’s distributions will be made annually as of the end of the Corporation’s fiscal year based upon its taxable income and distributions paid, in each case, for the full year. Therefore, a determination as to the tax attributes of the distributions made on a quarterly basis may not be representative of the actual tax attributes for a full year. The Corporation 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 the Corporation’s shares of common stock is subject to the discretion of the Board and applicable legal restrictions and, therefore, there can be no assurance as to the amount or timing of any such future distributions.

 

The Corporation may fund its cash distributions to stockholders from any sources of funds legally available to it, including expense reimbursements from Franklin Square Holdings, L.P., 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. The Corporation has not established limits on the amount of funds it may use from available sources to make distributions. There can be no assurance that the Corporation will be able to pay distributions at a specific rate or at all. 

 

 
 

 

Forward-Looking Statements

 

This Current Report on Form 8-K may contain certain forward-looking statements, including statements with regard to the future performance and operation of the Corporation. 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, and some of these factors are enumerated in the filings the Corporation makes with the Securities and Exchange Commission. The Corporation undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

 
 

 

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:    June 6, 2014 By: /s/ Michael C. Forman
    Michael C. Forman
    President and Chief Executive Officer