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TABLE OF CONTENTS
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
​
FORM 10-Q
​
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
​
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2019
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
​
FOR THE TRANSITION PERIOD FROM     TO     
COMMISSION FILE NUMBER: 814-01047
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FS Investment Corporation III
(Exact name of registrant as specified in its charter)
​
​
Maryland
​ ​
90-0994912
​
​
(State or other jurisdiction of
incorporation or organization)
​ ​
(I.R.S. Employer
Identification No.)
​
​
201 Rouse Boulevard
Philadelphia, Pennsylvania
​ ​
19112
​
​
(Address of principal executive offices)
​ ​
(Zip Code)
 ​
(215) 495-1150
(Registrant’s telephone number, including area code)
​
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of  “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
​ Large accelerated filer ​ ​ ☐ ​ ​ Accelerated filer ​ ​ ☐ ​
​ Non-accelerated filer ​ ​ ☒ ​ ​ Smaller reporting company ​ ​ ☐ ​
​ ​ ​ ​ ​ ​ ​ 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 ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Securities registered pursuant to Section 12(b) Act: None
​
Title of each class
​ ​
Trading Symbol(s)
​ ​
Name of each exchange on which registered
​
​
N/A
​ ​
N/A
​ ​
N/A
 ​
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
There were 293,921,821 shares of the registrant’s common stock outstanding as of November 8, 2019.
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TABLE OF CONTENTS​​
TABLE OF CONTENTS
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Page
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PART I—FINANCIAL INFORMATION ​ ​ ​ ​ ​ ​ ​
ITEM 1.
FINANCIAL STATEMENTS
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 ​ ​ ​ ​ ​ ​ ​
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​ ​ ​ ​ 2 ​ ​
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​ ​ ​ ​ 5 ​ ​
​ ​ ​ ​ 28 ​ ​
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​ ​ ​ ​ 60 ​ ​
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​ ​ ​ ​ 77 ​ ​
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​ ​ ​ ​ 78 ​ ​
PART II—OTHER INFORMATION ​ ​ ​ ​ ​ ​ ​
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​ ​ ​ ​ 80 ​ ​
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​ ​ ​ ​ 80 ​ ​
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​ ​ ​ ​ 80 ​ ​
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​ ​ ​ ​ 80 ​ ​
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​ ​ ​ ​ 80 ​ ​
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TABLE OF CONTENTS​
PART I—FINANCIAL INFORMATION
Item 1.
Financial Statements.
​
FS Investment Corporation III
Consolidated Balance Sheets
(in thousands, except share and per share amounts)
​
​ ​ ​
September 30, 2019
(Unaudited)
​ ​
December 31,
2018
​
Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Investments, at fair value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Non-controlled/unaffiliated investments (amortized cost—$3,812,963 and $3,710,247, respectively)
 ​ ​ ​ $ 3,681,159 ​ ​ ​ ​ $ 3,574,417 ​ ​
Non-controlled/affiliated investments (amortized cost—$38,477 and $86,851, respectively)
​ ​ ​ ​ 23,132 ​ ​ ​ ​ ​ 36,866 ​ ​
Total investments, at fair value (amortized cost—$3,851,440 and $3,797,098, respectively)
​ ​ ​ ​ 3,704,291 ​ ​ ​ ​ ​ 3,611,283 ​ ​
Cash ​ ​ ​ ​ 80,028 ​ ​ ​ ​ ​ 65,501 ​ ​
Foreign currency, at fair value (cost—$2,311 and $1,830, respectively)
 ​ ​ ​ ​ 2,305 ​ ​ ​ ​ ​ 1,847 ​ ​
Collateral held at broker for open interest rate swap contracts
 ​ ​ ​ ​ 25,920 ​ ​ ​ ​ ​ — ​ ​
Due from counterparty
 ​ ​ ​ ​ 36,038 ​ ​ ​ ​ ​ 128,764 ​ ​
Receivable for investments sold and repaid
 ​ ​ ​ ​ 9,986 ​ ​ ​ ​ ​ 1,028 ​ ​
Interest receivable
 ​ ​ ​ ​ 38,124 ​ ​ ​ ​ ​ 30,126 ​ ​
Deferred financing costs
 ​ ​ ​ ​ 7,391 ​ ​ ​ ​ ​ 4,524 ​ ​
Receivable due on total return swap(1)
 ​ ​ ​ ​ 798 ​ ​ ​ ​ ​ 1,071 ​ ​
Receivable on interest rate swaps
 ​ ​ ​ ​ 1,726 ​ ​ ​ ​ ​ 259 ​ ​
Prepaid expenses and other assets
 ​ ​ ​ ​ 161 ​ ​ ​ ​ ​ 39 ​ ​
Total assets
 ​ ​ ​ $ 3,906,768 ​ ​ ​ ​ $ 3,844,442 ​ ​
Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Unrealized depreciation on total return swap(1)
 ​ ​ ​ $ 5,974 ​ ​ ​ ​ $ 22,062 ​ ​
Unrealized depreciation on interest rate swaps
 ​ ​ ​ ​ 20,920 ​ ​ ​ ​ ​ 2,614 ​ ​
Payable for investments purchased
 ​ ​ ​ ​ 197,799 ​ ​ ​ ​ ​ 367,728 ​ ​
Repurchase agreement payable (net of deferred financing costs of  $0 and $214, respectively)(1)
 ​ ​ ​ ​ — ​ ​ ​ ​ ​ 299,786 ​ ​
Credit facilities payable (net of deferred financing costs of  $1,697 and $2,092, respectively)(1)
 ​ ​ ​ ​ 1,455,357 ​ ​ ​ ​ ​ 897,502 ​ ​
Stockholder distributions payable
 ​ ​ ​ ​ 9,952 ​ ​ ​ ​ ​ 9,401 ​ ​
Management fees payable
 ​ ​ ​ ​ 14,166 ​ ​ ​ ​ ​ 13,300 ​ ​
Subordinated income incentive fees payable(2)
 ​ ​ ​ ​ 5,835 ​ ​ ​ ​ ​ 9,525 ​ ​
Administrative services expense payable
 ​ ​ ​ ​ 1,321 ​ ​ ​ ​ ​ 425 ​ ​
Interest payable(1)
 ​ ​ ​ ​ 14,735 ​ ​ ​ ​ ​ 13,008 ​ ​
Interest rate swap income payable
 ​ ​ ​ ​ 1,956 ​ ​ ​ ​ ​ 261 ​ ​
Directors’ fees payable
 ​ ​ ​ ​ 113 ​ ​ ​ ​ ​ 215 ​ ​
Other accrued expenses and liabilities
 ​ ​ ​ ​ 4,002 ​ ​ ​ ​ ​ 1,644 ​ ​
Total liabilities
 ​ ​ ​ ​ 1,732,130 ​ ​ ​ ​ ​ 1,637,471 ​ ​
Commitments and contingencies(3) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Stockholders’ equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Preferred stock, $0.001 par value, 50,000,000 shares authorized, none issued and outstanding
 ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Common stock, $0.001 par value, 550,000,000 shares authorized, 292,986,312 and 290,353,680 shares issued and outstanding, respectively
 ​ ​ ​ ​ 293 ​ ​ ​ ​ ​ 290 ​ ​
Capital in excess of par value
 ​ ​ ​ ​ 2,546,626 ​ ​ ​ ​ ​ 2,526,632 ​ ​
Retained earnings (accumulated deficit)
 ​ ​ ​ ​ (372,281) ​ ​ ​ ​ ​ (319,951) ​ ​
Total stockholders’ equity
 ​ ​ ​ ​ 2,174,638 ​ ​ ​ ​ ​ 2,206,971 ​ ​
Total liabilities and stockholders’ equity
 ​ ​ ​ $ 3,906,768 ​ ​ ​ ​ $ 3,844,442 ​ ​
Net asset value per share of common stock at period end
 ​ ​ ​ $ 7.42 ​ ​ ​ ​ $ 7.60 ​ ​
​
(1)
See Note 9 for a discussion of the Company’s financing arrangements.
​
(2)
See Note 2 for a discussion of the methodology employed by the Company in calculating the subordinated income incentive fees.
​
(3)
See Note 10 for a discussion of the Company’s commitments and contingencies.
​
​
See notes to unaudited consolidated financial statements.
1
TABLE OF CONTENTS​
FS Investment Corporation III
Unaudited Consolidated Statements of Operations
(in thousands, except share and per share amounts)
​
​ ​ ​
Three Months Ended
September 30,
​ ​
Nine Months Ended
September 30,
​
​ ​ ​
2019
​ ​
2018
​ ​
2019
​ ​
2018
​
Investment income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
From non-controlled/unaffiliated investments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Interest income
 ​ ​ ​ $ 76,891 ​ ​ ​ ​ $ 71,536 ​ ​ ​ ​ $ 247,081 ​ ​ ​ ​ $ 221,286 ​ ​
Paid-in-kind interest income
 ​ ​ ​ ​ 7,347 ​ ​ ​ ​ ​ 10,424 ​ ​ ​ ​ ​ 17,240 ​ ​ ​ ​ ​ 22,939 ​ ​
Fee income
 ​ ​ ​ ​ 5,374 ​ ​ ​ ​ ​ 8,659 ​ ​ ​ ​ ​ 16,437 ​ ​ ​ ​ ​ 15,823 ​ ​
Dividend income
 ​ ​ ​ ​ 659 ​ ​ ​ ​ ​ 353 ​ ​ ​ ​ ​ 915 ​ ​ ​ ​ ​ 430 ​ ​
From non-controlled/affiliated investments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Interest income
 ​ ​ ​ ​ 569 ​ ​ ​ ​ ​ 1,225 ​ ​ ​ ​ ​ 1,582 ​ ​ ​ ​ ​ 3,287 ​ ​
Paid-in-kind interest income
 ​ ​ ​ ​ 414 ​ ​ ​ ​ ​ 559 ​ ​ ​ ​ ​ 1,043 ​ ​ ​ ​ ​ 982 ​ ​
Fee income
 ​ ​ ​ ​ 2 ​ ​ ​ ​ ​ 388 ​ ​ ​ ​ ​ 23 ​ ​ ​ ​ ​ 871 ​ ​
Total investment income
 ​ ​ ​ ​ 91,256 ​ ​ ​ ​ ​ 93,144 ​ ​ ​ ​ ​ 284,321 ​ ​ ​ ​ ​ 265,618 ​ ​
Operating expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Management fees(1)
 ​ ​ ​ ​ 14,166 ​ ​ ​ ​ ​ 13,724 ​ ​ ​ ​ ​ 43,201 ​ ​ ​ ​ ​ 47,248 ​ ​
Subordinated income incentive fees(2)
 ​ ​ ​ ​ 5,835 ​ ​ ​ ​ ​ 12,827 ​ ​ ​ ​ ​ 29,644 ​ ​ ​ ​ ​ 25,631 ​ ​
Administrative services expenses
 ​ ​ ​ ​ 1,325 ​ ​ ​ ​ ​ 919 ​ ​ ​ ​ ​ 2,522 ​ ​ ​ ​ ​ 2,435 ​ ​
Stock transfer agent fees
 ​ ​ ​ ​ 351 ​ ​ ​ ​ ​ 346 ​ ​ ​ ​ ​ 1,154 ​ ​ ​ ​ ​ 1,124 ​ ​
Accounting and administrative fees
 ​ ​ ​ ​ 277 ​ ​ ​ ​ ​ 274 ​ ​ ​ ​ ​ 787 ​ ​ ​ ​ ​ 834 ​ ​
Interest expense
 ​ ​ ​ ​ 19,122 ​ ​ ​ ​ ​ 17,709 ​ ​ ​ ​ ​ 61,185 ​ ​ ​ ​ ​ 48,961 ​ ​
Directors’ fees
 ​ ​ ​ ​ 97 ​ ​ ​ ​ ​ 200 ​ ​ ​ ​ ​ 288 ​ ​ ​ ​ ​ 913 ​ ​
Other general and administrative expenses
 ​ ​ ​ ​ 3,089 ​ ​ ​ ​ ​ 743 ​ ​ ​ ​ ​ 4,712 ​ ​ ​ ​ ​ 2,249 ​ ​
Operating expenses
 ​ ​ ​ ​ 44,262 ​ ​ ​ ​ ​ 46,742 ​ ​ ​ ​ ​ 143,493 ​ ​ ​ ​ ​ 129,395 ​ ​
Management fees waiver(1)
 ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (2,594) ​ ​
Net expenses
 ​ ​ ​ ​ 44,262 ​ ​ ​ ​ ​ 46,742 ​ ​ ​ ​ ​ 143,493 ​ ​ ​ ​ ​ 126,801 ​ ​
Net investment income
 ​ ​ ​ ​ 46,994 ​ ​ ​ ​ ​ 46,402 ​ ​ ​ ​ ​ 140,828 ​ ​ ​ ​ ​ 138,817 ​ ​
Realized and unrealized gain/loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Net realized gain (loss) on investments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Non-controlled/unaffiliated investments
 ​ ​ ​ ​ (2,580) ​ ​ ​ ​ ​ 2,882 ​ ​ ​ ​ ​ (33,244) ​ ​ ​ ​ ​ (20,152) ​ ​
Non-controlled/affiliated investments
 ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (32,809) ​ ​ ​ ​ ​ (29,568) ​ ​
Net realized gain (loss) on total return swap(3)
 ​ ​ ​ ​ 1,643 ​ ​ ​ ​ ​ 4,021 ​ ​ ​ ​ ​ (13,641) ​ ​ ​ ​ ​ 14,258 ​ ​
Net realized gain (loss) on interest rate swaps
 ​ ​ ​ ​ (435) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (435) ​ ​ ​ ​ ​ — ​ ​
Net realized gain (loss) on foreign currency
 ​ ​ ​ ​ 219 ​ ​ ​ ​ ​ (516) ​ ​ ​ ​ ​ 254 ​ ​ ​ ​ ​ (290) ​ ​
Net change in unrealized appreciation (depreciation) on investments:
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Non-controlled/unaffiliated investments
 ​ ​ ​ ​ (32,424) ​ ​ ​ ​ ​ (25,549) ​ ​ ​ ​ ​ 4,026 ​ ​ ​ ​ ​ (46,387) ​ ​
Non-controlled/affiliated investments
 ​ ​ ​ ​ 311 ​ ​ ​ ​ ​ (174) ​ ​ ​ ​ ​ 34,640 ​ ​ ​ ​ ​ 22,090 ​ ​
Net change in unrealized appreciation (depreciation) on total return swap(3)
 ​ ​ ​ ​ (3,091) ​ ​ ​ ​ ​ 939 ​ ​ ​ ​ ​ 16,088 ​ ​ ​ ​ ​ (6,246) ​ ​
Net change in unrealized appreciation (depreciation) on interest rate swaps
 ​ ​ ​ ​ (2,327) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (18,306) ​ ​ ​ ​ ​ — ​ ​
Net change in unrealized gain (loss) on foreign currency
 ​ ​ ​ ​ 2,956 ​ ​ ​ ​ ​ 216 ​ ​ ​ ​ ​ 2,145 ​ ​ ​ ​ ​ (253) ​ ​
Total net realized gain (loss) and unrealized appreciation (depreciation)
 ​ ​ ​ ​ (35,728) ​ ​ ​ ​ ​ (18,181) ​ ​ ​ ​ ​ (41,282) ​ ​ ​ ​ ​ (66,548) ​ ​
Net increase (decrease) in net assets resulting from operations
 ​ ​ ​ $ 11,266 ​ ​ ​ ​ $ 28,221 ​ ​ ​ ​ $ 99,546 ​ ​ ​ ​ $ 72,269 ​ ​
Per share information—basic and diluted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Net increase (decrease) in net assets resulting from operations (Earnings per Share)
 ​ ​ ​ $ 0.04 ​ ​ ​ ​ $ 0.10 ​ ​ ​ ​ $ 0.34 ​ ​ ​ ​ $ 0.25 ​ ​
Weighted average shares outstanding
 ​ ​ ​ ​ 292,059,888 ​ ​ ​ ​ ​ 288,969,053 ​ ​ ​ ​ ​ 290,145,165 ​ ​ ​ ​ ​ 289,044,461 ​ ​
​
(1)
See Note 4 for a discussion of the waiver by FSIC III Advisor, LLC, the Company’s former investment adviser, of certain management fees to which it was otherwise entitled during the applicable period.
​
(2)
See Note 2 for a discussion of the methodology employed by the Company in calculating the subordinated income incentive fees.
​
(3)
See Note 9 for a discussion of the Company’s financing arrangements.
​
​
See notes to unaudited consolidated financial statements.
2
TABLE OF CONTENTS​
FS Investment Corporation III
Unaudited Consolidated Statements of Changes in Net Assets
(in thousands)
​
​ ​ ​
Three Months Ended
September 30,
​ ​
Nine Months Ended
September 30,
​
​ ​ ​
2019
​ ​
2018
​ ​
2019
​ ​
2018
​
Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Net investment income
 ​ ​ ​ $ 46,994 ​ ​ ​ ​ $ 46,402 ​ ​ ​ ​ $ 140,828 ​ ​ ​ ​ $ 138,817 ​ ​
Net realized gain (loss) on investments, total return swap, interest rate swaps and foreign currency(1)
 ​ ​ ​ ​ (1,153) ​ ​ ​ ​ ​ 6,387 ​ ​ ​ ​ ​ (79,875) ​ ​ ​ ​ ​ (35,752) ​ ​
Net change in unrealized appreciation (depreciation) on investments, total return swap and interest rate swaps
 ​ ​ ​ ​ (37,531) ​ ​ ​ ​ ​ (24,784) ​ ​ ​ ​ ​ 36,448 ​ ​ ​ ​ ​ (30,543) ​ ​
Net change in unrealized gain (loss) on foreign currency
 ​ ​ ​ ​ 2,956 ​ ​ ​ ​ ​ 216 ​ ​ ​ ​ ​ 2,145 ​ ​ ​ ​ ​ (253) ​ ​
Net increase in net assets resulting from operations
 ​ ​ ​ ​ 11,266 ​ ​ ​ ​ ​ 28,221 ​ ​ ​ ​ ​ 99,546 ​ ​ ​ ​ ​ 72,269 ​ ​
Stockholder distributions(2) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Distributions to stockholders
 ​ ​ ​ ​ (50,946) ​ ​ ​ ​ ​ (50,481) ​ ​ ​ ​ ​ (151,876) ​ ​ ​ ​ ​ (151,460) ​ ​
Net decrease in net assets resulting from stockholder distributions
 ​ ​ ​ ​ (50,946) ​ ​ ​ ​ ​ (50,481) ​ ​ ​ ​ ​ (151,876) ​ ​ ​ ​ ​ (151,460) ​ ​
Capital share transactions(3) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Reinvestment of stockholder distributions
 ​ ​ ​ ​ 21,180 ​ ​ ​ ​ ​ 22,997 ​ ​ ​ ​ ​ 64,344 ​ ​ ​ ​ ​ 70,953 ​ ​
Repurchases of common stock
 ​ ​ ​ ​ — ​ ​ ​ ​ ​ (23,677) ​ ​ ​ ​ ​ (44,347) ​ ​ ​ ​ ​ (72,893) ​ ​
Net increase (decrease) in net assets resulting from capital share transactions
 ​ ​ ​ ​ 21,180 ​ ​ ​ ​ ​ (680) ​ ​ ​ ​ ​ 19,997 ​ ​ ​ ​ ​ (1,940) ​ ​
Total increase (decrease) in net assets
 ​ ​ ​ ​ (18,500) ​ ​ ​ ​ ​ (22,940) ​ ​ ​ ​ ​ (32,333) ​ ​ ​ ​ ​ (81,131) ​ ​
Net assets at beginning of period
 ​ ​ ​ ​ 2,193,138 ​ ​ ​ ​ ​ 2,330,533 ​ ​ ​ ​ ​ 2,206,971 ​ ​ ​ ​ ​ 2,388,724 ​ ​
Net assets at end of period
 ​ ​ ​ $ 2,174,638 ​ ​ ​ ​ $ 2,307,593 ​ ​ ​ ​ $ 2,174,638 ​ ​ ​ ​ $ 2,307,593 ​ ​
​
(1)
See Note 7 for a discussion of these financial instruments.
​
(2)
See Note 5 for a discussion of the sources of distributions paid by the Company.
​
(3)
See Note 3 for a discussion of the Company’s capital share transactions.
​
​
See notes to unaudited consolidated financial statements.
3
TABLE OF CONTENTS​
FS Investment Corporation III
Unaudited Consolidated Statements of Cash Flows
(in thousands)
​
​ ​ ​
Nine Months Ended
September 30,
​
​ ​ ​
2019
​ ​
2018
​
Cash flows from operating activities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Net increase (decrease) in net assets resulting from operations
 ​ ​ ​ $ 99,546 ​ ​ ​ ​ $ 72,269 ​ ​
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Purchases of investments
 ​ ​ ​ ​ (1,203,449) ​ ​ ​ ​ ​ (1,089,493) ​ ​
Paid-in-kind interest
 ​ ​ ​ ​ (18,283) ​ ​ ​ ​ ​ (23,921) ​ ​
Proceeds from sales and repayments of investments
 ​ ​ ​ ​ 1,108,376 ​ ​ ​ ​ ​ 1,133,149 ​ ​
Net realized (gain) loss on investments
 ​ ​ ​ ​ 66,053 ​ ​ ​ ​ ​ 49,720 ​ ​
Net change in unrealized (appreciation) depreciation on investments
 ​ ​ ​ ​ (38,666) ​ ​ ​ ​ ​ 24,297 ​ ​
Net change in unrealized (appreciation) depreciation on total return swap
 ​ ​ ​ ​ (16,088) ​ ​ ​ ​ ​ 6,246 ​ ​
Net change in unrealized (appreciation) depreciation on interest rate swaps
 ​ ​ ​ ​ 18,306 ​ ​ ​ ​ ​ — ​ ​
Accretion of discount
 ​ ​ ​ ​ (7,039) ​ ​ ​ ​ ​ (3,308) ​ ​
Amortization of deferred financing costs
 ​ ​ ​ ​ 1,940 ​ ​ ​ ​ ​ 2,063 ​ ​
Net change in unrealized (gain) loss on borrowings in foreign currency
 ​ ​ ​ ​ (2,168) ​ ​ ​ ​ ​ — ​ ​
(Increase) decrease in due from counterparty
 ​ ​ ​ ​ 92,726 ​ ​ ​ ​ ​ (16,684) ​ ​
(Increase) decrease in receivable for investments sold and repaid
 ​ ​ ​ ​ (8,958) ​ ​ ​ ​ ​ (25,895) ​ ​
(Increase) decrease in interest receivable
 ​ ​ ​ ​ (7,998) ​ ​ ​ ​ ​ 1,075 ​ ​
(Increase) decrease in receivable due on total return swap
 ​ ​ ​ ​ 273 ​ ​ ​ ​ ​ (4,945) ​ ​
(Increase) decrease in receivable on interest rate swaps
 ​ ​ ​ ​ (1,467) ​ ​ ​ ​ ​ — ​ ​
(Increase) decrease in prepaid expenses and other assets
 ​ ​ ​ ​ (122) ​ ​ ​ ​ ​ 173 ​ ​
Increase (decrease) in payable for investments purchased
 ​ ​ ​ ​ (169,929) ​ ​ ​ ​ ​ (17,297) ​ ​
Increase (decrease) in management fees payable
 ​ ​ ​ ​ 866 ​ ​ ​ ​ ​ (3,291) ​ ​
Increase (decrease) in subordinated income incentive fees payable
 ​ ​ ​ ​ (3,690) ​ ​ ​ ​ ​ (1,660) ​ ​
Increase (decrease) in administrative services expense payable
 ​ ​ ​ ​ 896 ​ ​ ​ ​ ​ 577 ​ ​
Increase (decrease) in interest rate swap income payable
 ​ ​ ​ ​ 1,695 ​ ​ ​ ​ ​ — ​ ​
Increase (decrease) in interest payable(1)
 ​ ​ ​ ​ 1,727 ​ ​ ​ ​ ​ 1,422 ​ ​
Increase (decrease) in directors’ fees payable
 ​ ​ ​ ​ (102) ​ ​ ​ ​ ​ (6) ​ ​
Increase (decrease) in other accrued expenses and liabilities
 ​ ​ ​ ​ 2,358 ​ ​ ​ ​ ​ (921) ​ ​
Net cash provided by (used in) operating activities
 ​ ​ ​ ​ (83,197) ​ ​ ​ ​ ​ 103,570 ​ ​
Cash flows from financing activities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Repurchases of common stock
 ​ ​ ​ ​ (44,347) ​ ​ ​ ​ ​ (72,893) ​ ​
Distributions paid
 ​ ​ ​ ​ (86,981) ​ ​ ​ ​ ​ (71,303) ​ ​
Borrowings under credit facilities(1)
 ​ ​ ​ ​ 965,774 ​ ​ ​ ​ ​ 715,521 ​ ​
Repayments of credit facilities(1)
 ​ ​ ​ ​ (706,146) ​ ​ ​ ​ ​ (868,503) ​ ​
Deferred financing costs paid
 ​ ​ ​ ​ (4,198) ​ ​ ​ ​ ​ (6,406) ​ ​
Net cash provided by (used in) financing activities
 ​ ​ ​ ​ 124,102 ​ ​ ​ ​ ​ (303,584) ​ ​
Total increase (decrease) in cash
 ​ ​ ​ ​ 40,905 ​ ​ ​ ​ ​ (200,014) ​ ​
Cash, restricted cash and foreign currency at beginning of period
 ​ ​ ​ ​ 67,348 ​ ​ ​ ​ ​ 368,344 ​ ​
Cash, restricted cash and foreign currency at end of period(2)
 ​ ​ ​ $ 108,253 ​ ​ ​ ​ $ 168,330 ​ ​
Supplemental disclosure ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Non-cash purchase of investments
 ​ ​ ​ $ (52,880) ​ ​ ​ ​ $ (167,082) ​ ​
Non-cash sales of investments
 ​ ​ ​ $ 52,880 ​ ​ ​ ​ $ 167,082 ​ ​
Distributions reinvested
 ​ ​ ​ $ 64,344 ​ ​ ​ ​ $ 70,953 ​ ​
Excise and state taxes paid
 ​ ​ ​ $ 128 ​ ​ ​ ​ $ 573 ​ ​
​
(1)
See Note 9 for a discussion of the Company’s financing arrangements. During the nine months ended September 30, 2019 and 2018, the Company paid $46,117 and $35,675, respectively, in interest expense on the credit facilities and $11,401 and $9,801, respectively, in interest expense pursuant to the repurchase agreement.
​
(2)
As of September 30, 2019 and 2018, balance includes cash of  $82,333 and $168,330, respectively and restricted cash and collateral of  $25,920 and $0, respectively.
​
​
See notes to unaudited consolidated financial statements.
4
TABLE OF CONTENTS​
FS Investment Corporation III
 
Unaudited Consolidated Schedule of Investments
As of September 30, 2019
(in thousands, except share amounts)
​
Portfolio Company(a)
 ​ ​
Footnotes
​ ​
Industry
​ ​
Rate(b)
 ​ ​
Floor(b)
 ​ ​
Maturity
​ ​
Principal
Amount(c)
 ​ ​
Amortized
Cost
​ ​
Fair
Value(d)
 ​
Senior Secured Loans—First
Lien—119.5%
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
5 Arch Income Fund 2, LLC
​ ​
(i)(n)
​ ​ Diversified Financials ​ ​
10.5%
​ ​ ​ ​ ​ ​ ​ ​
11/18/23
​ ​ ​ $ 113,307 ​ ​ ​ ​ $ 113,307 ​ ​ ​ ​ $ 113,062 ​ ​
5 Arch Income Fund 2, LLC
​ ​
(i)(j)(n)
​ ​ Diversified Financials ​ ​
10.5%
​ ​ ​ ​ ​ ​ ​ ​
11/18/23
​ ​ ​ ​ 35,092 ​ ​ ​ ​ ​ 35,092 ​ ​ ​ ​ ​ 35,017 ​ ​
Accuride Corp
​ ​
(q)(r)
​ ​ Capital Goods ​ ​
L+525
​ ​ ​ ​ 1.0% ​ ​ ​
11/17/23
​ ​ ​ ​ 4,665 ​ ​ ​ ​ ​ 3,915 ​ ​ ​ ​ ​ 3,945 ​ ​
Acosta Holdco Inc
​ ​
(k)(l)(q)
​ ​ Commercial & Professional Services ​ ​
L+325
​ ​ ​ ​ 1.0% ​ ​ ​
9/26/21
​ ​ ​ ​ 14,183 ​ ​ ​ ​ ​ 10,525 ​ ​ ​ ​ ​ 4,450 ​ ​
Advantage Sales & Marketing Inc
​ ​
(q)
​ ​ Commercial & Professional Services ​ ​
L+325
​ ​ ​ ​ 1.0% ​ ​ ​
7/23/21
​ ​ ​ ​ 16,695 ​ ​ ​ ​ ​ 15,158 ​ ​ ​ ​ ​ 15,633 ​ ​
All Systems Holding LLC
​ ​
(f)(g)(h)
​ ​ Commercial & Professional Services ​ ​
L+625
​ ​ ​ ​ 1.0% ​ ​ ​
10/31/23
​ ​ ​ ​ 69,277 ​ ​ ​ ​ ​ 69,277 ​ ​ ​ ​ ​ 69,970 ​ ​
All Systems Holding LLC
​ ​
(j)
​ ​ Commercial & Professional Services ​ ​
L+625
​ ​ ​ ​ 1.0% ​ ​ ​
10/31/23
​ ​ ​ ​ 11,970 ​ ​ ​ ​ ​ 11,970 ​ ​ ​ ​ ​ 12,090 ​ ​
Alstom SA
​ ​
(i)(q)
​ ​ Transportation ​ ​
L+450
​ ​ ​ ​ 1.0% ​ ​ ​
8/29/21
​ ​ ​ ​ 6,189 ​ ​ ​ ​ ​ 5,954 ​ ​ ​ ​ ​ 5,988 ​ ​
Altus Power America Inc
​ ​ ​ ​ ​ Energy ​ ​
L+750
​ ​ ​ ​ 1.5% ​ ​ ​
9/30/21
​ ​ ​ ​ 3,750 ​ ​ ​ ​ ​ 3,750 ​ ​ ​ ​ ​ 3,642 ​ ​
American Tire Distributors Inc
​ ​
(q)
​ ​ Automobiles & Components ​ ​
L+600, 1.0% PIK (1.0% Max PIK)
​ ​ ​ ​ 1.0% ​ ​ ​
9/1/23
​ ​ ​ ​ 1,447 ​ ​ ​ ​ ​ 1,365 ​ ​ ​ ​ ​ 1,436 ​ ​
American Tire Distributors Inc
​ ​
(q)
​ ​ Automobiles & Components ​ ​
L+750
​ ​ ​ ​ 1.0% ​ ​ ​
9/2/24
​ ​ ​ ​ 10,841 ​ ​ ​ ​ ​ 9,642 ​ ​ ​ ​ ​ 9,584 ​ ​
Ammeraal Beltech Holding BV
​ ​
(i)(q)
​ ​ Capital Goods ​ ​
E+375
​ ​ ​ ​ ​ ​ ​ ​
7/30/25
​ ​ ​ € 1,268 ​ ​ ​ ​ ​ 1,466 ​ ​ ​ ​ ​ 1,339 ​ ​
Apex Group Limited
​ ​
(i)(j)
​ ​ Diversified Financials ​ ​
L+650
​ ​ ​ ​ 1.3% ​ ​ ​
6/15/23
​ ​ ​ $ 1,957 ​ ​ ​ ​ ​ 1,911 ​ ​ ​ ​ ​ 1,955 ​ ​
Apex Group Limited
​ ​
(i)
​ ​ Diversified Financials ​ ​
L+650
​ ​ ​ ​ 1.3% ​ ​ ​
6/15/25
​ ​ ​ ​ 6,350 ​ ​ ​ ​ ​ 6,244 ​ ​ ​ ​ ​ 6,344 ​ ​
Apex Group Limited
​ ​
(i)
​ ​ Diversified Financials ​ ​
L+700
​ ​ ​ ​ 1.0% ​ ​ ​
6/15/25
​ ​ ​ ​ 23,278 ​ ​ ​ ​ ​ 23,189 ​ ​ ​ ​ ​ 23,256 ​ ​
Apex Group Limited
​ ​
(f)(i)
​ ​ Diversified Financials ​ ​
L+700
​ ​ ​ ​ 1.3% ​ ​ ​
6/15/25
​ ​ ​ ​ 13,130 ​ ​ ​ ​ ​ 12,904 ​ ​ ​ ​ ​ 13,117 ​ ​
Apex Group Limited
​ ​
(i)
​ ​ Diversified Financials ​ ​
L+700
​ ​ ​ ​ 1.5% ​ ​ ​
6/15/25
​ ​ ​ £ 19,449 ​ ​ ​ ​ ​ 24,703 ​ ​ ​ ​ ​ 24,041 ​ ​
Arrotex Australia Group Pty Ltd
​ ​
(i)
​ ​ Pharmaceuticals, Biotechnology & Life Sciences ​ ​
B+525
​ ​ ​ ​ 1.0% ​ ​ ​
7/10/24
​ ​ ​ A$ 40,732 ​ ​ ​ ​ ​ 27,950 ​ ​ ​ ​ ​ 27,068 ​ ​
Aspect Software Inc
​ ​
(j)
​ ​ Software & Services ​ ​
L+500
​ ​ ​ ​ 1.0% ​ ​ ​
7/15/23
​ ​ ​ $ 2,422 ​ ​ ​ ​ ​ 2,422 ​ ​ ​ ​ ​ 2,422 ​ ​
Aspect Software Inc
​ ​
(f)
​ ​ Software & Services ​ ​
L+500
​ ​ ​ ​ 1.0% ​ ​ ​
1/15/24
​ ​ ​ ​ 15,595 ​ ​ ​ ​ ​ 13,943 ​ ​ ​ ​ ​ 14,094 ​ ​
ATX Networks Corp
​ ​
(g)(i)(q)
​ ​ Technology Hardware & Equipment ​ ​
L+600, 1.0% PIK (1.0% Max PIK)
​ ​ ​ ​ 1.0% ​ ​ ​
6/11/21
​ ​ ​ ​ 49,218 ​ ​ ​ ​ ​ 48,109 ​ ​ ​ ​ ​ 46,511 ​ ​
AVF Parent LLC
​ ​
(k)(l)
​ ​ Retailing ​ ​
L+725
​ ​ ​ ​ 1.3% ​ ​ ​
3/1/24
​ ​ ​ ​ 28,868 ​ ​ ​ ​ ​ 28,632 ​ ​ ​ ​ ​ 16,422 ​ ​
Belk Inc
​ ​
(q)
​ ​ Retailing ​ ​
L+475
​ ​ ​ ​ 1.0% ​ ​ ​
12/12/22
​ ​ ​ ​ 21,705 ​ ​ ​ ​ ​ 18,102 ​ ​ ​ ​ ​ 15,965 ​ ​
Borden Dairy Co
​ ​
(f)(g)
​ ​ Food, Beverage & Tobacco ​ ​
L+750
​ ​ ​ ​ 1.0% ​ ​ ​
7/6/23
​ ​ ​ ​ 48,125 ​ ​ ​ ​ ​ 48,125 ​ ​ ​ ​ ​ 41,922 ​ ​
Brand Energy & Infrastructure
Services Inc
​ ​
(q)
​ ​ Capital Goods ​ ​
L+425
​ ​ ​ ​ 1.0% ​ ​ ​
6/21/24
​ ​ ​ ​ 11,450 ​ ​ ​ ​ ​ 10,968 ​ ​ ​ ​ ​ 11,221 ​ ​
Caprock Midstream LLC
​ ​
(q)
​ ​ Energy ​ ​
L+475
​ ​ ​ ​ ​ ​ ​ ​
11/3/25
​ ​ ​ ​ 5,005 ​ ​ ​ ​ ​ 4,551 ​ ​ ​ ​ ​ 4,521 ​ ​
CEPSA Holdco (Matador Bidco)
​ ​
(i)(q)(r)
​ ​ Energy ​ ​
L+475
​ ​ ​ ​ ​ ​ ​ ​
6/19/26
​ ​ ​ ​ 2,154 ​ ​ ​ ​ ​ 2,132 ​ ​ ​ ​ ​ 2,162 ​ ​
CHS/Community Health Systems,
Inc.
​ ​
(e)(i)(q)(p)
​ ​ Health Care Equipment & Services ​ ​
8.0%
​ ​ ​ ​ ​ ​ ​ ​
3/15/26
​ ​ ​ ​ 8,299 ​ ​ ​ ​ ​ 8,063 ​ ​ ​ ​ ​ 8,299 ​ ​
Conservice LLC
​ ​
(j)
​ ​ Consumer Services ​ ​
L+525
​ ​ ​ ​ ​ ​ ​ ​
11/29/24
​ ​ ​ ​ 1,446 ​ ​ ​ ​ ​ 1,434 ​ ​ ​ ​ ​ 1,437 ​ ​
See notes to unaudited consolidated financial statements.
5
TABLE OF CONTENTS
FS Investment Corporation III
 
Unaudited Consolidated Schedule of Investments (continued)
As of September 30, 2019
(in thousands, except share amounts)
​
 
Portfolio Company(a)
 ​ ​
Footnotes
​ ​
Industry
​ ​
Rate(b)
 ​ ​
Floor(b)
 ​ ​
Maturity
​ ​
Principal
Amount(c)
 ​ ​
Amortized
Cost
​ ​
Fair
Value(d)
 ​
Conservice LLC
​ ​ ​ ​ ​ Consumer Services ​ ​
L+525
​ ​ ​ ​ ​ ​ ​ ​
11/29/24
​ ​ ​ $ 29,368 ​ ​ ​ ​ $ 29,114 ​ ​ ​ ​ $ 29,319 ​ ​
Conservice LLC
​ ​
(j)
​ ​ Consumer Services ​ ​
L+525
​ ​ ​ ​ ​ ​ ​ ​
11/29/24
​ ​ ​ ​ 1,229 ​ ​ ​ ​ ​ 1,224 ​ ​ ​ ​ ​ 1,227 ​ ​
Constellis Holdings LLC
​ ​
(g)
​ ​ Capital Goods ​ ​
L+625
​ ​ ​ ​ 1.0% ​ ​ ​
4/15/22
​ ​ ​ ​ 39,924 ​ ​ ​ ​ ​ 39,441 ​ ​ ​ ​ ​ 33,813 ​ ​
CSafe Global
​ ​ ​ ​ ​ Capital Goods ​ ​
L+650
​ ​ ​ ​ 1.0% ​ ​ ​
11/1/21
​ ​ ​ ​ 1,043 ​ ​ ​ ​ ​ 1,043 ​ ​ ​ ​ ​ 1,038 ​ ​
CSafe Global
​ ​
(j)
​ ​ Capital Goods ​ ​
L+650
​ ​ ​ ​ 1.0% ​ ​ ​
11/1/21
​ ​ ​ ​ 1,565 ​ ​ ​ ​ ​ 1,565 ​ ​ ​ ​ ​ 1,557 ​ ​
CSafe Global
​ ​
(f)
​ ​ Capital Goods ​ ​
L+650
​ ​ ​ ​ 1.0% ​ ​ ​
10/31/23
​ ​ ​ ​ 24,773 ​ ​ ​ ​ ​ 24,773 ​ ​ ​ ​ ​ 24,649 ​ ​
CSafe Global
​ ​
(j)
​ ​ Capital Goods ​ ​
L+650
​ ​ ​ ​ 1.0% ​ ​ ​
10/31/23
​ ​ ​ ​ 5,217 ​ ​ ​ ​ ​ 5,217 ​ ​ ​ ​ ​ 5,191 ​ ​
CSM Bakery Products
​ ​
(q)(r)
​ ​ Food, Beverage & Tobacco ​ ​
L+400
​ ​ ​ ​ 1.0% ​ ​ ​
7/3/20
​ ​ ​ ​ 6,354 ​ ​ ​ ​ ​ 6,048 ​ ​ ​ ​ ​ 5,941 ​ ​
Dayton Superior Corp
​ ​
(q)
​ ​ Materials ​ ​
L+800, 6.0% PIK (6.0% Max PIK)
​ ​ ​ ​ 1.0% ​ ​ ​
11/15/21
​ ​ ​ ​ 3,560 ​ ​ ​ ​ ​ 2,844 ​ ​ ​ ​ ​ 1,869 ​ ​
Diamond Resorts International Inc
​ ​
(f)(q)
​ ​ Consumer Services ​ ​
L+375
​ ​ ​ ​ 1.0% ​ ​ ​
9/2/23
​ ​ ​ ​ 37,607 ​ ​ ​ ​ ​ 35,605 ​ ​ ​ ​ ​ 36,724 ​ ​
Distribution International Inc
​ ​
(q)
​ ​ Retailing ​ ​
L+575
​ ​ ​ ​ 1.0% ​ ​ ​
12/15/23
​ ​ ​ ​ 368 ​ ​ ​ ​ ​ 330 ​ ​ ​ ​ ​ 346 ​ ​
Eagle Family Foods Inc
​ ​ ​ ​ ​ Food, Beverage & Tobacco ​ ​
L+650
​ ​ ​ ​ 1.0% ​ ​ ​
6/14/23
​ ​ ​ ​ 1,481 ​ ​ ​ ​ ​ 1,468 ​ ​ ​ ​ ​ 1,424 ​ ​
Eagle Family Foods Inc
​ ​
(j)
​ ​ Food, Beverage & Tobacco ​ ​
L+650
​ ​ ​ ​ 1.0% ​ ​ ​
6/14/23
​ ​ ​ ​ 2,026 ​ ​ ​ ​ ​ 2,009 ​ ​ ​ ​ ​ 1,949 ​ ​
Eagle Family Foods Inc
​ ​
(f)
​ ​ Food, Beverage & Tobacco ​ ​
L+675
​ ​ ​ ​ 1.0% ​ ​ ​
6/14/24
​ ​ ​ ​ 23,088 ​ ​ ​ ​ ​ 22,872 ​ ​ ​ ​ ​ 22,205 ​ ​
Eagleclaw Midstream Ventures LLC
​ ​
(q)
​ ​ Energy ​ ​
L+425
​ ​ ​ ​ 1.0% ​ ​ ​
6/24/24
​ ​ ​ ​ 5,481 ​ ​ ​ ​ ​ 5,050 ​ ​ ​ ​ ​ 5,052 ​ ​
Electronics For Imaging Inc
​ ​
(q)
​ ​ Technology Hardware & Equipment ​ ​
L+500
​ ​ ​ ​ ​ ​ ​ ​
7/23/26
​ ​ ​ ​ 13,327 ​ ​ ​ ​ ​ 12,673 ​ ​ ​ ​ ​ 12,461 ​ ​
Empire Today LLC
​ ​
(f)(g)
​ ​ Retailing ​ ​
L+650
​ ​ ​ ​ 1.0% ​ ​ ​
11/17/22
​ ​ ​ ​ 43,763 ​ ​ ​ ​ ​ 43,763 ​ ​ ​ ​ ​ 43,773 ​ ​
Entertainment Benefits Group LLC
​ ​ ​ ​ ​ Media & Entertainment ​ ​
L+575
​ ​ ​ ​ 1.0% ​ ​ ​
9/30/24
​ ​ ​ ​ 504 ​ ​ ​ ​ ​ 504 ​ ​ ​ ​ ​ 504 ​ ​
Entertainment Benefits Group LLC
​ ​
(j)
​ ​ Media & Entertainment ​ ​
L+575
​ ​ ​ ​ 1.0% ​ ​ ​
9/30/24
​ ​ ​ ​ 2,017 ​ ​ ​ ​ ​ 2,017 ​ ​ ​ ​ ​ 2,017 ​ ​
Entertainment Benefits Group LLC
​ ​
(f)
​ ​ Media & Entertainment ​ ​
L+575
​ ​ ​ ​ 1.0% ​ ​ ​
9/30/25
​ ​ ​ ​ 15,085 ​ ​ ​ ​ ​ 14,897 ​ ​ ​ ​ ​ 14,897 ​ ​
Fairway Group Holdings Corp
​ ​
(s)
​ ​ Food & Staples Retailing ​ ​
4.0%, 11.0% PIK (11.0% Max PIK)
​ ​ ​ ​ ​ ​ ​ ​
8/28/23
​ ​ ​ ​ 4,243 ​ ​ ​ ​ ​ 4,108 ​ ​ ​ ​ ​ 4,243 ​ ​
Fairway Group Holdings Corp
​ ​
(s)
​ ​ Food & Staples Retailing ​ ​
12.0% PIK (12.0% Max PIK)
​ ​ ​ ​ 1.0% ​ ​ ​
11/27/23
​ ​ ​ ​ 7,601 ​ ​ ​ ​ ​ 7,601 ​ ​ ​ ​ ​ 6,973 ​ ​
Fairway Group Holdings Corp
​ ​
(k)(l)(s)
​ ​ Food & Staples Retailing ​ ​
10.0% PIK (10.0% Max PIK)
​ ​ ​ ​ 1.0% ​ ​ ​
11/28/23
​ ​ ​ ​ 4,786 ​ ​ ​ ​ ​ 3,916 ​ ​ ​ ​ ​ 209 ​ ​
FHC Health Systems Inc
​ ​
(q)
​ ​ Health Care Equipment & Services ​ ​
L+400
​ ​ ​ ​ 1.0% ​ ​ ​
12/23/21
​ ​ ​ ​ 8,768 ​ ​ ​ ​ ​ 7,530 ​ ​ ​ ​ ​ 8,775 ​ ​
Foresight Energy LLC
​ ​
(i)(k)(l)(q)
​ ​ Materials ​ ​
L+575
​ ​ ​ ​ 1.0% ​ ​ ​
3/28/22
​ ​ ​ ​ 12,128 ​ ​ ​ ​ ​ 8,966 ​ ​ ​ ​ ​ 6,681 ​ ​
Fox Head Inc
​ ​
(f)
​ ​ Consumer Durables & Apparel ​ ​
L+850
​ ​ ​ ​ 1.0% ​ ​ ​
12/19/20
​ ​ ​ ​ 6,518 ​ ​ ​ ​ ​ 6,518 ​ ​ ​ ​ ​ 6,133 ​ ​
FullBeauty Brands Holdings Corp
​ ​ ​ ​ ​ Retailing ​ ​
L+1,000
​ ​ ​ ​ 1.0% ​ ​ ​
2/7/22
​ ​ ​ ​ 310 ​ ​ ​ ​ ​ 310 ​ ​ ​ ​ ​ 302 ​ ​
FullBeauty Brands Holdings Corp
​ ​
(q)
​ ​ Retailing ​ ​
L+900
​ ​ ​ ​ 1.0% ​ ​ ​
2/7/24
​ ​ ​ ​ 1,808 ​ ​ ​ ​ ​ 1,767 ​ ​ ​ ​ ​ 949 ​ ​
Greystone Equity Member Corp
​ ​
(i)
​ ​ Diversified Financials ​ ​
L+725
​ ​ ​ ​ 3.8% ​ ​ ​
4/1/26
​ ​ ​ ​ 109,692 ​ ​ ​ ​ ​ 109,692 ​ ​ ​ ​ ​ 108,732 ​ ​
Greystone Equity Member Corp
​ ​
(i)(j)
​ ​ Diversified Financials ​ ​
L+725
​ ​ ​ ​ 3.8% ​ ​ ​
4/1/26
​ ​ ​ ​ 9,558 ​ ​ ​ ​ ​ 9,558 ​ ​ ​ ​ ​ 9,474 ​ ​
HM Dunn Co Inc
​ ​
(k)(l)(s)
​ ​ Capital Goods ​ ​
L+875 PIK (L+875 Max PIK)
​ ​ ​ ​ 1.0% ​ ​ ​
6/30/21
​ ​ ​ ​ 7,150 ​ ​ ​ ​ ​ 5,786 ​ ​ ​ ​ ​ 2,511 ​ ​
HM Dunn Co Inc
​ ​
(s)
​ ​ Capital Goods ​ ​
15.0% PIK (15.0% Max PIK)
​ ​ ​ ​ ​ ​ ​ ​
6/30/21
​ ​ ​ ​ 416 ​ ​ ​ ​ ​ 416 ​ ​ ​ ​ ​ 416 ​ ​
See notes to unaudited consolidated financial statements.
6
TABLE OF CONTENTS
FS Investment Corporation III
 
Unaudited Consolidated Schedule of Investments (continued)
As of September 30, 2019
(in thousands, except share amounts)
​
 
Portfolio Company(a)
 ​ ​
Footnotes
​ ​
Industry
​ ​
Rate(b)
 ​ ​
Floor(b)
 ​ ​
Maturity
​ ​
Principal
Amount(c)
 ​ ​
Amortized
Cost
​ ​
Fair
Value(d)
 ​
HM Dunn Co Inc
​ ​
(j)(s)
​ ​ Capital Goods ​ ​
15.0% PIK (15.0% Max PIK)
​ ​ ​ ​ ​ ​ ​ ​
6/30/21
​ ​ ​ $ 247 ​ ​ ​ ​ $ 247 ​ ​ ​ ​ $ 247 ​ ​
Hudson Technologies Co
​ ​
(i)
​ ​ Commercial & Professional Services ​ ​
L+1,025
​ ​ ​ ​ 1.0% ​ ​ ​
10/10/23
​ ​ ​ ​ 7,769 ​ ​ ​ ​ ​ 7,711 ​ ​ ​ ​ ​ 4,331 ​ ​
Icynene Group Ltd
​ ​
(f)(g)(h)
​ ​ Materials ​ ​
L+700
​ ​ ​ ​ 1.0% ​ ​ ​
11/30/24
​ ​ ​ ​ 75,653 ​ ​ ​ ​ ​ 75,653 ​ ​ ​ ​ ​ 75,884 ​ ​
Industria Chimica Emiliana Srl
​ ​
(i)
​ ​ Pharmaceuticals, Biotechnology & Life Sciences ​ ​
L+650
​ ​ ​ ​ ​ ​ ​ ​
6/30/26
​ ​ ​ € 44,205 ​ ​ ​ ​ ​ 47,125 ​ ​ ​ ​ ​ 46,761 ​ ​
Industria Chimica Emiliana Srl
​ ​
(i)(j)
​ ​ Pharmaceuticals, Biotechnology & Life Sciences ​ ​
L+650
​ ​ ​ ​ ​ ​ ​ ​
6/30/26
​ ​ ​ ​ 6,271 ​ ​ ​ ​ ​ 6,863 ​ ​ ​ ​ ​ 6,634 ​ ​
Ivanti Software Inc
​ ​
(q)
​ ​ Software & Services ​ ​
L+425
​ ​ ​ ​ 1.0% ​ ​ ​
1/20/24
​ ​ ​ $ 7,370 ​ ​ ​ ​ ​ 7,341 ​ ​ ​ ​ ​ 7,357 ​ ​
J S Held LLC
​ ​ ​ ​ ​ Insurance ​ ​
L+600
​ ​ ​ ​ 1.0% ​ ​ ​
7/1/25
​ ​ ​ ​ 236 ​ ​ ​ ​ ​ 233 ​ ​ ​ ​ ​ 233 ​ ​
J S Held LLC
​ ​
(j)
​ ​ Insurance ​ ​
L+600
​ ​ ​ ​ 1.0% ​ ​ ​
7/1/25
​ ​ ​ ​ 3,132 ​ ​ ​ ​ ​ 3,102 ​ ​ ​ ​ ​ 3,100 ​ ​
J S Held LLC
​ ​
(g)
​ ​ Insurance ​ ​
L+600
​ ​ ​ ​ 1.0% ​ ​ ​
7/1/25
​ ​ ​ ​ 29,359 ​ ​ ​ ​ ​ 29,085 ​ ​ ​ ​ ​ 29,065 ​ ​
J S Held LLC
​ ​
(j)
​ ​ Insurance ​ ​
L+600
​ ​ ​ ​ 1.0% ​ ​ ​
7/1/25
​ ​ ​ ​ 7,207 ​ ​ ​ ​ ​ 7,207 ​ ​ ​ ​ ​ 7,134 ​ ​
JC Penney Corp Inc
​ ​
(i)(q)
​ ​ Retailing ​ ​
L+425
​ ​ ​ ​ 1.0% ​ ​ ​
6/23/23
​ ​ ​ ​ 2,274 ​ ​ ​ ​ ​ 1,950 ​ ​ ​ ​ ​ 1,987 ​ ​
Jo-Ann Stores Inc
​ ​
(q)
​ ​ Retailing ​ ​
L+500
​ ​ ​ ​ 1.0% ​ ​ ​
10/20/23
​ ​ ​ ​ 3,019 ​ ​ ​ ​ ​ 2,161 ​ ​ ​ ​ ​ 2,092 ​ ​
Jostens Inc
​ ​
(q)
​ ​ Consumer Services ​ ​
L+550
​ ​ ​ ​ ​ ​ ​ ​
12/19/25
​ ​ ​ ​ 3,941 ​ ​ ​ ​ ​ 3,841 ​ ​ ​ ​ ​ 3,937 ​ ​
JSS Holdings Ltd
​ ​
(f)(g)(h)
​ ​ Capital Goods ​ ​
L+800, 0.0% PIK (2.5% Max PIK)
​ ​ ​ ​ 1.0% ​ ​ ​
3/31/23
​ ​ ​ ​ 65,951 ​ ​ ​ ​ ​ 65,518 ​ ​ ​ ​ ​ 67,930 ​ ​
Kodiak BP LLC
​ ​
(f)(g)(h)
​ ​ Capital Goods ​ ​
L+725
​ ​ ​ ​ 1.0% ​ ​ ​
12/1/24
​ ​ ​ ​ 95,522 ​ ​ ​ ​ ​ 95,522 ​ ​ ​ ​ ​ 94,566 ​ ​
Kodiak BP LLC
​ ​
(j)
​ ​ Capital Goods ​ ​
L+725
​ ​ ​ ​ 1.0% ​ ​ ​
12/1/24
​ ​ ​ ​ 5,609 ​ ​ ​ ​ ​ 5,609 ​ ​ ​ ​ ​ 5,553 ​ ​
Laird PLC
​ ​
(i)(q)(r)
​ ​ Technology Hardware & Equipment ​ ​
L+450
​ ​ ​ ​ ​ ​ ​ ​
7/9/25
​ ​ ​ ​ 460 ​ ​ ​ ​ ​ 423 ​ ​ ​ ​ ​ 424 ​ ​
LBM Borrower LLC
​ ​
(f)(q)
​ ​ Capital Goods ​ ​
L+375
​ ​ ​ ​ 1.0% ​ ​ ​
8/20/22
​ ​ ​ ​ 5,282 ​ ​ ​ ​ ​ 4,986 ​ ​ ​ ​ ​ 5,286 ​ ​
LD Intermediate Holdings Inc
​ ​
(q)
​ ​ Software & Services ​ ​
L+588
​ ​ ​ ​ 1.0% ​ ​ ​
12/9/22
​ ​ ​ ​ 9,125 ​ ​ ​ ​ ​ 8,302 ​ ​ ​ ​ ​ 9,072 ​ ​
Lipari Foods LLC
​ ​
(h)
​ ​ Food & Staples Retailing ​ ​
L+588
​ ​ ​ ​ 1.0% ​ ​ ​
1/6/25
​ ​ ​ ​ 103,337 ​ ​ ​ ​ ​ 102,571 ​ ​ ​ ​ ​ 103,220 ​ ​
Lipari Foods LLC
​ ​
(j)
​ ​ Food & Staples Retailing ​ ​
L+588
​ ​ ​ ​ 1.0% ​ ​ ​
1/6/25
​ ​ ​ ​ 21,437 ​ ​ ​ ​ ​ 21,437 ​ ​ ​ ​ ​ 21,412 ​ ​
Mitel US Holdings Inc
​ ​
(q)
​ ​ Technology Hardware & Equipment ​ ​
L+450
​ ​ ​ ​ ​ ​ ​ ​
11/30/25
​ ​ ​ ​ 228 ​ ​ ​ ​ ​ 221 ​ ​ ​ ​ ​ 213 ​ ​
Monitronics International Inc
​ ​
(q)(r)
​ ​ Commercial & Professional Services ​ ​
L+650
​ ​ ​ ​ 1.3% ​ ​ ​
3/29/24
​ ​ ​ ​ 17,416 ​ ​ ​ ​ ​ 16,605 ​ ​ ​ ​ ​ 16,093 ​ ​
Monitronics International Inc
​ ​
(q)
​ ​ Commercial & Professional Services ​ ​
L+500
​ ​ ​ ​ 1.5% ​ ​ ​
7/3/24
​ ​ ​ ​ 4,446 ​ ​ ​ ​ ​ 4,446 ​ ​ ​ ​ ​ 4,457 ​ ​
Monitronics International Inc
​ ​
(j)(q)
​ ​ Commercial & Professional Services ​ ​
L+500
​ ​ ​ ​ 1.5% ​ ​ ​
7/3/24
​ ​ ​ ​ 25,541 ​ ​ ​ ​ ​ 25,541 ​ ​ ​ ​ ​ 25,605 ​ ​
Monitronics International Inc
​ ​
(q)
​ ​ Commercial & Professional Services ​ ​
L+500
​ ​ ​ ​ 1.5% ​ ​ ​
7/3/24
​ ​ ​ ​ 15,195 ​ ​ ​ ​ ​ 15,195 ​ ​ ​ ​ ​ 15,328 ​ ​
Multi-Color Corp
​ ​
(i)(q)
​ ​ Commercial & Professional Services ​ ​
6.8%
​ ​ ​ ​ ​ ​ ​ ​
7/15/26
​ ​ ​ ​ 5,773 ​ ​ ​ ​ ​ 5,815 ​ ​ ​ ​ ​ 6,015 ​ ​
Murray Energy Corp
​ ​ ​ ​ ​ Energy ​ ​
L+900
​ ​ ​ ​ 1.0% ​ ​ ​
2/12/21
​ ​ ​ ​ 9,258 ​ ​ ​ ​ ​ 9,217 ​ ​ ​ ​ ​ 9,273 ​ ​
NaviHealth Inc.
​ ​
(q)
​ ​ Health Care Equipment & Services ​ ​
L+500
​ ​ ​ ​ ​ ​ ​ ​
8/1/25
​ ​ ​ ​ 9,998 ​ ​ ​ ​ ​ 9,900 ​ ​ ​ ​ ​ 9,973 ​ ​
North Haven Cadence Buyer Inc
​ ​
(j)
​ ​ Consumer Services ​ ​
L+500
​ ​ ​ ​ 1.0% ​ ​ ​
9/2/21
​ ​ ​ ​ 750 ​ ​ ​ ​ ​ 750 ​ ​ ​ ​ ​ 750 ​ ​
North Haven Cadence Buyer Inc
​ ​ ​ ​ ​ Consumer Services ​ ​
L+650
​ ​ ​ ​ 1.0% ​ ​ ​
9/2/22
​ ​ ​ ​ 4,063 ​ ​ ​ ​ ​ 4,063 ​ ​ ​ ​ ​ 4,048 ​ ​
See notes to unaudited consolidated financial statements.
7
TABLE OF CONTENTS
FS Investment Corporation III
 
Unaudited Consolidated Schedule of Investments (continued)
As of September 30, 2019
(in thousands, except share amounts)
​
 
Portfolio Company(a)
 ​ ​
Footnotes
​ ​
Industry
​ ​
Rate(b)
 ​ ​
Floor(b)
 ​ ​
Maturity
​ ​
Principal
Amount(c)
 ​ ​
Amortized
Cost
​ ​
Fair
Value(d)
 ​
North Haven Cadence Buyer Inc
​ ​
(j)
​ ​ Consumer Services ​ ​
L+650
​ ​ ​ ​ 1.0% ​ ​ ​
9/2/22
​ ​ ​ $ 5,083 ​ ​ ​ ​ $ 5,083 ​ ​ ​ ​ $ 5,064 ​ ​
North Haven Cadence Buyer Inc
​ ​
(f)(g)
​ ​ Consumer Services ​ ​
L+794
​ ​ ​ ​ 1.0% ​ ​ ​
9/2/22
​ ​ ​ ​ 17,686 ​ ​ ​ ​ ​ 17,687 ​ ​ ​ ​ ​ 17,620 ​ ​
One Call Care Management Inc
​ ​
(q)
​ ​ Insurance ​ ​
L+400
​ ​ ​ ​ 1.0% ​ ​ ​
11/27/20
​ ​ ​ ​ 56 ​ ​ ​ ​ ​ 50 ​ ​ ​ ​ ​ 49 ​ ​
One Call Care Management Inc
​ ​
(q)
​ ​ Insurance ​ ​
L+525
​ ​ ​ ​ 1.0% ​ ​ ​
11/27/22
​ ​ ​ ​ 1,287 ​ ​ ​ ​ ​ 1,098 ​ ​ ​ ​ ​ 1,019 ​ ​
P2 Energy Solutions, Inc.
​ ​
(q)
​ ​ Software & Services ​ ​
L+400
​ ​ ​ ​ 1.0% ​ ​ ​
10/30/20
​ ​ ​ ​ 2,399 ​ ​ ​ ​ ​ 2,370 ​ ​ ​ ​ ​ 2,378 ​ ​
PAE Holding Corp
​ ​
(q)
​ ​ Capital Goods ​ ​
L+550
​ ​ ​ ​ 1.0% ​ ​ ​
10/20/22
​ ​ ​ ​ 2,271 ​ ​ ​ ​ ​ 2,282 ​ ​ ​ ​ ​ 2,281 ​ ​
Peak 10 Holding Corp
​ ​
(q)
​ ​ Telecommunication Services ​ ​
L+350
​ ​ ​ ​ ​ ​ ​ ​
8/1/24
​ ​ ​ ​ 11,402 ​ ​ ​ ​ ​ 9,856 ​ ​ ​ ​ ​ 9,884 ​ ​
PF Chang’s China Bistro Inc
​ ​
(q)
​ ​ Consumer Services ​ ​
L+625
​ ​ ​ ​ ​ ​ ​ ​
3/1/26
​ ​ ​ ​ 8,611 ​ ​ ​ ​ ​ 8,530 ​ ​ ​ ​ ​ 7,362 ​ ​
PHRC License LLC
​ ​
(f)
​ ​ Consumer Services ​ ​
L+850, 0.3% PIK (4.3% Max PIK)
​ ​ ​ ​ 1.5% ​ ​ ​
4/28/22
​ ​ ​ ​ 16,593 ​ ​ ​ ​ ​ 16,593 ​ ​ ​ ​ ​ 16,697 ​ ​
Power Distribution Inc
​ ​ ​ ​ ​ Capital Goods ​ ​
L+725
​ ​ ​ ​ 1.3% ​ ​ ​
1/25/23
​ ​ ​ ​ 18,644 ​ ​ ​ ​ ​ 18,644 ​ ​ ​ ​ ​ 16,757 ​ ​
Production Resource Group LLC
​ ​
(f)(h)
​ ​ Media & Entertainment ​ ​
L+700
​ ​ ​ ​ 1.0% ​ ​ ​
8/21/24
​ ​ ​ ​ 173,008 ​ ​ ​ ​ ​ 173,008 ​ ​ ​ ​ ​ 152,463 ​ ​
Project Marron
​ ​
(i)
​ ​ Consumer Services ​ ​
L+625
​ ​ ​ ​ ​ ​ ​ ​
7/3/25
​ ​ ​ C$ 15,648 ​ ​ ​ ​ ​ 10,209 ​ ​ ​ ​ ​ 10,557 ​ ​
Project Marron
​ ​
(i)
​ ​ Consumer Services ​ ​
L+625
​ ​ ​ ​ ​ ​ ​ ​
7/2/25
​ ​ ​ A$ 12,291 ​ ​ ​ ​ ​ 9,369 ​ ​ ​ ​ ​ 9,281 ​ ​
Propulsion Acquisition LLC
​ ​
(f)(h)(q)
​ ​ Capital Goods ​ ​
L+600
​ ​ ​ ​ 1.0% ​ ​ ​
7/13/21
​ ​ ​ $ 54,140 ​ ​ ​ ​ ​ 53,455 ​ ​ ​ ​ ​ 53,598 ​ ​
PSKW LLC
​ ​
(f)(g)(h)
​ ​ Health Care Equipment & Services ​ ​
L+769
​ ​ ​ ​ 1.0% ​ ​ ​
11/25/21
​ ​ ​ ​ 172,364 ​ ​ ​ ​ ​ 172,262 ​ ​ ​ ​ ​ 172,364 ​ ​
Reliant Rehab Hospital Cincinnati LLC
​ ​
(g)
​ ​ Health Care Equipment & Services ​ ​
L+675
​ ​ ​ ​ 1.0% ​ ​ ​
9/2/24
​ ​ ​ ​ 50,766 ​ ​ ​ ​ ​ 50,366 ​ ​ ​ ​ ​ 49,905 ​ ​
Roadrunner Intermediate Acquisition Co LLC
​ ​
(f)(g)(h)
​ ​ Health Care Equipment & Services ​ ​
L+675
​ ​ ​ ​ 1.0% ​ ​ ​
3/15/23
​ ​ ​ ​ 90,215 ​ ​ ​ ​ ​ 90,215 ​ ​ ​ ​ ​ 87,799 ​ ​
Safariland LLC
​ ​ ​ ​ ​ Capital Goods ​ ​
L+725
​ ​ ​ ​ 1.1% ​ ​ ​
11/18/23
​ ​ ​ ​ 955 ​ ​ ​ ​ ​ 955 ​ ​ ​ ​ ​ 917 ​ ​
Safariland LLC
​ ​
(f)
​ ​ Capital Goods ​ ​
L+775
​ ​ ​ ​ 1.1% ​ ​ ​
11/18/23
​ ​ ​ ​ 41,938 ​ ​ ​ ​ ​ 41,938 ​ ​ ​ ​ ​ 40,260 ​ ​
Savers Inc
​ ​ ​ ​ ​ Retailing ​ ​
L+650, 0.8% PIK (0.8% Max PIK)
​ ​ ​ ​ 1.5% ​ ​ ​
3/28/24
​ ​ ​ ​ 22,584 ​ ​ ​ ​ ​ 22,326 ​ ​ ​ ​ ​ 22,357 ​ ​
Savers Inc
​ ​ ​ ​ ​ Retailing ​ ​
L+700, 0.8% PIK (0.8% Max PIK)
​ ​ ​ ​ 1.0% ​ ​ ​
3/28/24
​ ​ ​ C$ 31,363 ​ ​ ​ ​ ​ 23,094 ​ ​ ​ ​ ​ 23,879 ​ ​
Sequa Corp
​ ​
(q)(r)
​ ​ Materials ​ ​
L+500
​ ​ ​ ​ 1.0% ​ ​ ​
11/28/21
​ ​ ​ $ 24,053 ​ ​ ​ ​ ​ 23,744 ​ ​ ​ ​ ​ 23,888 ​ ​
Sequel Youth & Family Services LLC
​ ​
(g)
​ ​ Health Care Equipment & Services ​ ​
L+700
​ ​ ​ ​ 1.0% ​ ​ ​
9/1/23
​ ​ ​ ​ 2,254 ​ ​ ​ ​ ​ 2,254 ​ ​ ​ ​ ​ 2,277 ​ ​
Sequel Youth & Family Services LLC
​ ​
(f)
​ ​ Health Care Equipment & Services ​ ​
L+800
​ ​ ​ ​ ​ ​ ​ ​
9/1/23
​ ​ ​ ​ 13,000 ​ ​ ​ ​ ​ 13,000 ​ ​ ​ ​ ​ 13,130 ​ ​
Sequential Brands Group Inc.
​ ​
(f)
​ ​ Consumer Durables & Apparel ​ ​
L+875
​ ​ ​ ​ ​ ​ ​ ​
2/7/24
​ ​ ​ ​ 96,542 ​ ​ ​ ​ ​ 94,891 ​ ​ ​ ​ ​ 95,697 ​ ​
SI Group Inc
​ ​
(q)
​ ​ Materials ​ ​
L+475
​ ​ ​ ​ ​ ​ ​ ​
10/15/25
​ ​ ​ ​ 793 ​ ​ ​ ​ ​ 771 ​ ​ ​ ​ ​ 773 ​ ​
SIRVA Worldwide Inc
​ ​
(q)
​ ​ Commercial & Professional Services ​ ​
L+550
​ ​ ​ ​ ​ ​ ​ ​
8/4/25
​ ​ ​ ​ 3,088 ​ ​ ​ ​ ​ 2,991 ​ ​ ​ ​ ​ 2,995 ​ ​
Smart & Final Stores LLC
​ ​
(h)(i)(q)
​ ​ Food & Staples Retailing ​ ​
L+675
​ ​ ​ ​ ​ ​ ​ ​
6/20/25
​ ​ ​ ​ 25,538 ​ ​ ​ ​ ​ 23,093 ​ ​ ​ ​ ​ 23,389 ​ ​
Smart Foodservice
​ ​
(i)(q)
​ ​ Food & Staples Retailing ​ ​
L+475
​ ​ ​ ​ ​ ​ ​ ​
6/20/26
​ ​ ​ ​ 2,894 ​ ​ ​ ​ ​ 2,866 ​ ​ ​ ​ ​ 2,909 ​ ​
Sorenson Communications LLC
​ ​
(q)
​ ​ Telecommunication Services ​ ​
L+650
​ ​ ​ ​ ​ ​ ​ ​
4/29/24
​ ​ ​ ​ 22,966 ​ ​ ​ ​ ​ 22,107 ​ ​ ​ ​ ​ 22,995 ​ ​
See notes to unaudited consolidated financial statements.
8
TABLE OF CONTENTS
FS Investment Corporation III
 
Unaudited Consolidated Schedule of Investments (continued)
As of September 30, 2019
(in thousands, except share amounts)
​
 
Portfolio Company(a)
 ​ ​
Footnotes
​ ​
Industry
​ ​
Rate(b)
 ​ ​
Floor(b)
 ​ ​
Maturity
​ ​
Principal
Amount(c)
 ​ ​
Amortized
Cost
​ ​
Fair
Value(d)
 ​
Sungard Availability Services Capital Inc
​ ​ ​ ​ ​ Software & Services ​ ​
L+750
​ ​ ​ ​ 1.0% ​ ​ ​
2/3/22
​ ​ ​ $ 1,760 ​ ​ ​ ​ $ 1,710 ​ ​ ​ ​ $ 1,822 ​ ​
Sungard Availability Services Capital Inc
​ ​
(j)
​ ​ Software & Services ​ ​
L+750
​ ​ ​ ​ 1.0% ​ ​ ​
2/3/22
​ ​ ​ ​ 1,760 ​ ​ ​ ​ ​ 1,710 ​ ​ ​ ​ ​ 1,822 ​ ​
Sutherland Global Services Inc
​ ​
(i)(q)
​ ​ Software & Services ​ ​
L+538
​ ​ ​ ​ 1.0% ​ ​ ​
4/23/21
​ ​ ​ ​ 11,899 ​ ​ ​ ​ ​ 11,311 ​ ​ ​ ​ ​ 11,813 ​ ​
Swift Worldwide Resources Holdco Ltd
​ ​ ​ ​ ​ Energy ​ ​
L+1,000, 1.0% PIK (1.0% Max PIK)
​ ​ ​ ​ 1.0% ​ ​ ​
7/20/21
​ ​ ​ ​ 17,507 ​ ​ ​ ​ ​ 17,507 ​ ​ ​ ​ ​ 17,507 ​ ​
Tangoe LLC
​ ​
(g)
​ ​ Software & Services ​ ​
L+650
​ ​ ​ ​ 1.0% ​ ​ ​
11/28/25
​ ​ ​ ​ 43,723 ​ ​ ​ ​ ​ 43,325 ​ ​ ​ ​ ​ 43,775 ​ ​
Team Health Inc
​ ​
(q)
​ ​ Health Care Equipment & Services ​ ​
L+275
​ ​ ​ ​ 1.0% ​ ​ ​
2/6/24
​ ​ ​ ​ 88 ​ ​ ​ ​ ​ 74 ​ ​ ​ ​ ​ 73 ​ ​
Torrid Inc
​ ​
(f)
​ ​ Retailing ​ ​
L+675
​ ​ ​ ​ 1.0% ​ ​ ​
12/14/24
​ ​ ​ ​ 17,267 ​ ​ ​ ​ ​ 17,081 ​ ​ ​ ​ ​ 17,088 ​ ​
Total Safety US Inc
​ ​
(q)
​ ​ Capital Goods ​ ​
L+600
​ ​ ​ ​ 1.0% ​ ​ ​
8/16/25
​ ​ ​ ​ 4,090 ​ ​ ​ ​ ​ 3,690 ​ ​ ​ ​ ​ 3,873 ​ ​
Trace3 Inc
​ ​
(f)(g)
​ ​ Software & Services ​ ​
L+675
​ ​ ​ ​ 1.0% ​ ​ ​
8/3/24
​ ​ ​ ​ 37,248 ​ ​ ​ ​ ​ 37,248 ​ ​ ​ ​ ​ 36,550 ​ ​
Vertiv Group Corp
​ ​
(q)
​ ​ Technology Hardware & Equipment ​ ​
L+400
​ ​ ​ ​ 1.0% ​ ​ ​
11/30/23
​ ​ ​ ​ 12,595 ​ ​ ​ ​ ​ 11,983 ​ ​ ​ ​ ​ 12,017 ​ ​
Virgin Pulse Inc
​ ​
(f)(g)(h)
​ ​ Software & Services ​ ​
L+650
​ ​ ​ ​ 1.0% ​ ​ ​
5/22/25
​ ​ ​ ​ 67,396 ​ ​ ​ ​ ​ 66,932 ​ ​ ​ ​ ​ 66,938 ​ ​
Vivint Inc
​ ​
(f)(q)
​ ​ Commercial & Professional Services ​ ​
L+500
​ ​ ​ ​ ​ ​ ​ ​
4/1/24
​ ​ ​ ​ 20,770 ​ ​ ​ ​ ​ 19,943 ​ ​ ​ ​ ​ 20,406 ​ ​
Warren Resources Inc
​ ​
(s)
​ ​ Energy ​ ​
L+1,000, 1.0% PIK (1.0% Max PIK)
​ ​ ​ ​ 1.0% ​ ​ ​
5/22/20
​ ​ ​ ​ 6,223 ​ ​ ​ ​ ​ 6,223 ​ ​ ​ ​ ​ 6,223 ​ ​
West Corp
​ ​
(q)
​ ​ Software & Services ​ ​
L+350
​ ​ ​ ​ 1.0% ​ ​ ​
10/10/24
​ ​ ​ ​ 4,938 ​ ​ ​ ​ ​ 4,387 ​ ​ ​ ​ ​ 4,384 ​ ​
West Corp
​ ​
(g)(q)
​ ​ Software & Services ​ ​
L+400
​ ​ ​ ​ 1.0% ​ ​ ​
10/10/24
​ ​ ​ ​ 19,650 ​ ​ ​ ​ ​ 18,060 ​ ​ ​ ​ ​ 17,611 ​ ​
Zeta Interactive Holdings Corp
​ ​
(g)(h)
​ ​ Software & Services ​ ​
L+750
​ ​ ​ ​ 1.0% ​ ​ ​
7/29/22
​ ​ ​ ​ 71,286 ​ ​ ​ ​ ​ 71,287 ​ ​ ​ ​ ​ 71,999 ​ ​
Zeta Interactive Holdings Corp
​ ​
(j)
​ ​ Software & Services ​ ​
L+750
​ ​ ​ ​ 1.0% ​ ​ ​
7/29/22
​ ​ ​ ​ 8,357 ​ ​ ​ ​ ​ 8,357 ​ ​ ​ ​ ​ 8,441 ​ ​
Total Senior Secured Loans—First Lien
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,828,003 ​ ​ ​ ​ ​ 2,759,133 ​ ​
Unfunded Loan Commitments
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (160,325) ​ ​ ​ ​ ​ (160,325) ​ ​
Net Senior Secured Loans—First Lien
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,667,678 ​ ​ ​ ​ ​ 2,598,808 ​ ​
Senior Secured Loans—Second Lien—17.9% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Advantage Sales & Marketing Inc
​ ​
(q)
​ ​ Commercial & Professional Services ​ ​
L+650
​ ​ ​ ​ 1.0% ​ ​ ​
7/25/22
​ ​ ​ ​ 4,413 ​ ​ ​ ​ ​ 3,588 ​ ​ ​ ​ ​ 3,837 ​ ​
American Bath Group LLC
​ ​
(q)
​ ​ Capital Goods ​ ​
L+975
​ ​ ​ ​ 1.0% ​ ​ ​
9/30/24
​ ​ ​ ​ 3,000 ​ ​ ​ ​ ​ 2,985 ​ ​ ​ ​ ​ 3,000 ​ ​
Ammeraal Beltech Holding BV
​ ​
(g)(i)
​ ​ Capital Goods ​ ​
L+800
​ ​ ​ ​ ​ ​ ​ ​
7/27/26
​ ​ ​ ​ 44,463 ​ ​ ​ ​ ​ 43,648 ​ ​ ​ ​ ​ 43,098 ​ ​
Arena Energy LP
​ ​
(f)(g)
​ ​ Energy ​ ​
L+900, 4.0% PIK (4.0% Max PIK)
​ ​ ​ ​ 1.0% ​ ​ ​
1/24/21
​ ​ ​ ​ 26,665 ​ ​ ​ ​ ​ 26,665 ​ ​ ​ ​ ​ 26,536 ​ ​
athenahealth Inc
​ ​
(h)
​ ​ Health Care Equipment & Services ​ ​
L+850
​ ​ ​ ​ ​ ​ ​ ​
2/11/27
​ ​ ​ ​ 55,444 ​ ​ ​ ​ ​ 54,928 ​ ​ ​ ​ ​ 55,930 ​ ​
BCA Marketplace PLC
​ ​
(i)(r)
​ ​ Retailing ​ ​
L+825
​ ​ ​ ​ ​ ​ ​ ​
9/4/27
​ ​ ​ £ 25,901 ​ ​ ​ ​ ​ 31,550 ​ ​ ​ ​ ​ 31,550 ​ ​
Bellatrix Exploration Ltd
​ ​
(i)
​ ​ Energy ​ ​
8.5%
​ ​ ​ ​ ​ ​ ​ ​
9/11/23
​ ​ ​ $ 3,744 ​ ​ ​ ​ ​ 3,744 ​ ​ ​ ​ ​ 3,744 ​ ​
Bellatrix Exploration Ltd
​ ​
(i)(k)(l)
​ ​ Energy ​ ​
8.5%
​ ​ ​ ​ ​ ​ ​ ​
9/11/23
​ ​ ​ ​ 9,000 ​ ​ ​ ​ ​ 8,253 ​ ​ ​ ​ ​ 2,946 ​ ​
See notes to unaudited consolidated financial statements.
9
TABLE OF CONTENTS
FS Investment Corporation III
 
Unaudited Consolidated Schedule of Investments (continued)
As of September 30, 2019
(in thousands, except share amounts)
​
 
Portfolio Company(a)
 ​ ​
Footnotes
​ ​
Industry
​ ​
Rate(b)
 ​ ​
Floor(b)
 ​ ​
Maturity
​ ​
Principal
Amount(c)
 ​ ​
Amortized
Cost
​ ​
Fair
Value(d)
 ​
Byrider Finance LLC
​ ​ ​ ​ ​ Automobiles & Components ​ ​
L+1,000, 0.5% PIK (4.0% Max PIK)
​ ​ ​ ​ 1.3% ​ ​ ​
6/7/22
​ ​ ​ $ 5,962 ​ ​ ​ ​ $ 5,962 ​ ​ ​ ​ $ 5,947 ​ ​
CDS US Intermediate Holdings Inc
​ ​
(f)(i)(q)
​ ​ Media & Entertainment ​ ​
L+825
​ ​ ​ ​ 1.0% ​ ​ ​
7/10/23
​ ​ ​ ​ 18,000 ​ ​ ​ ​ ​ 16,312 ​ ​ ​ ​ ​ 16,632 ​ ​
Chisholm Oil & Gas Operating LLC
​ ​ ​ ​ ​ Energy ​ ​
L+800
​ ​ ​ ​ 1.0% ​ ​ ​
3/21/24
​ ​ ​ ​ 16,000 ​ ​ ​ ​ ​ 16,000 ​ ​ ​ ​ ​ 16,160 ​ ​
Electronics For Imaging Inc
​ ​
(q)
​ ​ Technology Hardware & Equipment ​ ​
L+900
​ ​ ​ ​ ​ ​ ​ ​
7/23/27
​ ​ ​ ​ 3,332 ​ ​ ​ ​ ​ 3,168 ​ ​ ​ ​ ​ 3,082 ​ ​
Emerald Performance Materials LLC
​ ​
(q)(r)
​ ​ Materials ​ ​
L+775
​ ​ ​ ​ 1.0% ​ ​ ​
8/1/22
​ ​ ​ ​ 5,107 ​ ​ ​ ​ ​ 5,079 ​ ​ ​ ​ ​ 5,043 ​ ​
Excelitas Technologies Corp
​ ​
(q)
​ ​ Technology Hardware & Equipment ​ ​
L+750
​ ​ ​ ​ 1.0% ​ ​ ​
12/1/25
​ ​ ​ ​ 6,648 ​ ​ ​ ​ ​ 6,666 ​ ​ ​ ​ ​ 6,671 ​ ​
Fairway Group Holdings Corp
​ ​
(k)(l)(s)
​ ​ Food & Staples Retailing ​ ​
4.0%, 11.0% PIK (11.0% Max PIK)
​ ​ ​ ​ 1.0% ​ ​ ​
2/24/24
​ ​ ​ ​ 4,283 ​ ​ ​ ​ ​ 3,436 ​ ​ ​ ​ ​ — ​ ​
Gruden Acquisition Inc
​ ​
(h)(q)
​ ​ Transportation ​ ​
L+850
​ ​ ​ ​ 1.0% ​ ​ ​
8/18/23
​ ​ ​ ​ 10,000 ​ ​ ​ ​ ​ 9,749 ​ ​ ​ ​ ​ 9,946 ​ ​
LBM Borrower LLC
​ ​
(f)(q)
​ ​ Capital Goods ​ ​
L+925
​ ​ ​ ​ 1.0% ​ ​ ​
8/20/23
​ ​ ​ ​ 32,387 ​ ​ ​ ​ ​ 31,669 ​ ​ ​ ​ ​ 31,881 ​ ​
Misys Ltd
​ ​
(i)(q)(r)
​ ​ Software & Services ​ ​
L+725
​ ​ ​ ​ 1.0% ​ ​ ​
6/13/25
​ ​ ​ ​ 5,357 ​ ​ ​ ​ ​ 5,238 ​ ​ ​ ​ ​ 5,146 ​ ​
NEP Broadcasting LLC
​ ​
(q)
​ ​ Media & Entertainment ​ ​
L+700
​ ​ ​ ​ ​ ​ ​ ​
10/19/26
​ ​ ​ ​ 1,928 ​ ​ ​ ​ ​ 1,891 ​ ​ ​ ​ ​ 1,893 ​ ​
OEConnection LLC
​ ​ ​ ​ ​ Software & Services ​ ​
L+825
​ ​ ​ ​ ​ ​ ​ ​
9/25/27
​ ​ ​ ​ 18,398 ​ ​ ​ ​ ​ 18,215 ​ ​ ​ ​ ​ 18,214 ​ ​
One Call Care Management Inc
​ ​
(g)(h)
​ ​ Insurance ​ ​
L+375, 6.0% PIK (6.0% Max PIK)
​ ​ ​ ​ 1.0% ​ ​ ​
4/11/24
​ ​ ​ ​ 2,890 ​ ​ ​ ​ ​ 2,868 ​ ​ ​ ​ ​ 2,359 ​ ​
OPE Inmar Acquisition Inc
​ ​
(f)(q)
​ ​ Software & Services ​ ​
L+800
​ ​ ​ ​ 1.0% ​ ​ ​
5/1/25
​ ​ ​ ​ 15,000 ​ ​ ​ ​ ​ 15,000 ​ ​ ​ ​ ​ 14,086 ​ ​
Paradigm Acquisition Corp
​ ​
(q)
​ ​ Health Care Equipment & Services ​ ​
L+750
​ ​ ​ ​ ​ ​ ​ ​
10/26/26
​ ​ ​ ​ 1,812 ​ ​ ​ ​ ​ 1,796 ​ ​ ​ ​ ​ 1,803 ​ ​
Peak 10 Holding Corp
​ ​
(q)
​ ​ Telecommunication Services ​ ​
L+725
​ ​ ​ ​ 1.0% ​ ​ ​
8/1/25
​ ​ ​ ​ 7,902 ​ ​ ​ ​ ​ 7,220 ​ ​ ​ ​ ​ 5,848 ​ ​
Pure Fishing Inc
​ ​ ​ ​ ​ Consumer Durables & Apparel ​ ​
L+838
​ ​ ​ ​ 1.0% ​ ​ ​
12/31/26
​ ​ ​ ​ 39,804 ​ ​ ​ ​ ​ 39,431 ​ ​ ​ ​ ​ 34,702 ​ ​
Rise Baking Company
​ ​
(f)
​ ​ Food, Beverage & Tobacco ​ ​
L+800
​ ​ ​ ​ 1.0% ​ ​ ​
8/9/26
​ ​ ​ ​ 15,292 ​ ​ ​ ​ ​ 15,154 ​ ​ ​ ​ ​ 15,032 ​ ​
Sequa Corp
​ ​
(q)
​ ​ Materials ​ ​
L+900
​ ​ ​ ​ 1.0% ​ ​ ​
4/28/22
​ ​ ​ ​ 5,204 ​ ​ ​ ​ ​ 4,955 ​ ​ ​ ​ ​ 5,136 ​ ​
SIRVA Worldwide Inc
​ ​
(q)
​ ​ Commercial & Professional Services ​ ​
L+950
​ ​ ​ ​ ​ ​ ​ ​
8/3/26
​ ​ ​ ​ 2,826 ​ ​ ​ ​ ​ 2,424 ​ ​ ​ ​ ​ 2,459 ​ ​
SMG/PA
​ ​
(q)
​ ​ Consumer Services ​ ​
L+700
​ ​ ​ ​ ​ ​ ​ ​
1/23/26
​ ​ ​ ​ 942 ​ ​ ​ ​ ​ 929 ​ ​ ​ ​ ​ 956 ​ ​
Sorenson Communications LLC
​ ​
(g)
​ ​ Telecommunication Services ​ ​
11.5% PIK (11.5% Max PIK)
​ ​ ​ ​ ​ ​ ​ ​
4/30/25
​ ​ ​ ​ 8,983 ​ ​ ​ ​ ​ 9,209 ​ ​ ​ ​ ​ 8,983 ​ ​
Titan Energy LLC
​ ​
(g)(k)(l)
​ ​ Energy ​ ​
L+1,300 PIK (L+1,300 Max PIK)
​ ​ ​ ​ 1.0% ​ ​ ​
2/23/20
​ ​ ​ ​ 45,287 ​ ​ ​ ​ ​ 33,111 ​ ​ ​ ​ ​ 449 ​ ​
WireCo WorldGroup Inc
​ ​
(q)
​ ​ Capital Goods ​ ​
L+900
​ ​ ​ ​ 1.0% ​ ​ ​
9/30/24
​ ​ ​ ​ 5,797 ​ ​ ​ ​ ​ 5,718 ​ ​ ​ ​ ​ 5,739 ​ ​
Total Senior Secured Loans—Second Lien
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 436,561 ​ ​ ​ ​ ​ 388,808 ​ ​
Other Senior Secured Debt—4.7% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
APTIM Corp
​ ​
(q)
​ ​ Diversified Financials ​ ​
7.8%
​ ​ ​ ​ ​ ​ ​ ​
6/15/25
​ ​ ​ ​ 4,928 ​ ​ ​ ​ ​ 4,928 ​ ​ ​ ​ ​ 3,524 ​ ​
Artesyn Embedded Technologies Inc
​ ​
(e)(q)(p)
​ ​ Technology Hardware & Equipment ​ ​
9.8%
​ ​ ​ ​ ​ ​ ​ ​
10/15/20
​ ​ ​ ​ 970 ​ ​ ​ ​ ​ 936 ​ ​ ​ ​ ​ 975 ​ ​
Black Swan Energy Ltd
​ ​
(i)
​ ​ Energy ​ ​
9.0%
​ ​ ​ ​ ​ ​ ​ ​
1/20/24
​ ​ ​ ​ 1,333 ​ ​ ​ ​ ​ 1,333 ​ ​ ​ ​ ​ 1,326 ​ ​
Diamond Resorts International Inc
​ ​
(h)(q)
​ ​ Consumer Services ​ ​
7.8%
​ ​ ​ ​ ​ ​ ​ ​
9/1/23
​ ​ ​ ​ 11,965 ​ ​ ​ ​ ​ 11,965 ​ ​ ​ ​ ​ 12,369 ​ ​
Enterprise Development Authority
​ ​
(e)(q)(p)
​ ​ Consumer Services ​ ​
12.0%
​ ​ ​ ​ ​ ​ ​ ​
7/15/24
​ ​ ​ ​ 3,854 ​ ​ ​ ​ ​ 3,999 ​ ​ ​ ​ ​ 4,239 ​ ​
Frontier Communications Corp
​ ​
(e)(i)(q)(p)
​ ​ Telecommunication Services ​ ​
8.5%
​ ​ ​ ​ ​ ​ ​ ​
4/1/26
​ ​ ​ ​ 12,305 ​ ​ ​ ​ ​ 11,932 ​ ​ ​ ​ ​ 12,335 ​ ​
See notes to unaudited consolidated financial statements.
10
TABLE OF CONTENTS
FS Investment Corporation III
 
Unaudited Consolidated Schedule of Investments (continued)
As of September 30, 2019
(in thousands, except share amounts)
​
 
Portfolio Company(a)
 ​ ​
Footnotes
​ ​
Industry
​ ​
Rate(b)
 ​ ​
Floor(b)
 ​ ​
Maturity
​ ​
Principal
Amount(c)
 ​ ​
Amortized
Cost
​ ​
Fair
Value(d)
 ​
Genesys Telecommunications
Laboratories Inc
​ ​
(e)(q)(p)
​ ​ Technology Hardware & Equipment ​ ​
10.0%
​ ​ ​ ​ ​ ​ ​ ​
11/30/24
​ ​ ​ $ 1,409 ​ ​ ​ ​ $ 1,541 ​ ​ ​ ​ $ 1,527 ​ ​
JC Penney Corp Inc
​ ​
(e)(i)(q)(p)
​ ​ Retailing ​ ​
5.7%
​ ​ ​ ​ ​ ​ ​ ​
6/1/20
​ ​ ​ ​ 143 ​ ​ ​ ​ ​ 133 ​ ​ ​ ​ ​ 135 ​ ​
JW Aluminum Co
​ ​
(q)
​ ​ Materials ​ ​
10.3%
​ ​ ​ ​ ​ ​ ​ ​
6/1/26
​ ​ ​ ​ 759 ​ ​ ​ ​ ​ 759 ​ ​ ​ ​ ​ 803 ​ ​
Lycra
​ ​
(e)(i)(q)(p)
​ ​ Consumer Durables & Apparel ​ ​
7.5%
​ ​ ​ ​ ​ ​ ​ ​
5/1/25
​ ​ ​ ​ 7,756 ​ ​ ​ ​ ​ 7,760 ​ ​ ​ ​ ​ 7,000 ​ ​
MultiPlan Inc
​ ​
(e)(q)(p)
​ ​ Health Care Equipment & Services ​ ​
7.1%
​ ​ ​ ​ ​ ​ ​ ​
6/1/24
​ ​ ​ ​ 7,978 ​ ​ ​ ​ ​ 8,034 ​ ​ ​ ​ ​ 7,390 ​ ​
PAREXEL International Corp
​ ​
(e)(k)(q)(p)
​ ​ Pharmaceuticals, Biotechnology & Life Sciences ​ ​
6.4%
​ ​ ​ ​ ​ ​ ​ ​
9/1/25
​ ​ ​ ​ 87 ​ ​ ​ ​ ​ 84 ​ ​ ​ ​ ​ 80 ​ ​
Pattonair Holdings Ltd
​ ​
(e)(i)(q)(p)
​ ​ Capital Goods ​ ​
9.0%
​ ​ ​ ​ ​ ​ ​ ​
11/1/22
​ ​ ​ ​ 7,766 ​ ​ ​ ​ ​ 7,971 ​ ​ ​ ​ ​ 8,174 ​ ​
Ply Gem Holdings Inc
​ ​
(e)(q)(p)
​ ​ Capital Goods ​ ​
8.0%
​ ​ ​ ​ ​ ​ ​ ​
4/15/26
​ ​ ​ ​ 8,383 ​ ​ ​ ​ ​ 8,042 ​ ​ ​ ​ ​ 8,278 ​ ​
Sungard Availability Services Capital Inc
​ ​
(h)
​ ​ Software & Services ​ ​
L+400, 2.5% PIK (2.5% Max PIK)
​ ​ ​ ​ 1.0% ​ ​ ​
11/3/22
​ ​ ​ ​ 9,200 ​ ​ ​ ​ ​ 9,200 ​ ​ ​ ​ ​ 9,200 ​ ​
Velvet Energy Ltd
​ ​
(i)
​ ​ Energy ​ ​
9.0%
​ ​ ​ ​ ​ ​ ​ ​
10/5/23
​ ​ ​ ​ 4,500 ​ ​ ​ ​ ​ 4,500 ​ ​ ​ ​ ​ 4,601 ​ ​
Vivint Inc
​ ​
(e)(h)(q)(p)
​ ​ Commercial & Professional Services ​ ​
7.9%
​ ​ ​ ​ ​ ​ ​ ​
12/1/22
​ ​ ​ ​ 12,886 ​ ​ ​ ​ ​ 12,774 ​ ​ ​ ​ ​ 12,918 ​ ​
Vivint Inc
​ ​
(e)(q)(p)
​ ​ Commercial & Professional Services ​ ​
7.6%
​ ​ ​ ​ ​ ​ ​ ​
9/1/23
​ ​ ​ ​ 8,911 ​ ​ ​ ​ ​ 8,243 ​ ​ ​ ​ ​ 7,975 ​ ​
Total Other Senior Secured Debt
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 104,134 ​ ​ ​ ​ ​ 102,849 ​ ​
Subordinated Debt—12.5% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
All Systems Holding LLC
​ ​ ​ ​ ​ Commercial & Professional Services ​ ​
10.0% PIK (10.0% Max PIK)
​ ​ ​ ​ ​ ​ ​ ​
10/31/22
​ ​ ​ ​ 100 ​ ​ ​ ​ ​ 100 ​ ​ ​ ​ ​ 100 ​ ​
Ascent Resources Utica Holdings
LLC / ARU Finance Corp
​ ​
(e)(q)(p)
​ ​ Energy ​ ​
10.0%
​ ​ ​ ​ ​ ​ ​ ​
4/1/22
​ ​ ​ ​ 19,500 ​ ​ ​ ​ ​ 19,500 ​ ​ ​ ​ ​ 19,592 ​ ​
athenahealth Inc
​ ​ ​ ​ ​ Health Care Equipment & Services ​ ​
L+1,125 PIK (L+1,125 Max PIK)
​ ​ ​ ​ ​ ​ ​ ​
2/11/27
​ ​ ​ ​ 30,193 ​ ​ ​ ​ ​ 30,193 ​ ​ ​ ​ ​ 30,388 ​ ​
Avantor Inc
​ ​
(g)(h)(q)
​ ​ Pharmaceuticals, Biotechnology & Life Sciences ​ ​
9.0%
​ ​ ​ ​ ​ ​ ​ ​
10/1/25
​ ​ ​ ​ 52,500 ​ ​ ​ ​ ​ 52,502 ​ ​ ​ ​ ​ 59,128 ​ ​
Byrider Finance LLC
​ ​ ​ ​ ​ Automobiles & Components ​ ​
20.0% PIK (20.0% Max PIK)
​ ​ ​ ​ ​ ​ ​ ​
3/31/22
​ ​ ​ ​ 353 ​ ​ ​ ​ ​ 353 ​ ​ ​ ​ ​ 353 ​ ​
Calumet Specialty Products
​ ​
(e)(i)(q)(p)
​ ​ Energy ​ ​
7.8%
​ ​ ​ ​ ​ ​ ​ ​
4/15/23
​ ​ ​ ​ 10,300 ​ ​ ​ ​ ​ 10,260 ​ ​ ​ ​ ​ 9,605 ​ ​
ClubCorp Club Operations Inc
​ ​
(e)(q)(p)
​ ​ Consumer Services ​ ​
8.5%
​ ​ ​ ​ ​ ​ ​ ​
9/15/25
​ ​ ​ ​ 12,478 ​ ​ ​ ​ ​ 12,075 ​ ​ ​ ​ ​ 10,513 ​ ​
Craftworks Rest & Breweries Group Inc
​ ​ ​ ​ ​ Consumer Services ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
11/1/24
​ ​ ​ ​ 1,317 ​ ​ ​ ​ ​ 1,305 ​ ​ ​ ​ ​ 1,180 ​ ​
Diamond Resorts International Inc
​ ​
(e)(q)(p)
​ ​ Consumer Services ​ ​
10.8%
​ ​ ​ ​ ​ ​ ​ ​
9/1/24
​ ​ ​ ​ 3,453 ​ ​ ​ ​ ​ 3,599 ​ ​ ​ ​ ​ 3,574 ​ ​
GFL Environmental Inc
​ ​
(e)(i)(q)(p)
​ ​ Commercial & Professional Services ​ ​
8.5%
​ ​ ​ ​ ​ ​ ​ ​
5/1/27
​ ​ ​ ​ 10,129 ​ ​ ​ ​ ​ 10,408 ​ ​ ​ ​ ​ 11,256 ​ ​
Hub International Ltd
​ ​
(e)(q)(p)
​ ​ Insurance ​ ​
7.0%
​ ​ ​ ​ ​ ​ ​ ​
5/1/26
​ ​ ​ ​ 4,037 ​ ​ ​ ​ ​ 3,977 ​ ​ ​ ​ ​ 4,163 ​ ​
Intelsat Jackson Holdings SA
​ ​
(e)(i)(q)(p)
​ ​ Media & Entertainment ​ ​
5.5%
​ ​ ​ ​ ​ ​ ​ ​
8/1/23
​ ​ ​ ​ 3,577 ​ ​ ​ ​ ​ 3,287 ​ ​ ​ ​ ​ 3,355 ​ ​
Ken Garff Automotive LLC
​ ​
(e)(q)(p)
​ ​ Retailing ​ ​
7.5%
​ ​ ​ ​ ​ ​ ​ ​
8/15/23
​ ​ ​ ​ 4,039 ​ ​ ​ ​ ​ 4,047 ​ ​ ​ ​ ​ 4,246 ​ ​
Kenan Advantage Group Inc
​ ​
(q)
​ ​ Transportation ​ ​
7.9%
​ ​ ​ ​ ​ ​ ​ ​
7/31/23
​ ​ ​ ​ 8,518 ​ ​ ​ ​ ​ 7,221 ​ ​ ​ ​ ​ 7,666 ​ ​
See notes to unaudited consolidated financial statements.
11
TABLE OF CONTENTS
FS Investment Corporation III
 
Unaudited Consolidated Schedule of Investments (continued)
As of September 30, 2019
(in thousands, except share amounts)
​
 
Portfolio Company(a)
 ​ ​
Footnotes
​ ​
Industry
​ ​
Rate(b)
 ​ ​
Floor(b)
 ​ ​
Maturity
​ ​
Principal
Amount(c)
 ​ ​
Amortized
Cost
​ ​
Fair
Value(d)
 ​
LifePoint Hospitals Inc
​ ​
(e)(q)(p)
​ ​ Health Care Equipment & Services ​ ​
9.8%
​ ​ ​ ​ ​
12/1/26
​ ​ ​ $ 11,204 ​ ​ ​ ​ $ 11,531 ​ ​ ​ ​ $ 12,015 ​ ​
Montage Resources Corp
​ ​
(e)(i)(q)(p)
​ ​ Energy ​ ​
8.9%
​ ​ ​ ​ ​
7/15/23
​ ​ ​ ​ 8,175 ​ ​ ​ ​ ​ 8,077 ​ ​ ​ ​ ​ 6,295 ​ ​
Nouryon (fka Akzo Nobel Specialty Chemicals)
​ ​
(e)(i)(q)(p)
​ ​ Materials ​ ​
8.0%
​ ​ ​ ​ ​
10/1/26
​ ​ ​ ​ 7,256 ​ ​ ​ ​ ​ 7,232 ​ ​ ​ ​ ​ 7,274 ​ ​
Plastipak Holdings Inc
​ ​
(e)(q)
​ ​ Materials ​ ​
6.3%
​ ​ ​ ​ ​
10/15/25
​ ​ ​ ​ 1,118 ​ ​ ​ ​ ​ 1,048 ​ ​ ​ ​ ​ 936 ​ ​
Quorum Health Corp
​ ​
(e)(q)(p)
​ ​ Health Care Equipment & Services ​ ​
11.6%
​ ​ ​ ​ ​
4/15/23
​ ​ ​ ​ 2,630 ​ ​ ​ ​ ​ 2,622 ​ ​ ​ ​ ​ 2,374 ​ ​
SRS Distribution Inc
​ ​
(e)(q)(p)
​ ​ Capital Goods ​ ​
8.3%
​ ​ ​ ​ ​
7/1/26
​ ​ ​ ​ 13,222 ​ ​ ​ ​ ​ 13,096 ​ ​ ​ ​ ​ 13,519 ​ ​
Stars Group Holdings BV
​ ​
(e)(i)(q)(p)
​ ​ Consumer Services ​ ​
7.0%
​ ​ ​ ​ ​
7/15/26
​ ​ ​ ​ 2,770 ​ ​ ​ ​ ​ 2,770 ​ ​ ​ ​ ​ 2,957 ​ ​
Team Health Inc
​ ​
(e)(q)(p)
​ ​ Health Care Equipment & Services ​ ​
6.4%
​ ​ ​ ​ ​
2/1/25
​ ​ ​ ​ 9,254 ​ ​ ​ ​ ​ 8,289 ​ ​ ​ ​ ​ 6,441 ​ ​
Vertiv Group Corp
​ ​
(e)(q)(p)
​ ​ Technology Hardware & Equipment ​ ​
9.3%
​ ​ ​ ​ ​
10/15/24
​ ​ ​ ​ 18,663 ​ ​ ​ ​ ​ 18,329 ​ ​ ​ ​ ​ 18,080 ​ ​
Vivint Inc
​ ​
(e)(h)(q)(p)
​ ​ Commercial & Professional Services ​ ​
8.8%
​ ​ ​ ​ ​
12/1/20
​ ​ ​ ​ 10,105 ​ ​ ​ ​ ​ 9,787 ​ ​ ​ ​ ​ 9,941 ​ ​
York Risk Services Group Inc
​ ​
(g)(h)(q)
​ ​ Insurance ​ ​
8.5%
​ ​ ​ ​ ​
10/1/22
​ ​ ​ ​ 27,344 ​ ​ ​ ​ ​ 26,160 ​ ​ ​ ​ ​ 27,925 ​ ​
Total Subordinated Debt
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 267,768 ​ ​ ​ ​ ​ 272,876 ​ ​
​
Portfolio Company(a)
 ​ ​
Footnotes
​ ​
Industry
​ ​
Rate(b)
 ​ ​
Floor(b)
 ​ ​
Maturity
​ ​
Principal
Amount(c)/​
Shares
​ ​
Amortized
Cost
​ ​
Fair
Value(d)
 ​
Asset Based Finance—11.8% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Abacus JV, Private Equity
​ ​
(i)
​ ​ Insurance ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10,971,302 ​ ​ ​ ​ $ 10,971 ​ ​ ​ ​ $ 10,971 ​ ​
Altavair NewCo, Private Equity
​ ​
(i)
​ ​ Capital Goods ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4,499,673 ​ ​ ​ ​ ​ 4,500 ​ ​ ​ ​ ​ 4,986 ​ ​
Altus Power America Inc, Preferred Stock
​ ​
(o)
​ ​ Energy ​ ​
9.0%, 5.0% PIK (5.0% Max PIK)
​ ​ ​ ​ ​
10/3/23
​ ​ ​ ​ 1,107,723 ​ ​ ​ ​ ​ 1,108 ​ ​ ​ ​ ​ 1,108 ​ ​
Australis Maritime, Private Equity
​ ​
(i)(k)
​ ​ Transportation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4,631,335 ​ ​ ​ ​ ​ 4,631 ​ ​ ​ ​ ​ 4,631 ​ ​
Global Jet Capital LLC, Structured Mezzanine
 ​ ​ ​ ​ ​
Commercial & Professional Services
​ ​
15.0% PIK (15.0% Max PIK)
​ ​ ​ ​ ​
1/30/25
​ ​ ​ $ 1,102 ​ ​ ​ ​ ​ 1,041 ​ ​ ​ ​ ​ 1,086 ​ ​
Global Jet Capital LLC, Structured Mezzanine
 ​ ​ ​ ​ ​
Commercial & Professional Services
​ ​
15.0% PIK (15.0% Max PIK)
​ ​ ​ ​ ​
4/30/25
​ ​ ​ $ 7,007 ​ ​ ​ ​ ​ 6,618 ​ ​ ​ ​ ​ 6,902 ​ ​
Global Jet Capital LLC, Structured Mezzanine
 ​ ​ ​ ​ ​
Commercial & Professional Services
​ ​
15.0% PIK (15.0% Max PIK)
​ ​ ​ ​ ​
9/3/25
​ ​ ​ $ 1,448 ​ ​ ​ ​ ​ 1,368 ​ ​ ​ ​ ​ 1,426 ​ ​
Global Jet Capital LLC, Structured Mezzanine
 ​ ​ ​ ​ ​
Commercial & Professional Services
​ ​
15.0% PIK (15.0% Max PIK)
​ ​ ​ ​ ​
9/29/25
​ ​ ​ $ 1,363 ​ ​ ​ ​ ​ 1,288 ​ ​ ​ ​ ​ 1,343 ​ ​
Global Jet Capital LLC, Structured Mezzanine
 ​ ​ ​ ​ ​
Commercial & Professional Services
​ ​
15.0% PIK (15.0% Max PIK)
​ ​ ​ ​ ​
12/4/25
​ ​ ​ $ 74,065 ​ ​ ​ ​ ​ 69,957 ​ ​ ​ ​ ​ 72,954 ​ ​
Global Jet Capital LLC, Structured Mezzanine
 ​ ​
(i)
​ ​
Commercial & Professional Services
​ ​
15.0% PIK (15.0% Max PIK)
​ ​ ​ ​ ​
12/4/25
​ ​ ​ $ 16,491 ​ ​ ​ ​ ​ 15,576 ​ ​ ​ ​ ​ 16,244 ​ ​
Global Jet Capital LLC, Structured Mezzanine
 ​ ​ ​ ​ ​
Commercial & Professional Services
​ ​
15.0% PIK (15.0% Max PIK)
​ ​ ​ ​ ​
12/9/25
​ ​ ​ $ 1,703 ​ ​ ​ ​ ​ 1,609 ​ ​ ​ ​ ​ 1,678 ​ ​
Global Jet Capital LLC, Structured Mezzanine
 ​ ​
(i)
​ ​
Commercial & Professional Services
​ ​
15.0% PIK (15.0% Max PIK)
​ ​ ​ ​ ​
12/9/25
​ ​ ​ $ 13,107 ​ ​ ​ ​ ​ 12,380 ​ ​ ​ ​ ​ 12,910 ​ ​
Global Jet Capital LLC, Structured Mezzanine
 ​ ​ ​ ​ ​
Commercial & Professional Services
​ ​
15.0% PIK (15.0% Max PIK)
​ ​ ​ ​ ​
1/29/26
​ ​ ​ $ 6,341 ​ ​ ​ ​ ​ 5,989 ​ ​ ​ ​ ​ 6,245 ​ ​
Global Jet Capital LLC, Structured Mezzanine
 ​ ​
(i)
​ ​
Commercial & Professional Services
​ ​
15.0% PIK (15.0% Max PIK)
​ ​ ​ ​ ​
1/29/26
​ ​ ​ $ 1,415 ​ ​ ​ ​ ​ 1,337 ​ ​ ​ ​ ​ 1,394 ​ ​
Global Jet Capital LLC, Structured Mezzanine
 ​ ​ ​ ​ ​
Commercial & Professional Services
​ ​
15.0% PIK (15.0% Max PIK)
​ ​ ​ ​ ​
2/17/26
​ ​ ​ $ 18,963 ​ ​ ​ ​ ​ 17,911 ​ ​ ​ ​ ​ 18,678 ​ ​
Global Jet Capital LLC, Structured Mezzanine
 ​ ​ ​ ​ ​
Commercial & Professional Services
​ ​
15.0% PIK (15.0% Max PIK)
​ ​ ​ ​ ​
4/14/26
​ ​ ​ $ 11,743 ​ ​ ​ ​ ​ 11,092 ​ ​ ​ ​ ​ 11,567 ​ ​
See notes to unaudited consolidated financial statements.
12
TABLE OF CONTENTS
FS Investment Corporation III
 
Unaudited Consolidated Schedule of Investments (continued)
As of September 30, 2019
(in thousands, except share amounts)
​
 
Portfolio Company(a)
 ​ ​
Footnotes
​ ​
Industry
​ ​
Rate(b)
 ​ ​
Floor(b)
 ​ ​
Maturity
​ ​
Principal
Amount(c)/​
Shares
​ ​
Amortized
Cost
​ ​
Fair
Value(d)
 ​
Global Jet Capital LLC, Structured Mezzanine
 ​ ​ ​ ​ ​
Commercial & Professional Services
​ ​
15.0% PIK (15.0% Max PIK)
​ ​ ​ ​ ​
12/2/26
​ ​ ​ $ 17,356 ​ ​ ​ ​ $ 16,394 ​ ​ ​ ​ $ 17,096 ​ ​
Global Jet Capital LLC, Preferred Stock
​ ​
(k)
​ ​
Commercial & Professional Services
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 52,964,946 ​ ​ ​ ​ ​ 52,965 ​ ​ ​ ​ ​ 3,972 ​ ​
Home Partners JV, Structured Mezzanine
​ ​
(i)
​ ​ Real Estate ​ ​
11.0% PIK (11.0% Max PIK)
​ ​ ​ ​ ​
3/25/29
​ ​ ​ $ 11,226 ​ ​ ​ ​ ​ 11,226 ​ ​ ​ ​ ​ 11,226 ​ ​
Home Partners JV, Structured Mezzanine
​ ​
(i)(j)
​ ​ Real Estate ​ ​
11.0% PIK (11.0% Max PIK)
​ ​ ​ ​ ​
3/25/29
​ ​ ​ $ 11,226 ​ ​ ​ ​ ​ 11,226 ​ ​ ​ ​ ​ 11,226 ​ ​
Home Partners JV, Common Stock
​ ​
(i)(k)
​ ​ Real Estate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5,613,013 ​ ​ ​ ​ ​ 5,613 ​ ​ ​ ​ ​ 5,801 ​ ​
Home Partners JV, Private Equity
​ ​
(i)(k)(q)
​ ​ Real Estate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 302,870 ​ ​ ​ ​ ​ 303 ​ ​ ​ ​ ​ 21 ​ ​
Lenovo Group Ltd, Structured Mezzanine
​ ​
(i)
​ ​
Technology Hardware & Equipment
​ ​
8.0%
​ ​ ​ ​ ​
6/22/22
​ ​ ​ € 3,975 ​ ​ ​ ​ ​ 4,520 ​ ​ ​ ​ ​ 4,335 ​ ​
Lenovo Group Ltd, Structured Mezzanine
​ ​
(i)
​ ​
Technology Hardware & Equipment
​ ​
8.0%
​ ​ ​ ​ ​
6/22/22
​ ​ ​ $ 8,354 ​ ​ ​ ​ ​ 8,354 ​ ​ ​ ​ ​ 8,354 ​ ​
Lenovo Group Ltd, Structured Mezzanine
​ ​
(i)
​ ​
Technology Hardware & Equipment
​ ​
12.0%
​ ​ ​ ​ ​
6/22/22
​ ​ ​ € 2,529 ​ ​ ​ ​ ​ 2,876 ​ ​ ​ ​ ​ 2,759 ​ ​
Lenovo Group Ltd, Structured Mezzanine
​ ​
(i)
​ ​
Technology Hardware & Equipment
​ ​
12.0%
​ ​ ​ ​ ​
6/22/22
​ ​ ​ $ 5,316 ​ ​ ​ ​ ​ 5,316 ​ ​ ​ ​ ​ 5,316 ​ ​
NewStar Clarendon 2014-1A Class D
​ ​
(i)(k)
​ ​ Diversified Financials ​ ​ ​ ​ ​ ​ ​ ​
1/25/27
​ ​ ​ $ 8,310 ​ ​ ​ ​ ​ 4,915 ​ ​ ​ ​ ​ 3,809 ​ ​
Pretium Partners LLC P2, Structured Mezzanine
​ ​
(i)
​ ​ Real Estate ​ ​
9.5%
​ ​ ​ ​ ​
5/29/25
​ ​ ​ $ 12,161 ​ ​ ​ ​ ​ 12,161 ​ ​ ​ ​ ​ 12,276 ​ ​
Sofi Lending Corp, 2019-C R1
​ ​
(i)
​ ​ Diversified Financials ​ ​ ​ ​ ​ ​ ​ ​
11/16/48
​ ​ ​ $ 11,433 ​ ​ ​ ​ ​ 6,475 ​ ​ ​ ​ ​ 6,471 ​ ​
Toorak Capital Funding LLC, Membership Interest
​ ​
(i)
​ ​ Diversified Financials ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 292,466 ​ ​ ​ ​ ​ 292 ​ ​ ​ ​ ​ 292 ​ ​
Total Asset Based Finance
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 310,012 ​ ​ ​ ​ ​ 267,077 ​ ​
Unfunded Commitments
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (11,226) ​ ​ ​ ​ ​ (11,226) ​ ​
Net Asset Based Finance
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 298,786 ​ ​ ​ ​ ​ 255,851 ​ ​
​
Portfolio Company(a)
 ​ ​
Footnotes
​ ​
Industry
​ ​
Rate(b)
 ​ ​
Floor(b)
 ​ ​
Maturity
​ ​
Number of
Shares
​ ​
Cost
​ ​
Fair
Value(d)
 ​
Equity/Other—3.9% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
All Systems Holding LLC, Common Stock
​ ​
(k)
​ ​ Commercial & Professional Services ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 600,099 ​ ​ ​ ​ $ 581 ​ ​ ​ ​ $ 701 ​ ​
ASG Technologies, Warrant
​ ​
(k)
​ ​ Software & Services ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 6/27/22 ​ ​ ​ ​ ​ 48,325 ​ ​ ​ ​ ​ 1,377 ​ ​ ​ ​ ​ 1,632 ​ ​
Aspect Software Inc, Common Stock
​ ​
(f)(k)
​ ​ Software & Services ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 844,096 ​ ​ ​ ​ ​ 1,369 ​ ​ ​ ​ ​ 1,304 ​ ​
Aspect Software Inc, Warrant
​ ​
(f)(k)
​ ​ Software & Services ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1/15/24 ​ ​ ​ ​ ​ 842,769 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
ATX Networks Corp, Common Stock
​ ​
(i)(k)
​ ​ Technology Hardware & Equipment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 83,488 ​ ​ ​ ​ ​ 134 ​ ​ ​ ​ ​ 77 ​ ​
Bellatrix Exploration Ltd, Warrant
​ ​
(i)(k)
​ ​ Energy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 9/11/23 ​ ​ ​ ​ ​ 254,987 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Byrider Finance LLC, Common Stock
​ ​
(k)
​ ​ Automobiles & Components ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 278 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Chisholm Oil & Gas Operating LLC, Series A Units
​ ​
(k)(m)
​ ​ Energy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 75,000 ​ ​ ​ ​ ​ 75 ​ ​ ​ ​ ​ 73 ​ ​
Crossmark Holdings Inc
​ ​
(k)
​ ​ Media & Entertainment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,351 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
CSafe Global, Common Stock
​ ​
(k)
​ ​ Capital Goods ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 173,900 ​ ​ ​ ​ ​ 174 ​ ​ ​ ​ ​ 320 ​ ​
Empire Today LLC, Common Stock
​ ​
(k)
​ ​ Retailing ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 206 ​ ​ ​ ​ ​ 614 ​ ​ ​ ​ ​ 1,096 ​ ​
Fairway Group Holdings Corp, Common Stock
​ ​
(k)(s)
​ ​ Food & Staples Retailing ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 71,465 ​ ​ ​ ​ ​ 2,296 ​ ​ ​ ​ ​ — ​ ​
See notes to unaudited consolidated financial statements.
13
TABLE OF CONTENTS
FS Investment Corporation III
 
Unaudited Consolidated Schedule of Investments (continued)
As of September 30, 2019
(in thousands, except share amounts)
​
 
Portfolio Company(a)
 ​ ​
Footnotes
​ ​
Industry
​ ​
Rate(b)
 ​ ​
Floor(b)
 ​ ​
Maturity
​ ​
Number of
Shares
​ ​
Cost
​ ​
Fair
Value(d)
 ​
Fox Head Inc, Common Stock
​ ​
(k)
​ ​ Consumer Durables & Apparel ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,142,857 ​ ​ ​ ​ $ 1,143 ​ ​ ​ ​ $ 134 ​ ​
FullBeauty Brands Holdings Corp, Common Stock
​ ​
(k)
​ ​ Retailing ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 9,228 ​ ​ ​ ​ ​ 43 ​ ​ ​ ​ ​ — ​ ​
Harvey Industries Inc, Common Stock
​ ​
(k)
​ ​ Capital Goods ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,000,000 ​ ​ ​ ​ ​ 2,000 ​ ​ ​ ​ ​ 6,960 ​ ​
HM Dunn Co Inc, Preferred Stock, Series A
​ ​
(k)(s)
​ ​ Capital Goods ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,929 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
HM Dunn Co Inc, Preferred Stock, Series B
​ ​
(k)(s)
​ ​ Capital Goods ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,929 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
JHC Acquisition LLC, Common Stock
​ ​
(k)
​ ​ Capital Goods ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8,068 ​ ​ ​ ​ ​ 8,068 ​ ​ ​ ​ ​ 9,681 ​ ​
JSS Holdings Ltd, Net Profits Interest
​ ​
(k)
​ ​ Capital Goods ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 24 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 706 ​ ​
JW Aluminum Co, Common Stock
​ ​
(k)
​ ​ Materials ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 41 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
JW Aluminum Co, Preferred Stock
​ ​ ​ ​ ​ Materials ​ ​
12.5% PIK
​ ​ ​ ​ ​ ​ ​ 2/15/28 ​ ​ ​ ​ ​ 1,003 ​ ​ ​ ​ ​ 5,945 ​ ​ ​ ​ ​ 13,954 ​ ​
North Haven Cadence Buyer Inc, Common Stock
​ ​
(k)
​ ​ Consumer Services ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 833,333 ​ ​ ​ ​ ​ 833 ​ ​ ​ ​ ​ 1,937 ​ ​
Power Distribution Inc, Common Stock
​ ​
(k)
​ ​ Capital Goods ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,294,287 ​ ​ ​ ​ ​ 1,109 ​ ​ ​ ​ ​ 129 ​ ​
Ridgeback Resources Inc, Common Stock
​ ​
(i)(k)
​ ​ Energy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 827,156 ​ ​ ​ ​ ​ 5,082 ​ ​ ​ ​ ​ 4,185 ​ ​
Sequential Brands Group Inc., Common Stock
​ ​
(k)(q)
​ ​ Consumer Durables & Apparel ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 125,391 ​ ​ ​ ​ ​ 1,693 ​ ​ ​ ​ ​ 28 ​ ​
SSC (Lux) Limited S.a r.l., Common Stock
​ ​
(i)(k)
​ ​ Health Care Equipment & Services ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 113,636 ​ ​ ​ ​ ​ 2,273 ​ ​ ​ ​ ​ 3,245 ​ ​
Sungard Availability Services Capital Inc, Common Stock
​ ​
(g)(h)(k)
​ ​ Software & Services ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 160,071 ​ ​ ​ ​ ​ 11,187 ​ ​ ​ ​ ​ 10,211 ​ ​
Sunnova Energy International Inc, Common Stock
​ ​
(k)(q)
​ ​ Energy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 292,511 ​ ​ ​ ​ ​ 3,291 ​ ​ ​ ​ ​ 3,144 ​ ​
Templar Energy LLC, Common Stock
​ ​
(k)(m)(q)
​ ​ Energy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 129,829 ​ ​ ​ ​ ​ 1,104 ​ ​ ​ ​ ​ 81 ​ ​
Templar Energy LLC, Preferred Stock
​ ​
(k)(q)
​ ​ Energy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 86,061 ​ ​ ​ ​ ​ 859 ​ ​ ​ ​ ​ — ​ ​
Titan Energy LLC, Common Stock
​ ​
(k)(q)
​ ​ Energy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 72,739 ​ ​ ​ ​ ​ 2,299 ​ ​ ​ ​ ​ 2 ​ ​
Trace3 Inc, Common Stock
​ ​
(k)
​ ​ Software & Services ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 7,725 ​ ​ ​ ​ ​ 77 ​ ​ ​ ​ ​ 207 ​ ​
Warren Resources Inc, Common Stock
​ ​
(k)(s)
​ ​ Energy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 998,936 ​ ​ ​ ​ ​ 4,695 ​ ​ ​ ​ ​ 2,557 ​ ​
White Star Petroleum LLC, Common Stock
​ ​
(k)(m)
​ ​ Energy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,738,244 ​ ​ ​ ​ ​ 1,478 ​ ​ ​ ​ ​ — ​ ​
Zeta Interactive Holdings Corp, Preferred Stock, Series E-1
​ ​
(k)
​ ​ Software & Services ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,051,348 ​ ​ ​ ​ ​ 8,357 ​ ​ ​ ​ ​ 11,738 ​ ​
Zeta Interactive Holdings Corp, Preferred Stock, Series F
​ ​
(k)
​ ​ Software & Services ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 956,233 ​ ​ ​ ​ ​ 8,357 ​ ​ ​ ​ ​ 10,628 ​ ​
Zeta Interactive Holdings Corp, Warrant
​ ​
(k)
​ ​ Software & Services ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4/20/27 ​ ​ ​ ​ ​ 143,435 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 369 ​ ​
Total Equity / Other
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 76,513 ​ ​ ​ ​ ​ 85,099 ​ ​
TOTAL INVESTMENTS—170.3%
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 3,851,440 ​ ​ ​ ​ ​ 3,704,291 ​ ​
LIABILITIES IN EXCESS OF ASSETS—(70.3%)
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1,529,653) ​ ​
NET ASSETS—100.0%
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 2,174,638 ​ ​
Total Return Swap
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Notional
Amount
​ ​ ​ ​ ​
Unrealized
Depreciation
​
Citibank TRS Facility (Note 9)
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $    — ​ ​ ​ ​ ​ ​ ​ $ (5,974) ​ ​
See notes to unaudited consolidated financial statements.
14
TABLE OF CONTENTS
FS Investment Corporation III
 
Unaudited Consolidated Schedule of Investments (continued)
As of September 30, 2019
(in thousands, except share amounts)
​
 
A summary of outstanding financial instruments as of September 30, 2019 is as follows:
Interest rate swaps
Counterparty 		​ ​
Notional
Amount
​ ​
Company Receives
Floating Rate
​ ​
Company Pays
Fixed Rate
​ ​
Termination
Date
​ ​
Premiums
Paid/(Received)
​ ​
Value
​ ​
Unrealized
Appreciation
(Depreciation)
​
JP Morgan Chase Bank
​ ​
$120,000
​ ​ 3-Month LIBOR ​ ​
2.78%
​ ​ ​ ​ 12/18/2023 ​ ​ ​ ​ $    — ​ ​ ​ ​ $ (6,640) ​ ​ ​ ​ $ (6,640) ​ ​
JP Morgan Chase Bank
​ ​
$120,000
​ ​ 3-Month LIBOR ​ ​
2.81%
​ ​ ​ ​ 12/18/2021 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (3,308) ​ ​ ​ ​ ​ (3,308) ​ ​
ING Capital Markets
​ ​
$150,000
​ ​ 3-Month LIBOR ​ ​
2.59%
​ ​ ​ ​ 1/14/2024 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (7,291) ​ ​ ​ ​ ​ (7,291) ​ ​
ING Capital Markets
​ ​
$150,000
​ ​ 3-Month LIBOR ​ ​
2.62%
​ ​ ​ ​ 1/14/2022 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (3,681) ​ ​ ​ ​ ​ (3,681) ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ — ​ ​ ​ ​ $ (20,920) ​ ​ ​ ​ $ (20,920) ​ ​
​
(a)
Security may be an obligation of one or more entities affiliated with the named company.
​
(b)
Certain variable rate securities in the Company’s portfolio bear interest at a rate determined by a publicly disclosed base rate plus a basis point spread. As of September 30, 2019, the three-month London Interbank Offered Rate, or LIBOR or “L”, was 2.09%, the Euro Interbank Offered Rate, or EURIBOR, or “E”, was (0.42)% and the Australian Bank Bill Swap Bid Rate, or BBSY, or “B”, was 0.95%. PIK means paid-in-kind. Variable rate securities with no floor rate use the respective benchmark rate in all cases.
​
(c)
Denominated in U.S. dollars unless otherwise noted.
​
(d)
Fair value determined by the Company’s board of directors (see Note 8).
​
(e)
Security or portion thereof held within Burholme Funding LLC and is pledged as collateral supporting the amounts outstanding under the prime brokerage facility with BNP Paribas Prime Brokerage International, Ltd. (as assignee of BNP Paribas Prime Brokerage, Inc.), or BNPP. Securities held within Burholme Funding LLC may be rehypothecated from time to time as permitted under Rule 15c-1(a)(1) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, subject to the terms and conditions governing the prime brokerage facility with BNPP (see Note 9).
​
(f)
Security or portion thereof held within Dunlap Funding LLC and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with Deutsche Bank AG, New York Branch (see Note 9).
​
(g)
Security or portion thereof held within Jefferson Square Funding LLC and is pledged as collateral supporting the amounts outstanding under a term loan credit facility with JPMorgan Chase Bank, National Association (see Note 9).
​
(h)
Security or portion thereof held within Germantown Funding LLC and is pledged as collateral supporting the amounts outstanding under a term loan credit facility with Goldman Sachs (see Note 9).
​
(i)
The investment is not a qualifying asset under the Investment Company Act of 1940, as amended, or the 1940 Act. A business development company may not acquire any asset other than qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. As of September 30, 2019, 80.2% of the Company’s total assets represented qualifying assets.
​
(j)
Security is an unfunded commitment. The stated rate reflects the spread disclosed at the time of commitment and may not indicate the actual rate received upon funding.
​
(k)
Security is non-income producing.
​
(l)
Security was on non-accrual status as of September 30, 2019.
​
(m)
Security held within FSIC III Investments, Inc., a wholly-owned subsidiary of the Company.
​
(n)
Security held within IC III Arches Investments, LLC, a wholly-owned subsidiary of the Company.
​
(o)
Security held within IC III Altus Investments, LLC, a wholly-owned subsidiary of the Company.
​
(p)
Security or portion thereof held within Burholme Funding LLC has been rehypothecated under Rule 15c-1(a)(1) of the Exchange Act, subject to the terms and conditions governing the prime brokerage facility with BNPP (see Note 9). As of September 30, 2019, the fair value of securities rehypothecated by BNPP was $101,352.
​
(q)
Security is classified as Level 1 or Level 2 in the Company’s fair value hierarchy (see Note 8).
​
(r)
Position or portion thereof unsettled as of September 30, 2019.
​
​
See notes to unaudited consolidated financial statements.
15
TABLE OF CONTENTS
FS Investment Corporation III
 
Unaudited Consolidated Schedule of Investments (continued)
As of September 30, 2019
(in thousands, except share amounts)
​
 
(s)
Under the 1940 Act, the Company generally is deemed to be an “affiliated person” of a portfolio company if it owns 5% or more of the portfolio company’s voting securities and generally is deemed to “control” a portfolio company if it owns more than 25% of the portfolio company’s voting securities or it has the power to exercise control over the management or policies of such portfolio company. As of September 30, 2019, the Company held investments in portfolio companies of which it is deemed to be an “affiliated person” but is not deemed to “control.” The following table presents certain financial information with respect to investments in portfolio companies of which the Company was deemed to be an “affiliated person” for the nine months ended September 30, 2019:
​
Portfolio Company
​ ​
Fair Value at
December 31,
2018
​ ​
Gross
Additions(1)
 ​ ​
Gross
Reductions(2)
 ​ ​
Net Realized
Gain (Loss)
​ ​
Net Change in
Unrealized
Appreciation
(Depreciation)
​ ​
Fair Value at
September 30,
2019
​ ​
Interest
Income(4)
 ​ ​
PIK
Income(4)
 ​ ​
Fee
Income(4)
 ​
Senior Secured Loans—First Lien ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Aspect Software Inc
​ ​ ​ $ 7,328 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ (7,663) ​ ​ ​ ​ $ (2,060) ​ ​ ​ ​ $ 2,395 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​
Aspect Software Inc
​ ​ ​ ​ 9,741 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (10,386) ​ ​ ​ ​ ​ (2,652) ​ ​ ​ ​ ​ 3,297 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Fairway Group Holdings Corp
​ ​ ​ ​ 6,742 ​ ​ ​ ​ ​ 659 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (428) ​ ​ ​ ​ ​ 6,973 ​ ​ ​ ​ ​ 652 ​ ​ ​ ​ ​ 659 ​ ​ ​ ​ ​ — ​ ​
Fairway Group Holdings Corp
​ ​ ​ ​ 582 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (373) ​ ​ ​ ​ ​ 209 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Fairway Group Holdings Corp
​ ​ ​ ​ 2,897 ​ ​ ​ ​ ​ 1,362 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (16) ​ ​ ​ ​ ​ 4,243 ​ ​ ​ ​ ​ 373 ​ ​ ​ ​ ​ 317 ​ ​ ​ ​ ​ 17 ​ ​
H.M. Dunn Co, Inc
​ ​ ​ ​ 1,053 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,458 ​ ​ ​ ​ ​ 2,511 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
H.M. Dunn Co, Inc(3)
 ​ ​ ​ ​ — ​ ​ ​ ​ ​ 416 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 416 ​ ​ ​ ​ ​ 13 ​ ​ ​ ​ ​ 20 ​ ​ ​ ​ ​ 6 ​ ​
Warren Resources Inc
​ ​ ​ ​ 6,176 ​ ​ ​ ​ ​ 47 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 6,223 ​ ​ ​ ​ ​ 544 ​ ​ ​ ​ ​ 47 ​ ​ ​ ​ ​ — ​ ​
Senior Secured Loans—Second Lien ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Fairway Group Holdings Corp
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Equity/Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Aspect Software Inc, Common Equity
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (28,097) ​ ​ ​ ​ ​ 28,097 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Fairway Group Holdings Corp, Common Equity
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
HM Dunn Co Inc. Preferred Equity, Series A
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
HM Dunn Co Inc. Preferred Equity, Series B
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Warren Resources, Inc, Common Equity
​ ​ ​ ​ 2,347 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 210 ​ ​ ​ ​ ​ 2,557 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Total
 ​ ​ ​ $ 36,866 ​ ​ ​ ​ $ 2,484 ​ ​ ​ ​ $ (18,049) ​ ​ ​ ​ $ (32,809) ​ ​ ​ ​ $ 34,640 ​ ​ ​ ​ $ 23,132 ​ ​ ​ ​ $ 1,582 ​ ​ ​ ​ $ 1,043 ​ ​ ​ ​ $ 23 ​ ​
​
(1)
Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest, the amortization of unearned income, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.
​
(2)
Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.
​
(3)
Security includes a partially unfunded commitment with an amortized cost of  $247 and a fair value of  $247.
​
(4)
Interest income, PIK income and fee income presented for the full nine months ended September 30, 2019.
​
​
See notes to unaudited consolidated financial statements.
16
TABLE OF CONTENTS
FS Investment Corporation III
Consolidated Schedule of Investments
As of December 31, 2018
(in thousands, except share amounts)
​
Portfolio Company(a)
 ​ ​
Footnotes
​ ​
Industry
​ ​
Rate(b)
 ​ ​
Floor
​ ​
Maturity
​ ​
Principal
Amount(c)
 ​ ​
Amortized
Cost
​ ​
Fair
Value(d)
 ​
Senior Secured Loans—First Lien—119.6% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
5 Arch Income Fund 2, LLC
​ ​
(i)(n)
​ ​ Diversified Financials ​ ​
9.0%
​ ​ ​ ​ ​ ​ ​ ​
11/18/23
​ ​ ​ $ 144,445 ​ ​ ​ ​ $ 144,593 ​ ​ ​ ​ $ 144,445 ​ ​
5 Arch Income Fund 2, LLC
​ ​
(i)(j)
​ ​ Diversified Financials ​ ​
9.0%
​ ​ ​ ​ ​ ​ ​ ​
11/18/23
​ ​ ​ ​ 3,955 ​ ​ ​ ​ ​ 3,955 ​ ​ ​ ​ ​ 3,955 ​ ​
Acosta Holdco Inc
​ ​
(r)
​ ​
Commercial & Professional Services
​ ​
L+325
​ ​ ​ ​ 1.0% ​ ​ ​
9/26/21
​ ​ ​ ​ 14,294 ​ ​ ​ ​ ​ 10,738 ​ ​ ​ ​ ​ 8,781 ​ ​
Addison Holdings
​ ​
(g)
​ ​
Commercial & Professional Services
​ ​
L+675
​ ​ ​ ​ 1.0% ​ ​ ​
12/29/23
​ ​ ​ ​ 23,952 ​ ​ ​ ​ ​ 23,952 ​ ​ ​ ​ ​ 23,993 ​ ​
Advantage Sales & Marketing Inc
​ ​
(r)(s)
​ ​
Commercial & Professional Services
​ ​
L+325
​ ​ ​ ​ 1.0% ​ ​ ​
7/23/21
​ ​ ​ ​ 16,827 ​ ​ ​ ​ ​ 14,850 ​ ​ ​ ​ ​ 14,948 ​ ​
Aleris International Inc
​ ​
(r)(s)
​ ​ Materials ​ ​
L+475
​ ​ ​ ​ ​ ​ ​ ​
2/27/23
​ ​ ​ ​ 275 ​ ​ ​ ​ ​ 272 ​ ​ ​ ​ ​ 274 ​ ​
All Systems Holding LLC
​ ​
(f)(g)(h)
​ ​
Commercial & Professional Services
​ ​
L+767
​ ​ ​ ​ 1.0% ​ ​ ​
10/31/23
​ ​ ​ ​ 54,011 ​ ​ ​ ​ ​ 54,011 ​ ​ ​ ​ ​ 54,551 ​ ​
Alstom SA
​ ​
(r)(i)
​ ​ Transportation ​ ​
L+450
​ ​ ​ ​ 1.0% ​ ​ ​
8/29/21
​ ​ ​ ​ 7,181 ​ ​ ​ ​ ​ 6,840 ​ ​ ​ ​ ​ 6,872 ​ ​
Altus Power America Inc
​ ​ ​ ​ ​ Energy ​ ​
L+750
​ ​ ​ ​ 1.5% ​ ​ ​
9/30/21
​ ​ ​ ​ 3,183 ​ ​ ​ ​ ​ 3,183 ​ ​ ​ ​ ​ 3,087 ​ ​
Altus Power America Inc
​ ​
(j)
​ ​ Energy ​ ​
L+750
​ ​ ​ ​ 1.5% ​ ​ ​
9/30/21
​ ​ ​ ​ 140 ​ ​ ​ ​ ​ 140 ​ ​ ​ ​ ​ 136 ​ ​
American Tire Distributors Inc
​ ​
(r)
​ ​ Automobiles & Components ​ ​
L+750
​ ​ ​ ​ 1.0% ​ ​ ​
8/30/24
​ ​ ​ ​ 9,192 ​ ​ ​ ​ ​ 8,156 ​ ​ ​ ​ ​ 7,568 ​ ​
American Tire Distributors Inc
​ ​
(r)
​ ​ Automobiles & Components ​ ​
L+650, 1.0% PIK (1.0% Max PIK)
​ ​ ​ ​ 1.0% ​ ​ ​
9/1/23
​ ​ ​ ​ 1,447 ​ ​ ​ ​ ​ 1,353 ​ ​ ​ ​ ​ 1,353 ​ ​
Ammeraal Beltech Holding BV
​ ​
(i)(r)
​ ​ Capital Goods ​ ​
E+375
​ ​ ​ ​ ​ ​ ​ ​
7/30/25
​ ​ ​ € 1,268 ​ ​ ​ ​ ​ 1,466 ​ ​ ​ ​ ​ 1,446 ​ ​
Apex Group Limited
​ ​
(i)(j)
​ ​ Diversified Financials ​ ​
L+650
​ ​ ​ ​ ​ ​ ​ ​
6/15/23
​ ​ ​ $ 1,957 ​ ​ ​ ​ ​ 1,902 ​ ​ ​ ​ ​ 1,675 ​ ​
Apex Group Limited
​ ​
(f)(i)
​ ​ Diversified Financials ​ ​
L+650
​ ​ ​ ​ 1.0% ​ ​ ​
6/15/25
​ ​ ​ ​ 13,230 ​ ​ ​ ​ ​ 12,981 ​ ​ ​ ​ ​ 12,706 ​ ​
Apex Group Limited
​ ​
(i)(j)
​ ​ Diversified Financials ​ ​
L+650
​ ​ ​ ​ 1.0% ​ ​ ​
6/15/25
​ ​ ​ ​ 6,382 ​ ​ ​ ​ ​ 6,264 ​ ​ ​ ​ ​ 6,130 ​ ​
Apex Group Limited
​ ​
(i)
​ ​ Diversified Financials ​ ​
L+650
​ ​ ​ ​ 1.0% ​ ​ ​
6/15/25
​ ​ ​ ​ 2,127 ​ ​ ​ ​ ​ 2,049 ​ ​ ​ ​ ​ 2,043 ​ ​
Apex Group Limited
​ ​
(i)(j)
​ ​ Diversified Financials ​ ​
L+650
​ ​ ​ ​ 1.0% ​ ​ ​
6/15/25
​ ​ ​ ​ 3,191 ​ ​ ​ ​ ​ 3,191 ​ ​ ​ ​ ​ 3,065 ​ ​
Aspect Software Inc
​ ​
(l)(t)
​ ​ Software & Services ​ ​
L+400, 6.5% PIK (6.5% Max PIK)
​ ​ ​ ​ ​ ​ ​ ​
5/25/20
​ ​ ​ ​ 13,075 ​ ​ ​ ​ ​ 13,038 ​ ​ ​ ​ ​ 9,741 ​ ​
Aspect Software Inc
​ ​
(f)(l)(t)
​ ​ Software & Services ​ ​
L+1100
​ ​ ​ ​ 1.0% ​ ​ ​
5/25/20
​ ​ ​ ​ 9,837 ​ ​ ​ ​ ​ 9,723 ​ ​ ​ ​ ​ 7,328 ​ ​
ATX Networks Corp
​ ​
(h)(i)(r)(s)
​ ​ Technology Hardware &
Equipment 		​ ​
L+600, 1.0% PIK (1.0% Max PIK)
​ ​ ​ ​ 1.0% ​ ​ ​
6/11/21
​ ​ ​ ​ 14,019 ​ ​ ​ ​ ​ 13,674 ​ ​ ​ ​ ​ 13,318 ​ ​
ATX Networks Corp
​ ​
(g)(h)(i)(r)
​ ​ Technology Hardware &
Equipment 		​ ​
L+600, 1.0% PIK (1.0% Max PIK)
​ ​ ​ ​ 1.0% ​ ​ ​
6/11/21
​ ​ ​ ​ 28,510 ​ ​ ​ ​ ​ 28,006 ​ ​ ​ ​ ​ 27,085 ​ ​
ATX Networks Corp
​ ​
(i)(r)(s)
​ ​ Technology Hardware &
Equipment 		​ ​
L+600, 1.0% PIK (1.0% Max PIK)
​ ​ ​ ​ 1.0% ​ ​ ​
6/11/21
​ ​ ​ ​ 797 ​ ​ ​ ​ ​ 749 ​ ​ ​ ​ ​ 757 ​ ​
AVF Parent LLC
​ ​
(f)
​ ​ Retailing ​ ​
L+725
​ ​ ​ ​ 1.3% ​ ​ ​
3/1/24
​ ​ ​ ​ 29,438 ​ ​ ​ ​ ​ 29,438 ​ ​ ​ ​ ​ 27,518 ​ ​
Belk Inc
​ ​
(r)(s)
​ ​ Retailing ​ ​
L+475
​ ​ ​ ​ 1.0% ​ ​ ​
12/12/22
​ ​ ​ ​ 21,929 ​ ​ ​ ​ ​ 17,684 ​ ​ ​ ​ ​ 17,793 ​ ​
Borden Dairy Co
​ ​
(f)(g)
​ ​ Food, Beverage & Tobacco ​ ​
L+808
​ ​ ​ ​ 1.0% ​ ​ ​
7/6/23
​ ​ ​ ​ 48,125 ​ ​ ​ ​ ​ 48,125 ​ ​ ​ ​ ​ 43,760 ​ ​
Brand Energy & Infrastructure Services Inc
 ​ ​
(r)(s)
​ ​ Capital Goods ​ ​
L+425
​ ​ ​ ​ 1.0% ​ ​ ​
6/21/24
​ ​ ​ ​ 5,468 ​ ​ ​ ​ ​ 5,192 ​ ​ ​ ​ ​ 5,206 ​ ​
Caprock Midstream LLC
​ ​
(s)
​ ​ Energy ​ ​
L+475
​ ​ ​ ​ ​ ​ ​ ​
11/3/25
​ ​ ​ ​ 1,157 ​ ​ ​ ​ ​ 1,076 ​ ​ ​ ​ ​ 1,079 ​ ​
Constellis Holdings LLC/Constellis Finance
Corp
​ ​ ​ ​ ​ Capital Goods ​ ​
L+575
​ ​ ​ ​ 1.0% ​ ​ ​
4/1/22
​ ​ ​ ​ 40,226 ​ ​ ​ ​ ​ 39,628 ​ ​ ​ ​ ​ 39,623 ​ ​
CSafe Global
​ ​ ​ ​ ​ Capital Goods ​ ​
L+725
​ ​ ​ ​ 1.0% ​ ​ ​
11/1/21
​ ​ ​ ​ 261 ​ ​ ​ ​ ​ 261 ​ ​ ​ ​ ​ 263 ​ ​
CSafe Global
​ ​
(j)
​ ​ Capital Goods ​ ​
L+725
​ ​ ​ ​ 1.0% ​ ​ ​
11/1/21
​ ​ ​ ​ 2,348 ​ ​ ​ ​ ​ 2,348 ​ ​ ​ ​ ​ 2,371 ​ ​
CSafe Global
​ ​
(f)
​ ​ Capital Goods ​ ​
L+725
​ ​ ​ ​ 1.0% ​ ​ ​
10/31/23
​ ​ ​ ​ 22,335 ​ ​ ​ ​ ​ 22,335 ​ ​ ​ ​ ​ 22,559 ​ ​
See notes to unaudited consolidated financial statements.
17
TABLE OF CONTENTS
FS Investment Corporation III
Consolidated Schedule of Investments (continued)
As of December 31, 2018
(in thousands, except share amounts)
​
 
Portfolio Company(a)
 ​ ​
Footnotes
​ ​
Industry
​ ​
Rate(b)
 ​ ​
Floor
​ ​
Maturity
​ ​
Principal
Amount(c)
 ​ ​
Amortized
Cost
​ ​
Fair
Value(d)
 ​
CSM Bakery Products
​ ​
(r)(s)
​ ​ Food, Beverage & Tobacco ​ ​
L+400
​ ​ ​ ​ 1.0% ​ ​ ​
7/3/20
​ ​ ​ $ 488 ​ ​ ​ ​ $ 458 ​ ​ ​ ​ $ 453 ​ ​
Dade Paper and Bag Co Inc
​ ​ ​ ​ ​ Capital Goods ​ ​
L+700
​ ​ ​ ​ 1.0% ​ ​ ​
6/10/24
​ ​ ​ ​ 5,630 ​ ​ ​ ​ ​ 5,630 ​ ​ ​ ​ ​ 5,405 ​ ​
Dade Paper and Bag Co Inc
​ ​
(g)(h)
​ ​ Capital Goods ​ ​
L+750
​ ​ ​ ​ 1.0% ​ ​ ​
6/10/24
​ ​ ​ ​ 44,141 ​ ​ ​ ​ ​ 44,141 ​ ​ ​ ​ ​ 43,258 ​ ​
Dayton Superior Corp
​ ​
(r)(s)
​ ​ Materials ​ ​
L+800, 6.0% PIK (6.0% Max PIK)
​ ​ ​ ​ 1.0% ​ ​ ​
11/15/21
​ ​ ​ ​ 11,790 ​ ​ ​ ​ ​ 9,697 ​ ​ ​ ​ ​ 9,874 ​ ​
Diamond Resorts International Inc
​ ​
(r)(s)
​ ​ Consumer Services ​ ​
L+375
​ ​ ​ ​ 1.0% ​ ​ ​
9/2/23
​ ​ ​ ​ 26,866 ​ ​ ​ ​ ​ 24,919 ​ ​ ​ ​ ​ 25,120 ​ ​
Distribution International Inc
​ ​
(r)(s)
​ ​ Retailing ​ ​
L+500
​ ​ ​ ​ 1.0% ​ ​ ​
12/15/21
​ ​ ​ ​ 370 ​ ​ ​ ​ ​ 326 ​ ​ ​ ​ ​ 329 ​ ​
Eagle Family Foods Inc
​ ​
(j)
​ ​ Food, Beverage & Tobacco ​ ​
L+650
​ ​ ​ ​ 1.0% ​ ​ ​
6/14/23
​ ​ ​ ​ 3,507 ​ ​ ​ ​ ​ 3,472 ​ ​ ​ ​ ​ 2,989 ​ ​
Eagle Family Foods Inc
​ ​
(f)
​ ​ Food, Beverage & Tobacco ​ ​
L+650
​ ​ ​ ​ 1.0% ​ ​ ​
6/14/24
​ ​ ​ ​ 23,263 ​ ​ ​ ​ ​ 23,020 ​ ​ ​ ​ ​ 22,907 ​ ​
Eagleclaw Midstream Ventures LLC
​ ​
(r)(s)
​ ​ Energy ​ ​
L+425
​ ​ ​ ​ 1.0% ​ ​ ​
6/24/24
​ ​ ​ ​ 578 ​ ​ ​ ​ ​ 541 ​ ​ ​ ​ ​ 542 ​ ​
Empire Today LLC
​ ​
(f)(g)
​ ​ Retailing ​ ​
L+700
​ ​ ​ ​ 1.0% ​ ​ ​
11/17/22
​ ​ ​ ​ 44,100 ​ ​ ​ ​ ​ 44,100 ​ ​ ​ ​ ​ 44,180 ​ ​
Fairway Group Holdings Corp
​ ​
(k)(l)(r)(t)
​ ​ Food & Staples Retailing ​ ​
10.0% PIK (10.0% Max PIK)
​ ​ ​ ​ ​ ​ ​ ​
11/27/23
​ ​ ​ ​ 4,437 ​ ​ ​ ​ ​ 3,916 ​ ​ ​ ​ ​ 582 ​ ​
Fairway Group Holdings Corp
​ ​
(t)
​ ​ Food & Staples Retailing ​ ​
12.0% PIK (12.0% Max PIK)
​ ​ ​ ​ ​ ​ ​ ​
11/27/23
​ ​ ​ ​ 6,942 ​ ​ ​ ​ ​ 6,942 ​ ​ ​ ​ ​ 6,742 ​ ​
Fairway Group Holdings Corp
​ ​
(t)
​ ​ Food & Staples Retailing ​ ​
4.0%, 11.0% PIK (11.0% Max PIK)
​ ​ ​ ​ ​ ​ ​ ​
8/28/23
​ ​ ​ ​ 480 ​ ​ ​ ​ ​ 473 ​ ​ ​ ​ ​ 480 ​ ​
Fairway Group Holdings Corp
​ ​
(j)(t)
​ ​ Food & Staples Retailing ​ ​
4.0%, 11.0% PIK (11.0% Max PIK)
​ ​ ​ ​ ​ ​ ​ ​
8/28/23
​ ​ ​ ​ 1,028 ​ ​ ​ ​ ​ 1,028 ​ ​ ​ ​ ​ 1,028 ​ ​
Fairway Group Holdings Corp
​ ​
(t)
​ ​ Food & Staples Retailing ​ ​
4.0%, 11.0% PIK (11.0% Max PIK)
​ ​ ​ ​ ​ ​ ​ ​
8/28/23
​ ​ ​ ​ 2,417 ​ ​ ​ ​ ​ 2,273 ​ ​ ​ ​ ​ 2,417 ​ ​
FHC Health Systems Inc
​ ​
(r)(s)
​ ​ Health Care Equipment & Services ​ ​
L+400
​ ​ ​ ​ 1.0% ​ ​ ​
12/23/21
​ ​ ​ ​ 8,837 ​ ​ ​ ​ ​ 7,306 ​ ​ ​ ​ ​ 7,379 ​ ​
Foresight Energy LLC
​ ​
(i)(r)(s)
​ ​ Materials ​ ​
L+575
​ ​ ​ ​ 1.0% ​ ​ ​
3/28/22
​ ​ ​ ​ 4,925 ​ ​ ​ ​ ​ 4,824 ​ ​ ​ ​ ​ 4,847 ​ ​
Fox Head Inc
​ ​
(f)
​ ​ Consumer Durables & Apparel ​ ​
L+850
​ ​ ​ ​ 1.0% ​ ​ ​
12/19/20
​ ​ ​ ​ 652 ​ ​ ​ ​ ​ 652 ​ ​ ​ ​ ​ 644 ​ ​
Fox Head Inc
​ ​
(f)
​ ​ Consumer Durables & Apparel ​ ​
L+850
​ ​ ​ ​ 1.0% ​ ​ ​
12/19/20
​ ​ ​ ​ 6,097 ​ ​ ​ ​ ​ 6,097 ​ ​ ​ ​ ​ 6,022 ​ ​
FullBeauty Brands Holdings Corp
​ ​
(l)(r)
​ ​ Retailing ​ ​
L+475
​ ​ ​ ​ 1.0% ​ ​ ​
10/14/22
​ ​ ​ ​ 8,116 ​ ​ ​ ​ ​ 2,421 ​ ​ ​ ​ ​ 2,471 ​ ​
Gulf Finance LLC
​ ​
(h)(r)(s)
​ ​ Energy ​ ​
L+525
​ ​ ​ ​ 1.0% ​ ​ ​
8/25/23
​ ​ ​ ​ 14,061 ​ ​ ​ ​ ​ 11,639 ​ ​ ​ ​ ​ 10,845 ​ ​
HM Dunn Co Inc
​ ​
(k)(l)(t)
​ ​ Capital Goods ​ ​
L+875 PIK (L+875 Max PIK)
​ ​ ​ ​ ​ ​ ​ ​
6/30/21
​ ​ ​ ​ 6,583 ​ ​ ​ ​ ​ 5,786 ​ ​ ​ ​ ​ 1,053 ​ ​
Hudson Technologies Co
​ ​
(g)(i)
​ ​
Commercial & Professional Services
​ ​
L+1025
​ ​ ​ ​ 1.0% ​ ​ ​
10/10/23
​ ​ ​ ​ 7,889 ​ ​ ​ ​ ​ 7,822 ​ ​ ​ ​ ​ 5,641 ​ ​
Icynene Group Ltd
​ ​
(f)(g)(h)
​ ​ Materials ​ ​
L+700
​ ​ ​ ​ 1.0% ​ ​ ​
11/30/24
​ ​ ​ ​ 76,230 ​ ​ ​ ​ ​ 76,230 ​ ​ ​ ​ ​ 74,126 ​ ​
Industrial Group Intermediate Holdings
LLC
​ ​
(g)
​ ​ Materials ​ ​
L+800
​ ​ ​ ​ 1.3% ​ ​ ​
5/31/20
​ ​ ​ ​ 9,787 ​ ​ ​ ​ ​ 9,787 ​ ​ ​ ​ ​ 9,726 ​ ​
Intelsat Jackson Holdings SA
​ ​
(i)(r)(s)
​ ​ Media ​ ​
L+375
​ ​ ​ ​ 1.0% ​ ​ ​
11/27/23
​ ​ ​ ​ 13,508 ​ ​ ​ ​ ​ 13,093 ​ ​ ​ ​ ​ 13,137 ​ ​
Ivanti Software Inc
​ ​
(r)(s)
​ ​ Software & Services ​ ​
L+425
​ ​ ​ ​ 1.0% ​ ​ ​
1/20/24
​ ​ ​ ​ 777 ​ ​ ​ ​ ​ 753 ​ ​ ​ ​ ​ 757 ​ ​
JAKKS Pacific Inc
​ ​ ​ ​ ​ Consumer Durables & Apparel ​ ​
L+900
​ ​ ​ ​ 1.5% ​ ​ ​
6/14/21
​ ​ ​ ​ 2,374 ​ ​ ​ ​ ​ 2,359 ​ ​ ​ ​ ​ 2,383 ​ ​
JC Penney Corp Inc
​ ​
(i)(r)(s)
​ ​ Retailing ​ ​
L+425
​ ​ ​ ​ 1.0% ​ ​ ​
6/23/23
​ ​ ​ ​ 2,320 ​ ​ ​ ​ ​ 1,945 ​ ​ ​ ​ ​ 1,992 ​ ​
JHC Acquisition LLC
​ ​
(f)(g)(h)
​ ​ Capital Goods ​ ​
L+750
​ ​ ​ ​ 1.0% ​ ​ ​
1/29/24
​ ​ ​ ​ 176,168 ​ ​ ​ ​ ​ 176,168 ​ ​ ​ ​ ​ 176,168 ​ ​
JHC Acquisition LLC
​ ​
(j)
​ ​ Capital Goods ​ ​
L+750
​ ​ ​ ​ 1.0% ​ ​ ​
1/29/24
​ ​ ​ ​ 21,787 ​ ​ ​ ​ ​ 21,786 ​ ​ ​ ​ ​ 21,787 ​ ​
Jo-Ann Stores Inc
​ ​
(r)(s)
​ ​ Retailing ​ ​
L+500
​ ​ ​ ​ 1.0% ​ ​ ​
10/20/23
​ ​ ​ ​ 325 ​ ​ ​ ​ ​ 310 ​ ​ ​ ​ ​ 310 ​ ​
Jostens Inc
​ ​
(r)(s)
​ ​ Consumer Services ​ ​
L+550
​ ​ ​ ​ ​ ​ ​ ​
12/19/25
​ ​ ​ ​ 4,152 ​ ​ ​ ​ ​ 4,038 ​ ​ ​ ​ ​ 4,051 ​ ​
See notes to unaudited consolidated financial statements.
18
TABLE OF CONTENTS
FS Investment Corporation III
Consolidated Schedule of Investments (continued)
As of December 31, 2018
(in thousands, except share amounts)
​
 
Portfolio Company(a)
 ​ ​
Footnotes
​ ​
Industry
​ ​
Rate(b)
 ​ ​
Floor
​ ​
Maturity
​ ​
Principal
Amount(c)
 ​ ​
Amortized
Cost
​ ​
Fair
Value(d)
 ​
JSS Holdings Ltd
​ ​
(f)(g)
​ ​ Capital Goods ​ ​
L+800, 0.0% PIK (2.5% Max PIK)
​ ​ ​ ​ 1.0% ​ ​ ​
3/31/23
​ ​ ​ $ 65,725 ​ ​ ​ ​ $ 65,222 ​ ​ ​ ​ $ 67,697 ​ ​
Kodiak BP LLC
​ ​
(f)(g)(h)
​ ​ Capital Goods ​ ​
L+725
​ ​ ​ ​ 1.0% ​ ​ ​
12/1/24
​ ​ ​ ​ 90,878 ​ ​ ​ ​ ​ 90,878 ​ ​ ​ ​ ​ 88,947 ​ ​
Kodiak BP LLC
​ ​
(j)
​ ​ Capital Goods ​ ​
L+725
​ ​ ​ ​ 1.0% ​ ​ ​
12/1/24
​ ​ ​ ​ 10,871 ​ ​ ​ ​ ​ 10,871 ​ ​ ​ ​ ​ 10,640 ​ ​
Koosharem LLC
​ ​
(r)(s)
​ ​
Commercial & Professional Services
​ ​
L+450
​ ​ ​ ​ 1.0% ​ ​ ​
4/18/25
​ ​ ​ ​ 1,781 ​ ​ ​ ​ ​ 1,802 ​ ​ ​ ​ ​ 1,752 ​ ​
Lazard Global Compounders Fund
​ ​
(i)
​ ​ Diversified Financials ​ ​
L+725
​ ​ ​ ​ 3.8% ​ ​ ​
4/1/26
​ ​ ​ ​ 101,644 ​ ​ ​ ​ ​ 101,644 ​ ​ ​ ​ ​ 102,406 ​ ​
Lazard Global Compounders Fund
​ ​
(i)(j)
​ ​ Diversified Financials ​ ​
L+725
​ ​ ​ ​ 3.8% ​ ​ ​
4/1/26
​ ​ ​ ​ 17,606 ​ ​ ​ ​ ​ 17,606 ​ ​ ​ ​ ​ 17,738 ​ ​
LBM Borrower LLC
​ ​
(r)(s)
​ ​ Capital Goods ​ ​
L+375
​ ​ ​ ​ 1.0% ​ ​ ​
8/20/22
​ ​ ​ ​ 5,322 ​ ​ ​ ​ ​ 4,966 ​ ​ ​ ​ ​ 4,983 ​ ​
LD Intermediate Holdings Inc
​ ​
(r)(s)
​ ​ Software & Services ​ ​
L+588
​ ​ ​ ​ 1.0% ​ ​ ​
12/9/22
​ ​ ​ ​ 9,500 ​ ​ ​ ​ ​ 8,503 ​ ​ ​ ​ ​ 8,621 ​ ​
Mitel US Holdings Inc
​ ​
(r)(s)
​ ​ Technology Hardware &
Equipment 		​ ​
L+450
​ ​ ​ ​ ​ ​ ​ ​
11/30/25
​ ​ ​ ​ 8,781 ​ ​ ​ ​ ​ 8,495 ​ ​ ​ ​ ​ 8,534 ​ ​
Monitronics International Inc
​ ​
(i)(r)(s)
​ ​
Commercial & Professional Services
​ ​
L+550
​ ​ ​ ​ 1.0% ​ ​ ​
9/30/22
​ ​ ​ ​ 4,350 ​ ​ ​ ​ ​ 3,915 ​ ​ ​ ​ ​ 3,901 ​ ​
Murray Energy Corp
​ ​ ​ ​ ​ Energy ​ ​
L+900
​ ​ ​ ​ 1.0% ​ ​ ​
2/12/21
​ ​ ​ ​ 9,258 ​ ​ ​ ​ ​ 9,199 ​ ​ ​ ​ ​ 9,216 ​ ​
NaviHealth Inc.
​ ​
(r)(s)
​ ​ Health Care Equipment & Services ​ ​
L+500
​ ​ ​ ​ ​ ​ ​ ​
8/1/25
​ ​ ​ ​ 1,054 ​ ​ ​ ​ ​ 1,020 ​ ​ ​ ​ ​ 997 ​ ​
Navistar Inc
​ ​
(i)(r)(s)
​ ​ Automobiles & Components ​ ​
L+350
​ ​ ​ ​ ​ ​ ​ ​
11/6/24
​ ​ ​ ​ 1,012 ​ ​ ​ ​ ​ 972 ​ ​ ​ ​ ​ 979 ​ ​
North Haven Cadence Buyer Inc
​ ​
(j)
​ ​ Consumer Services ​ ​
L+500
​ ​ ​ ​ 1.0% ​ ​ ​
9/2/21
​ ​ ​ ​ 750 ​ ​ ​ ​ ​ 750 ​ ​ ​ ​ ​ 750 ​ ​
North Haven Cadence Buyer Inc
​ ​
(f)(g)
​ ​ Consumer Services ​ ​
L+777
​ ​ ​ ​ 1.0% ​ ​ ​
9/2/24
​ ​ ​ ​ 18,853 ​ ​ ​ ​ ​ 18,853 ​ ​ ​ ​ ​ 18,665 ​ ​
North Haven Cadence Buyer Inc
​ ​
(j)
​ ​ Consumer Services ​ ​
L+650
​ ​ ​ ​ 1.0% ​ ​ ​
9/2/24
​ ​ ​ ​ 3,000 ​ ​ ​ ​ ​ 3,000 ​ ​ ​ ​ ​ 2,970 ​ ​
P2 Energy Solutions, Inc.
​ ​
(r)(s)
​ ​ Energy ​ ​
L+400
​ ​ ​ ​ 1.3% ​ ​ ​
10/30/20
​ ​ ​ ​ 253 ​ ​ ​ ​ ​ 244 ​ ​ ​ ​ ​ 245 ​ ​
Peak 10 Holding Corp
​ ​
(r)(s)
​ ​ Telecommunication Services ​ ​
L+325
​ ​ ​ ​ 1.0% ​ ​ ​
8/1/24
​ ​ ​ ​ 823 ​ ​ ​ ​ ​ 751 ​ ​ ​ ​ ​ 751 ​ ​
PF Chang’s China Bistro Inc
​ ​
(r)(s)
​ ​ Consumer Services ​ ​
L+500
​ ​ ​ ​ 1.0% ​ ​ ​
9/1/22
​ ​ ​ ​ 359 ​ ​ ​ ​ ​ 347 ​ ​ ​ ​ ​ 350 ​ ​
PHRC License LLC
​ ​
(f)
​ ​ Consumer Services ​ ​
L+850, 0.3% PIK (0.3% Max PIK)
​ ​ ​ ​ 1.5% ​ ​ ​
4/28/22
​ ​ ​ ​ 16,710 ​ ​ ​ ​ ​ 16,710 ​ ​ ​ ​ ​ 17,066 ​ ​
Power Distribution Inc
​ ​ ​ ​ ​ Capital Goods ​ ​
L+725
​ ​ ​ ​ 1.3% ​ ​ ​
1/25/23
​ ​ ​ ​ 19,565 ​ ​ ​ ​ ​ 19,565 ​ ​ ​ ​ ​ 19,565 ​ ​
Production Resource Group LLC
​ ​
(f)(h)
​ ​ Media ​ ​
L+700
​ ​ ​ ​ 1.0% ​ ​ ​
8/21/24
​ ​ ​ ​ 173,008 ​ ​ ​ ​ ​ 173,008 ​ ​ ​ ​ ​ 169,980 ​ ​
Propulsion Acquisition LLC
​ ​
(f)(h)(r)
​ ​ Capital Goods ​ ​
L+600
​ ​ ​ ​ 1.0% ​ ​ ​
7/13/21
​ ​ ​ ​ 60,292 ​ ​ ​ ​ ​ 59,251 ​ ​ ​ ​ ​ 59,689 ​ ​
PSKW LLC
​ ​
(f)(g)(h)
​ ​ Health Care Equipment & Services ​ ​
L+850
​ ​ ​ ​ 1.0% ​ ​ ​
11/25/21
​ ​ ​ ​ 172,364 ​ ​ ​ ​ ​ 172,234 ​ ​ ​ ​ ​ 172,800 ​ ​
Reliant Rehab Hospital Cincinnati LLC
​ ​
(g)
​ ​ Health Care Equipment & Services ​ ​
L+675
​ ​ ​ ​ 1.0% ​ ​ ​
8/30/24
​ ​ ​ ​ 46,763 ​ ​ ​ ​ ​ 46,316 ​ ​ ​ ​ ​ 46,623 ​ ​
Roadrunner Intermediate Acquisition Co LLC
​ ​
(f)(g)(h)
​ ​ Health Care Equipment & Services ​ ​
L+675
​ ​ ​ ​ 1.0% ​ ​ ​
3/15/23
​ ​ ​ ​ 94,042 ​ ​ ​ ​ ​ 94,042 ​ ​ ​ ​ ​ 87,587 ​ ​
Rogue Wave Software Inc
​ ​
(f)(g)(h)
​ ​ Software & Services ​ ​
L+843
​ ​ ​ ​ 1.0% ​ ​ ​
9/25/21
​ ​ ​ ​ 151,900 ​ ​ ​ ​ ​ 151,900 ​ ​ ​ ​ ​ 151,710 ​ ​
Safariland LLC
​ ​
(f)
​ ​ Capital Goods ​ ​
L+765
​ ​ ​ ​ 1.1% ​ ​ ​
11/18/23
​ ​ ​ ​ 42,893 ​ ​ ​ ​ ​ 42,893 ​ ​ ​ ​ ​ 38,443 ​ ​
Savers Inc
​ ​
(r)(s)
​ ​ Retailing ​ ​
L+375
​ ​ ​ ​ 1.3% ​ ​ ​
7/9/19
​ ​ ​ ​ 2,964 ​ ​ ​ ​ ​ 2,823 ​ ​ ​ ​ ​ 2,838 ​ ​
Sequa Corp
​ ​
(r)(s)
​ ​ Materials ​ ​
L+500
​ ​ ​ ​ 1.0% ​ ​ ​
11/28/21
​ ​ ​ ​ 3,672 ​ ​ ​ ​ ​ 3,493 ​ ​ ​ ​ ​ 3,520 ​ ​
Sequel Youth & Family Services LLC
​ ​
(g)
​ ​ Health Care Equipment & Services ​ ​
L+700
​ ​ ​ ​ 1.0% ​ ​ ​
9/1/23
​ ​ ​ ​ 2,271 ​ ​ ​ ​ ​ 2,271 ​ ​ ​ ​ ​ 2,311 ​ ​
Sequel Youth & Family Services LLC
​ ​
(f)
​ ​ Health Care Equipment & Services ​ ​
L+800
​ ​ ​ ​ ​ ​ ​ ​
9/1/23
​ ​ ​ ​ 13,000 ​ ​ ​ ​ ​ 13,000 ​ ​ ​ ​ ​ 13,231 ​ ​
Sequential Brands Group Inc.
​ ​
(f)(g)(h)
​ ​ Consumer Durables & Apparel ​ ​
L+875
​ ​ ​ ​ ​ ​ ​ ​
2/7/24
​ ​ ​ ​ 97,853 ​ ​ ​ ​ ​ 96,047 ​ ​ ​ ​ ​ 97,853 ​ ​
SI Group Inc
​ ​
(r)(s)
​ ​ Materials ​ ​
L+475
​ ​ ​ ​ ​ ​ ​ ​
10/15/25
​ ​ ​ ​ 527 ​ ​ ​ ​ ​ 507 ​ ​ ​ ​ ​ 508 ​ ​
See notes to unaudited consolidated financial statements.
19
TABLE OF CONTENTS
FS Investment Corporation III
Consolidated Schedule of Investments (continued)
As of December 31, 2018
(in thousands, except share amounts)
​
 
Portfolio Company(a)
 ​ ​
Footnotes
​ ​
Industry
​ ​
Rate(b)
 ​ ​
Floor
​ ​
Maturity
​ ​
Principal
Amount(c)
 ​ ​
Amortized
Cost
​ ​
Fair
Value(d)
 ​
SIRVA Worldwide Inc
​ ​
(r)(s)
​ ​
Commercial & Professional Services
​ ​
L+550
​ ​ ​ ​ ​ ​ ​ ​
8/2/25
​ ​ ​ $ 329 ​ ​ ​ ​ $ 322 ​ ​ ​ ​ $ 323 ​ ​
Sorenson Communications LLC
​ ​
(f)(r)(s)
​ ​ Telecommunication Services ​ ​
L+575
​ ​ ​ ​ 2.3% ​ ​ ​
4/30/20
​ ​ ​ ​ 45,216 ​ ​ ​ ​ ​ 45,008 ​ ​ ​ ​ ​ 45,047 ​ ​
Spencer Gifts LLC
​ ​
(r)(s)
​ ​ Retailing ​ ​
L+425
​ ​ ​ ​ 1.0% ​ ​ ​
7/16/21
​ ​ ​ ​ 14,530 ​ ​ ​ ​ ​ 13,786 ​ ​ ​ ​ ​ 13,895 ​ ​
SSC (Lux) Limited S.a r.l.
​ ​
(f)(g)(i)
​ ​ Health Care Equipment & Services ​ ​
L+750
​ ​ ​ ​ 1.0% ​ ​ ​
9/10/24
​ ​ ​ ​ 60,820 ​ ​ ​ ​ ​ 60,820 ​ ​ ​ ​ ​ 61,428 ​ ​
Strike LLC
​ ​
(r)(s)
​ ​ Energy ​ ​
L+800
​ ​ ​ ​ 1.0% ​ ​ ​
11/30/22
​ ​ ​ ​ 3,155 ​ ​ ​ ​ ​ 3,092 ​ ​ ​ ​ ​ 3,159 ​ ​
Sungard Availability Services Capital Inc
​ ​
(f)(h)(r)(s)
​ ​ Software & Services ​ ​
L+700
​ ​ ​ ​ 1.0% ​ ​ ​
9/30/21
​ ​ ​ ​ 29,092 ​ ​ ​ ​ ​ 28,129 ​ ​ ​ ​ ​ 24,845 ​ ​
Sungard Availability Services Capital Inc
​ ​
(r)
​ ​ Software & Services ​ ​
L+1000
​ ​ ​ ​ 1.0% ​ ​ ​
10/1/22
​ ​ ​ ​ 2,404 ​ ​ ​ ​ ​ 2,295 ​ ​ ​ ​ ​ 2,333 ​ ​
Sutherland Global Services Inc
​ ​
(i)(r)(s)
​ ​ Software & Services ​ ​
L+538
​ ​ ​ ​ 1.0% ​ ​ ​
4/23/21
​ ​ ​ ​ 9,728 ​ ​ ​ ​ ​ 9,120 ​ ​ ​ ​ ​ 9,185 ​ ​
Sutherland Global Services Inc
​ ​
(i)(r)(s)
​ ​ Software & Services ​ ​
L+538
​ ​ ​ ​ 1.0% ​ ​ ​
4/23/21
​ ​ ​ ​ 2,265 ​ ​ ​ ​ ​ 2,123 ​ ​ ​ ​ ​ 2,138 ​ ​
Swift Worldwide Resources Holdco Ltd
​ ​ ​ ​ ​ Energy ​ ​
L+1000, 1.0% PIK (1.0% Max PIK)
​ ​ ​ ​ 1.0% ​ ​ ​
7/20/21
​ ​ ​ ​ 17,228 ​ ​ ​ ​ ​ 17,228 ​ ​ ​ ​ ​ 17,228 ​ ​
Tangoe LLC
​ ​ ​ ​ ​ Software & Services ​ ​
L+650
​ ​ ​ ​ 1.0% ​ ​ ​
11/28/25
​ ​ ​ ​ 44,220 ​ ​ ​ ​ ​ 43,784 ​ ​ ​ ​ ​ 43,778 ​ ​
Trace3 Inc
​ ​
(f)(g)
​ ​ Diversified Financials ​ ​
L+675
​ ​ ​ ​ 1.0% ​ ​ ​
8/5/24
​ ​ ​ ​ 37,578 ​ ​ ​ ​ ​ 37,578 ​ ​ ​ ​ ​ 37,202 ​ ​
Virgin Pulse Inc
​ ​
(f)(g)(h)
​ ​ Software & Services ​ ​
L+650
​ ​ ​ ​ 1.0% ​ ​ ​
5/22/25
​ ​ ​ ​ 67,908 ​ ​ ​ ​ ​ 67,397 ​ ​ ​ ​ ​ 65,796 ​ ​
Vivint Inc
​ ​
(r)(s)
​ ​
Commercial & Professional Services
​ ​
L+500
​ ​ ​ ​ ​ ​ ​ ​
4/1/24
​ ​ ​ ​ 13,215 ​ ​ ​ ​ ​ 12,842 ​ ​ ​ ​ ​ 12,880 ​ ​
Warren Resources Inc
​ ​
(g)(t)
​ ​ Energy ​ ​
L+1000, 1.0% PIK (1.0% Max PIK)
​ ​ ​ ​ 1.0% ​ ​ ​
5/22/20
​ ​ ​ ​ 6,176 ​ ​ ​ ​ ​ 6,176 ​ ​ ​ ​ ​ 6,176 ​ ​
West Corp
​ ​
(r)(s)
​ ​ Software & Services ​ ​
L+350
​ ​ ​ ​ 1.0% ​ ​ ​
10/10/24
​ ​ ​ ​ 522 ​ ​ ​ ​ ​ 478 ​ ​ ​ ​ ​ 478 ​ ​
West Corp
​ ​
(r)(s)
​ ​ Software & Services ​ ​
L+400
​ ​ ​ ​ 1.0% ​ ​ ​
10/10/24
​ ​ ​ ​ 15,811 ​ ​ ​ ​ ​ 14,507 ​ ​ ​ ​ ​ 14,566 ​ ​
Westbridge Technologies Inc
​ ​
(r)(s)
​ ​ Technology Hardware &
Equipment 		​ ​
L+850
​ ​ ​ ​ 1.0% ​ ​ ​
4/28/23
​ ​ ​ ​ 25,441 ​ ​ ​ ​ ​ 25,470 ​ ​ ​ ​ ​ 25,505 ​ ​
York Risk Services Group Inc
​ ​
(r)(s)
​ ​ Insurance ​ ​
L+375
​ ​ ​ ​ 1.0% ​ ​ ​
10/1/21
​ ​ ​ ​ 7,619 ​ ​ ​ ​ ​ 7,146 ​ ​ ​ ​ ​ 7,145 ​ ​
Zeta Interactive Holdings Corp
​ ​
(g)(h)
​ ​ Software & Services ​ ​
L+750
​ ​ ​ ​ 1.0% ​ ​ ​
7/29/22
​ ​ ​ ​ 62,929 ​ ​ ​ ​ ​ 62,929 ​ ​ ​ ​ ​ 63,559 ​ ​
Zeta Interactive Holdings Corp
​ ​
(j)
​ ​ Software & Services ​ ​
L+750
​ ​ ​ ​ 1.0% ​ ​ ​
7/29/22
​ ​ ​ ​ 11,143 ​ ​ ​ ​ ​ 11,143 ​ ​ ​ ​ ​ 11,254 ​ ​
Total Senior Secured Loans—First Lien
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,769,596 ​ ​ ​ ​ ​ 2,726,860 ​ ​
Unfunded Loan Commitments
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (87,456) ​ ​ ​ ​ ​ (87,456) ​ ​
Net Senior Secured Loans—First Lien
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,682,140 ​ ​ ​ ​ ​ 2,639,404 ​ ​
Senior Secured Loans—Second Lien—13.3% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Advantage Sales & Marketing Inc
​ ​
(r)(s)
​ ​
Commercial & Professional Services
​ ​
L+650
​ ​ ​ ​ 1.0% ​ ​ ​
7/25/22
​ ​ ​ ​ 4,413 ​ ​ ​ ​ ​ 3,447 ​ ​ ​ ​ ​ 3,496 ​ ​
American Bath Group LLC
​ ​
(r)(s)
​ ​ Capital Goods ​ ​
L+975
​ ​ ​ ​ 1.0% ​ ​ ​
9/30/24
​ ​ ​ ​ 314 ​ ​ ​ ​ ​ 312 ​ ​ ​ ​ ​ 312 ​ ​
Ammeraal Beltech Holding BV
​ ​
(i)
​ ​ Capital Goods ​ ​
L+800
​ ​ ​ ​ ​ ​ ​ ​
7/27/26
​ ​ ​ ​ 44,463 ​ ​ ​ ​ ​ 43,592 ​ ​ ​ ​ ​ 43,505 ​ ​
Arena Energy LP
​ ​
(f)(g)
​ ​ Energy ​ ​
L+900, 4.0% PIK (4.0% Max PIK)
​ ​ ​ ​ 1.0% ​ ​ ​
1/24/21
​ ​ ​ ​ 25,872 ​ ​ ​ ​ ​ 25,872 ​ ​ ​ ​ ​ 25,872 ​ ​
Bellatrix Exploration Ltd
​ ​
(i)
​ ​ Energy ​ ​
8.5%
​ ​ ​ ​ ​ ​ ​ ​
7/26/23
​ ​ ​ ​ 3,744 ​ ​ ​ ​ ​ 3,744 ​ ​ ​ ​ ​ 3,733 ​ ​
Bellatrix Exploration Ltd
​ ​
(i)(j)
​ ​ Energy ​ ​
8.5%
​ ​ ​ ​ ​ ​ ​ ​
7/26/23
​ ​ ​ ​ 1,248 ​ ​ ​ ​ ​ 1,248 ​ ​ ​ ​ ​ 1,244 ​ ​
Bellatrix Exploration Ltd
​ ​
(i)
​ ​ Energy ​ ​
8.5%
​ ​ ​ ​ ​ ​ ​ ​
7/26/23
​ ​ ​ ​ 9,000 ​ ​ ​ ​ ​ 8,151 ​ ​ ​ ​ ​ 7,958 ​ ​
See notes to unaudited consolidated financial statements.
20
TABLE OF CONTENTS
FS Investment Corporation III
Consolidated Schedule of Investments (continued)
As of December 31, 2018
(in thousands, except share amounts)
​
 
Portfolio Company(a)
 ​ ​
Footnotes
​ ​
Industry
​ ​
Rate(b)
 ​ ​
Floor
​ ​
Maturity
​ ​
Principal
Amount(c)
 ​ ​
Amortized
Cost
​ ​
Fair
Value(d)
 ​
Byrider Finance LLC
​ ​ ​ ​ ​ Automobiles & Components ​ ​
L+1000, 0.5% PIK (4.0% Max PIK)
​ ​ ​ ​ 1.3% ​ ​ ​
8/22/20
​ ​ ​ $ 5,939 ​ ​ ​ ​ $ 5,939 ​ ​ ​ ​ $ 5,828 ​ ​
CDS US Intermediate Holdings Inc
​ ​
(f)(i)(r)(s)
​ ​ Media ​ ​
L+825
​ ​ ​ ​ 1.0% ​ ​ ​
7/10/23
​ ​ ​ ​ 18,000 ​ ​ ​ ​ ​ 16,110 ​ ​ ​ ​ ​ 15,030 ​ ​
Centric Group LLC
​ ​
(r)(s)
​ ​ Retailing ​ ​
L+800
​ ​ ​ ​ 1.0% ​ ​ ​
2/1/24
​ ​ ​ ​ 2,215 ​ ​ ​ ​ ​ 2,176 ​ ​ ​ ​ ​ 2,184 ​ ​
Chisholm Oil & Gas Operating LLC
​ ​ ​ ​ ​ Energy ​ ​
L+800
​ ​ ​ ​ 1.0% ​ ​ ​
3/21/24
​ ​ ​ ​ 16,000 ​ ​ ​ ​ ​ 16,000 ​ ​ ​ ​ ​ 15,811 ​ ​
Crossmark Holdings Inc
​ ​
(k)(l)(r)
​ ​ Media ​ ​
L+750
​ ​ ​ ​ 1.3% ​ ​ ​
12/21/20
​ ​ ​ ​ 1,500 ​ ​ ​ ​ ​ 1,340 ​ ​ ​ ​ ​ 60 ​ ​
Fairway Group Holdings Corp
​ ​
(k)(l)(r)(t)
​ ​ Food & Staples Retailing ​ ​
11.0% PIK (11.0% Max PIK)
​ ​ ​ ​ ​ ​ ​ ​
2/24/24
​ ​ ​ ​ 3,941 ​ ​ ​ ​ ​ 3,436 ​ ​ ​ ​ ​ — ​ ​
Grocery Outlet Inc
​ ​
(r)(s)
​ ​ Food & Staples Retailing ​ ​
L+725
​ ​ ​ ​ ​ ​ ​ ​
10/22/26
​ ​ ​ ​ 271 ​ ​ ​ ​ ​ 270 ​ ​ ​ ​ ​ 269 ​ ​
Gruden Acquisition Inc
​ ​
(h)(r)
​ ​ Transportation ​ ​
L+850
​ ​ ​ ​ 1.0% ​ ​ ​
8/18/23
​ ​ ​ ​ 10,000 ​ ​ ​ ​ ​ 9,703 ​ ​ ​ ​ ​ 10,025 ​ ​
Jazz Acquisition Inc
​ ​
(r)(s)
​ ​ Capital Goods ​ ​
L+675
​ ​ ​ ​ 1.0% ​ ​ ​
6/19/22
​ ​ ​ ​ 4,498 ​ ​ ​ ​ ​ 4,317 ​ ​ ​ ​ ​ 4,206 ​ ​
LBM Borrower LLC
​ ​
(r)(s)
​ ​ Capital Goods ​ ​
L+925
​ ​ ​ ​ 1.0% ​ ​ ​
8/20/23
​ ​ ​ ​ 19,910 ​ ​ ​ ​ ​ 19,437 ​ ​ ​ ​ ​ 19,512 ​ ​
One Call Care Management Inc
​ ​
(g)(h)
​ ​ Insurance ​ ​
L+375, 6.0% PIK (6.0% Max PIK)
​ ​ ​ ​ ​ ​ ​ ​
4/11/24
​ ​ ​ ​ 2,772 ​ ​ ​ ​ ​ 2,747 ​ ​ ​ ​ ​ 2,655 ​ ​
OPE Inmar Acquisition Inc
​ ​
(r)(s)
​ ​ Software & Services ​ ​
L+800
​ ​ ​ ​ 1.0% ​ ​ ​
5/1/25
​ ​ ​ ​ 15,000 ​ ​ ​ ​ ​ 15,000 ​ ​ ​ ​ ​ 14,850 ​ ​
Paradigm Acquisition Corp
​ ​
(r)(s)
​ ​ Health Care Equipment & Services ​ ​
L+750
​ ​ ​ ​ ​ ​ ​ ​
10/26/26
​ ​ ​ ​ 190 ​ ​ ​ ​ ​ 190 ​ ​ ​ ​ ​ 190 ​ ​
Peak 10 Holding Corp
​ ​
(r)(s)
​ ​ Telecommunication Services ​ ​
L+725
​ ​ ​ ​ 1.0% ​ ​ ​
8/1/25
​ ​ ​ ​ 7,902 ​ ​ ​ ​ ​ 7,177 ​ ​ ​ ​ ​ 7,132 ​ ​
Pure Fishing Inc
​ ​ ​ ​ ​ Consumer Durables & Apparel ​ ​
L+838
​ ​ ​ ​ 1.0% ​ ​ ​
12/31/26
​ ​ ​ ​ 39,804 ​ ​ ​ ​ ​ 39,408 ​ ​ ​ ​ ​ 39,406 ​ ​
Rise Baking Company
​ ​
(f)
​ ​ Food, Beverage & Tobacco ​ ​
L+800
​ ​ ​ ​ 1.0% ​ ​ ​
8/9/26
​ ​ ​ ​ 15,292 ​ ​ ​ ​ ​ 15,145 ​ ​ ​ ​ ​ 15,149 ​ ​
Sequa Corp
​ ​
(r)(s)
​ ​ Materials ​ ​
L+900
​ ​ ​ ​ 1.0% ​ ​ ​
4/28/22
​ ​ ​ ​ 5,204 ​ ​ ​ ​ ​ 4,905 ​ ​ ​ ​ ​ 4,944 ​ ​
SIRVA Worldwide Inc
​ ​
(r)(s)
​ ​
Commercial & Professional Services
​ ​
L+950
​ ​ ​ ​ ​ ​ ​ ​
8/2/26
​ ​ ​ ​ 2,826 ​ ​ ​ ​ ​ 2,402 ​ ​ ​ ​ ​ 2,501 ​ ​
SMG/PA
​ ​
(r)(s)
​ ​ Consumer Services ​ ​
L+700
​ ​ ​ ​ ​ ​ ​ ​
1/23/26
​ ​ ​ ​ 942 ​ ​ ​ ​ ​ 928 ​ ​ ​ ​ ​ 931 ​ ​
Spencer Gifts LLC
​ ​
(g)(h)(r)
​ ​ Retailing ​ ​
L+825
​ ​ ​ ​ 1.0% ​ ​ ​
6/29/22
​ ​ ​ ​ 37,000 ​ ​ ​ ​ ​ 36,963 ​ ​ ​ ​ ​ 31,635 ​ ​
TierPoint LLC
​ ​
(r)(s)
​ ​ Software & Services ​ ​
L+725
​ ​ ​ ​ 1.0% ​ ​ ​
5/5/25
​ ​ ​ ​ 7,000 ​ ​ ​ ​ ​ 6,589 ​ ​ ​ ​ ​ 6,646 ​ ​
Titan Energy LLC
​ ​
(g)(k)(l)
​ ​ Energy ​ ​
L+1300 PIK (L+1300 Max PIK)
​ ​ ​ ​ 1.0% ​ ​ ​
2/23/20
​ ​ ​ ​ 44,037 ​ ​ ​ ​ ​ 33,111 ​ ​ ​ ​ ​ 4,096 ​ ​
UTEX Industries Inc
​ ​
(r)
​ ​ Energy ​ ​
L+725
​ ​ ​ ​ 1.0% ​ ​ ​
5/20/22
​ ​ ​ ​ 1,273 ​ ​ ​ ​ ​ 1,269 ​ ​ ​ ​ ​ 1,101 ​ ​
Winebow Group LLC/The
​ ​
(r)(s)
​ ​ Food & Staples Retailing ​ ​
L+750
​ ​ ​ ​ 1.0% ​ ​ ​
1/2/22
​ ​ ​ ​ 4,912 ​ ​ ​ ​ ​ 2,456 ​ ​ ​ ​ ​ 2,701 ​ ​
WireCo WorldGroup Inc
​ ​
(r)(s)
​ ​ Capital Goods ​ ​
L+900
​ ​ ​ ​ 1.0% ​ ​ ​
9/30/24
​ ​ ​ ​ 606 ​ ​ ​ ​ ​ 605 ​ ​ ​ ​ ​ 608 ​ ​
Total Senior Secured Loans—Second Lien
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 333,989 ​ ​ ​ ​ ​ 293,590 ​ ​
Unfunded Loan Commitments
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1,248) ​ ​ ​ ​ ​ (1,248) ​ ​
Net Senior Secured Loans—Second Lien
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 332,741 ​ ​ ​ ​ ​ 292,342 ​ ​
Other Senior Secured Debt—4.2% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
APTIM Corp
​ ​
(r)
​ ​ Diversified Financials ​ ​
7.8%
 ​ ​ ​ ​ ​ ​ ​ ​
6/15/25
​ ​ ​ ​ 13,174 ​ ​ ​ ​ ​ 13,174 ​ ​ ​ ​ ​ 9,963 ​ ​
Avantor Inc
​ ​
(r)
​ ​ Pharmaceuticals, Biotechnology & Life Sciences ​ ​
6.0%
​ ​ ​ ​ ​ ​ ​ ​
10/1/24
​ ​ ​ ​ 1,361 ​ ​ ​ ​ ​ 1,361 ​ ​ ​ ​ ​ 1,339 ​ ​
Black Swan Energy Ltd
​ ​
(i)
​ ​ Energy ​ ​
9.0%
​ ​ ​ ​ ​ ​ ​ ​
1/20/24
​ ​ ​ ​ 1,333 ​ ​ ​ ​ ​ 1,333 ​ ​ ​ ​ ​ 1,286 ​ ​
Boyne USA Inc
​ ​
(e)(r)
​ ​ Consumer Services ​ ​
7.3%
​ ​ ​ ​ ​ ​ ​ ​
5/1/25
​ ​ ​ ​ 54 ​ ​ ​ ​ ​ 56 ​ ​ ​ ​ ​ 56 ​ ​
Diamond Resorts International Inc
​ ​
(h)(r)
​ ​ Consumer Services ​ ​
7.8%
​ ​ ​ ​ ​ ​ ​ ​
9/1/23
​ ​ ​ ​ 11,965 ​ ​ ​ ​ ​ 11,965 ​ ​ ​ ​ ​ 11,544 ​ ​
See notes to unaudited consolidated financial statements.
21
TABLE OF CONTENTS
FS Investment Corporation III
Consolidated Schedule of Investments (continued)
As of December 31, 2018
(in thousands, except share amounts)
​
 
Portfolio Company(a)
 ​ ​
Footnotes
​ ​
Industry
​ ​
Rate(b)
 ​ ​
Floor
​ ​
Maturity
​ ​
Principal
Amount(c)
 ​ ​
Amortized
Cost
​ ​
Fair
Value(d)
 ​
DJO Finance LLC / DJO Finance Corp
​ ​
(e)(r)
​ ​ Health Care Equipment & Services ​ ​
8.1%
​ ​ ​ ​ ​
6/15/21
​ ​ ​ $ 4,580 ​ ​ ​ ​ $ 4,611 ​ ​ ​ ​ $ 4,729 ​ ​
Genesys Telecommunications Laboratories Inc
​ ​
(r)
​ ​
Technology Hardware & Equipment
​ ​
10.0%
​ ​ ​ ​ ​
11/30/24
​ ​ ​ ​ 1,409 ​ ​ ​ ​ ​ 1,556 ​ ​ ​ ​ ​ 1,482 ​ ​
Global A&T Electronics Ltd
​ ​
(i)(r)
​ ​ Semiconductors & Semiconductor Equipment ​ ​
8.5%
​ ​ ​ ​ ​
1/12/23
​ ​ ​ ​ 7,120 ​ ​ ​ ​ ​ 7,181 ​ ​ ​ ​ ​ 6,319 ​ ​
JC Penney Corp Inc
​ ​
(e)(i)(r)
​ ​ Retailing ​ ​
5.7%
​ ​ ​ ​ ​
6/1/20
​ ​ ​ ​ 143 ​ ​ ​ ​ ​ 133 ​ ​ ​ ​ ​ 115 ​ ​
JW Aluminum Co
​ ​
(r)
​ ​ Materials ​ ​
10.3%
​ ​ ​ ​ ​
6/1/26
​ ​ ​ ​ 759 ​ ​ ​ ​ ​ 759 ​ ​ ​ ​ ​ 757 ​ ​
Lycra
​ ​
(e)(i)(r)
​ ​ Consumer Durables & Apparel ​ ​
7.5%
​ ​ ​ ​ ​
5/1/25
​ ​ ​ ​ 4,284 ​ ​ ​ ​ ​ 4,320 ​ ​ ​ ​ ​ 4,032 ​ ​
Numericable-SFR
​ ​
(e)(i)(r)
​ ​ Software & Services ​ ​
8.1%
​ ​ ​ ​ ​
2/1/27
​ ​ ​ ​ 1,767 ​ ​ ​ ​ ​ 1,767 ​ ​ ​ ​ ​ 1,674 ​ ​
Pattonair Holdings Ltd
​ ​
(e)(i)
​ ​ Capital Goods ​ ​
9.0%
​ ​ ​ ​ ​
11/1/22
​ ​ ​ ​ 4,660 ​ ​ ​ ​ ​ 4,821 ​ ​ ​ ​ ​ 4,708 ​ ​
Ply Gem Holdings Inc
​ ​
(e)(r)
​ ​ Capital Goods ​ ​
8.0%
​ ​ ​ ​ ​
4/15/26
​ ​ ​ ​ 3,697 ​ ​ ​ ​ ​ 3,611 ​ ​ ​ ​ ​ 3,401 ​ ​
Sorenson Communications LLC
​ ​
(r)
​ ​ Telecommunication Services ​ ​
9.0%, 0.0% PIK (9.0% Max PIK)
​ ​ ​ ​ ​
10/31/20
​ ​ ​ ​ 11,820 ​ ​ ​ ​ ​ 11,634 ​ ​ ​ ​ ​ 11,702 ​ ​
Sunnova Energy Corp
​ ​ ​ ​ ​ Energy ​ ​
6.0%, 6.0% PIK (6.0% Max PIK)
​ ​ ​ ​ ​
7/31/19
​ ​ ​ ​ 1,685 ​ ​ ​ ​ ​ 1,685 ​ ​ ​ ​ ​ 1,674 ​ ​
Talos Production LLC
​ ​
(r)
​ ​ Energy ​ ​
11.0%
​ ​ ​ ​ ​
4/3/22
​ ​ ​ ​ 4,500 ​ ​ ​ ​ ​ 4,698 ​ ​ ​ ​ ​ 4,376 ​ ​
Velvet Energy Ltd
​ ​
(i)
​ ​ Energy ​ ​
9.0%
​ ​ ​ ​ ​
10/5/23
​ ​ ​ ​ 4,500 ​ ​ ​ ​ ​ 4,500 ​ ​ ​ ​ ​ 4,536 ​ ​
Vivint Inc
​ ​
(e)(r)
​ ​
Commercial & Professional Services
​ ​
7.6%
​ ​ ​ ​ ​
9/1/23
​ ​ ​ ​ 8,911 ​ ​ ​ ​ ​ 8,142 ​ ​ ​ ​ ​ 7,292 ​ ​
Vivint Inc
​ ​
(e)(h)(r)
​ ​
Commercial & Professional Services
​ ​
7.9%
​ ​ ​ ​ ​
12/1/22
​ ​ ​ ​ 12,886 ​ ​ ​ ​ ​ 12,753 ​ ​ ​ ​ ​ 12,210 ​ ​
Total Other Senior Secured Debt
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 100,060 ​ ​ ​ ​ ​ 93,195 ​ ​
Subordinated Debt—15.9% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Akzo Nobel Specialty Chemicals
​ ​
(e)(i)(r)
​ ​ Materials ​ ​
8.0%
​ ​ ​ ​ ​
10/1/26
​ ​ ​ ​ 2,288 ​ ​ ​ ​ ​ 2,288 ​ ​ ​ ​ ​ 2,142 ​ ​
All Systems Holding LLC
​ ​ ​ ​ ​
Commercial & Professional Services
​ ​
10.0% PIK (10.0% Max PIK)
​ ​ ​ ​ ​
10/31/22
​ ​ ​ ​ 100 ​ ​ ​ ​ ​ 100 ​ ​ ​ ​ ​ 100 ​ ​
Ascent Resources Utica Holdings LLC / ARU Finance Corp
​ ​
(e)(r)
​ ​ Energy ​ ​
10.0%
​ ​ ​ ​ ​
4/1/22
​ ​ ​ ​ 19,500 ​ ​ ​ ​ ​ 19,500 ​ ​ ​ ​ ​ 19,957 ​ ​
Avantor Inc
​ ​
(g)(h)(r)
​ ​ Pharmaceuticals, Biotechnology & Life Sciences ​ ​
9.0%
​ ​ ​ ​ ​
10/1/25
​ ​ ​ ​ 52,500 ​ ​ ​ ​ ​ 52,502 ​ ​ ​ ​ ​ 52,533 ​ ​
Byrider Finance LLC
​ ​ ​ ​ ​ Automobiles & Components ​ ​
20.0% PIK (20.0% Max PIK)
​ ​ ​ ​ ​
3/31/22
​ ​ ​ ​ 292 ​ ​ ​ ​ ​ 292 ​ ​ ​ ​ ​ 292 ​ ​
Calumet Specialty Products
​ ​
(e)(i)(r)
​ ​ Energy ​ ​
7.8%
​ ​ ​ ​ ​
4/15/23
​ ​ ​ ​ 10,300 ​ ​ ​ ​ ​ 10,252 ​ ​ ​ ​ ​ 8,000 ​ ​
Canbriam Energy Inc
​ ​
(e)(i)(r)
​ ​ Energy ​ ​
7.8%
​ ​ ​ ​ ​
4/15/23
​ ​ ​ ​ 18,550 ​ ​ ​ ​ ​ 18,517 ​ ​ ​ ​ ​ 16,278 ​ ​
CEC Entertainment Inc
​ ​
(g)(r)
​ ​ Consumer Services ​ ​
8.0%
​ ​ ​ ​ ​
2/15/22
​ ​ ​ ​ 37,261 ​ ​ ​ ​ ​ 36,294 ​ ​ ​ ​ ​ 33,535 ​ ​
ClubCorp Club Operations Inc
​ ​
(e)(r)
​ ​ Consumer Services ​ ​
8.5%
​ ​ ​ ​ ​
9/15/25
​ ​ ​ ​ 12,478 ​ ​ ​ ​ ​ 12,036 ​ ​ ​ ​ ​ 11,230 ​ ​
Diamond Resorts International Inc
​ ​
(e)(r)
​ ​ Consumer Services ​ ​
10.8%
​ ​ ​ ​ ​
9/1/24
​ ​ ​ ​ 3,453 ​ ​ ​ ​ ​ 3,615 ​ ​ ​ ​ ​ 3,117 ​ ​
Eclipse Resources Corp
​ ​
(e)(i)(r)
​ ​ Energy ​ ​
8.9%
​ ​ ​ ​ ​
7/15/23
​ ​ ​ ​ 9,175 ​ ​ ​ ​ ​ 9,049 ​ ​ ​ ​ ​ 7,879 ​ ​
Exterran Energy Solutions LP / EES Finance
Corp
​ ​
(i)(r)
​ ​ Energy ​ ​
8.1%
​ ​ ​ ​ ​
5/1/25
​ ​ ​ ​ 4,114 ​ ​ ​ ​ ​ 4,114 ​ ​ ​ ​ ​ 3,966 ​ ​
Great Lakes Dredge & Dock Corp
​ ​
(e)(i)(r)
​ ​ Capital Goods ​ ​
8.0%
​ ​ ​ ​ ​
5/15/22
​ ​ ​ ​ 4,896 ​ ​ ​ ​ ​ 4,899 ​ ​ ​ ​ ​ 4,978 ​ ​
Intelsat Jackson Holdings SA
​ ​
(e)(i)
​ ​ Media ​ ​
5.5%
​ ​ ​ ​ ​
8/1/23
​ ​ ​ ​ 3,577 ​ ​ ​ ​ ​ 3,240 ​ ​ ​ ​ ​ 3,145 ​ ​
See notes to unaudited consolidated financial statements.
22
TABLE OF CONTENTS
FS Investment Corporation III
Consolidated Schedule of Investments (continued)
As of December 31, 2018
(in thousands, except share amounts)
​
 
Portfolio Company(a)
 ​ ​
Footnotes
​ ​
Industry
​ ​
Rate(b)
 ​ ​
Floor
​ ​
Maturity
​ ​
Principal
Amount(c)
 ​ ​
Amortized
Cost
​ ​
Fair
Value(d)
 ​
Ken Garff Automotive LLC
​ ​
(e)(r)
​ ​ Retailing ​ ​
7.5%
​ ​ ​ ​ ​ ​ ​ ​
8/15/23
​ ​ ​ $ 4,039 ​ ​ ​ ​ $ 4,048 ​ ​ ​ ​ $ 4,009 ​ ​
Lazard Global Compounders Fund
​ ​
(i)(j)
​ ​ Diversified Financials ​ ​
L+650
​ ​ ​ ​ 4.5% ​ ​ ​
9/15/25
​ ​ ​ ​ 39,750 ​ ​ ​ ​ ​ 39,750 ​ ​ ​ ​ ​ 38,907 ​ ​
LifePoint Hospitals Inc
​ ​
(e)(r)
​ ​ Health Care Equipment & Services ​ ​
9.8%
​ ​ ​ ​ ​ ​ ​ ​
12/1/26
​ ​ ​ ​ 6,248 ​ ​ ​ ​ ​ 6,248 ​ ​ ​ ​ ​ 5,953 ​ ​
Logan’s Roadhouse Inc
​ ​
(k)
​ ​ Consumer Services ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
11/1/24
​ ​ ​ ​ 1,317 ​ ​ ​ ​ ​ 1,304 ​ ​ ​ ​ ​ 1,303 ​ ​
PF Chang’s China Bistro Inc
​ ​
(g)(h)(r)
​ ​ Consumer Services ​ ​
10.3%
​ ​ ​ ​ ​ ​ ​ ​
6/30/20
​ ​ ​ ​ 43,108 ​ ​ ​ ​ ​ 42,908 ​ ​ ​ ​ ​ 39,363 ​ ​
PriSo Acquisition Corp
​ ​
(e)(g)(r)
​ ​ Capital Goods ​ ​
9.0%
​ ​ ​ ​ ​ ​ ​ ​
5/15/23
​ ​ ​ ​ 47,859 ​ ​ ​ ​ ​ 47,559 ​ ​ ​ ​ ​ 48,906 ​ ​
Quorum Health Corp
​ ​
(e)(r)
​ ​ Health Care Equipment & Services ​ ​
11.6%
​ ​ ​ ​ ​ ​ ​ ​
4/15/23
​ ​ ​ ​ 2,816 ​ ​ ​ ​ ​ 2,806 ​ ​ ​ ​ ​ 2,684 ​ ​
Sorenson Communications LLC
​ ​
(g)(r)
​ ​ Telecommunication Services ​ ​
13.9%, 0.0% PIK (13.9% Max PIK)
​ ​ ​ ​ ​ ​ ​ ​
10/31/21
​ ​ ​ ​ 8,983 ​ ​ ​ ​ ​ 9,244 ​ ​ ​ ​ ​ 9,208 ​ ​
SRS Distribution Inc
​ ​
(e)(r)
​ ​ Capital Goods ​ ​
8.3%
​ ​ ​ ​ ​ ​ ​ ​
7/1/26
​ ​ ​ ​ 13,222 ​ ​ ​ ​ ​ 13,087 ​ ​ ​ ​ ​ 12,164 ​ ​
Stars Group Holdings BV
​ ​
(e)(i)(r)
​ ​ Consumer Services ​ ​
7.0%
​ ​ ​ ​ ​ ​ ​ ​
7/15/26
​ ​ ​ ​ 2,770 ​ ​ ​ ​ ​ 2,770 ​ ​ ​ ​ ​ 2,692 ​ ​
Sungard Availability Services Capital Inc
​ ​
(g)(r)
​ ​ Software & Services ​ ​
8.8%
​ ​ ​ ​ ​ ​ ​ ​
4/1/22
​ ​ ​ ​ 16,400 ​ ​ ​ ​ ​ 12,880 ​ ​ ​ ​ ​ 3,676 ​ ​
Surgery Partners Holdings LLC
​ ​
(e)(r)
​ ​ Health Care Equipment & Services ​ ​
6.8%
​ ​ ​ ​ ​ ​ ​ ​
7/1/25
​ ​ ​ ​ 2,215 ​ ​ ​ ​ ​ 2,113 ​ ​ ​ ​ ​ 1,918 ​ ​
Team Health Inc
​ ​
(e)(r)
​ ​ Health Care Equipment & Services ​ ​
6.4%
​ ​ ​ ​ ​ ​ ​ ​
2/1/25
​ ​ ​ ​ 9,254 ​ ​ ​ ​ ​ 8,187 ​ ​ ​ ​ ​ 7,553 ​ ​
Vertiv Group Corp
​ ​
(e)(r)
​ ​
Technology Hardware & Equipment
​ ​
9.3%
​ ​ ​ ​ ​ ​ ​ ​
10/15/24
​ ​ ​ ​ 18,690 ​ ​ ​ ​ ​ 18,316 ​ ​ ​ ​ ​ 16,634 ​ ​
Vivint Inc
​ ​
(e)(h)(r)
​ ​
Commercial & Professional Services
​ ​
8.8%
​ ​ ​ ​ ​ ​ ​ ​
12/1/20
​ ​ ​ ​ 4,406 ​ ​ ​ ​ ​ 4,135 ​ ​ ​ ​ ​ 4,202 ​ ​
York Risk Services Group Inc
​ ​
(g)(h)(r)
​ ​ Insurance ​ ​
8.5%
​ ​ ​ ​ ​ ​ ​ ​
10/1/22
​ ​ ​ ​ 36,050 ​ ​ ​ ​ ​ 34,162 ​ ​ ​ ​ ​ 25,235 ​ ​
Total Subordinated Debt
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 426,215 ​ ​ ​ ​ ​ 391,559 ​ ​
Unfunded Loan Commitments
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (39,750) ​ ​ ​ ​ ​ (39,750) ​ ​
Net Subordinated Debt
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 386,465 ​ ​ ​ ​ ​ 351,809 ​ ​
​
Portfolio Company(a)
 ​ ​
Footnotes
​ ​
Industry
​ ​
Rate(b)
 ​ ​
Floor
​ ​
Maturity
​ ​
Principal
Amount(c)/​
Shares
​ ​
Amortized
Cost
​ ​
Fair
Value(d)
 ​
Asset Based Finance—7.6% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Altus Power America Inc, Preferred Stock
​ ​
(o)
​ ​ Energy ​ ​
9.0%, 5.0% PIK
​ ​ ​ ​ ​
10/3/23
​ ​ ​ ​ 1,060,975 ​ ​ ​ ​ $ 1,061 ​ ​ ​ ​ $ 1,045 ​ ​
Australis Maritime, Private Equity
​ ​
(i)(k)
​ ​ Transportation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 966 ​ ​ ​ ​ ​ 966 ​ ​ ​ ​ ​ 966 ​ ​
Global Jet Capital LLC, Preferred Stock
​ ​
(k)
​ ​
Commercial & Professional Services
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 34,893,581 ​ ​ ​ ​ ​ 34,894 ​ ​ ​ ​ ​ 4,885 ​ ​
Global Jet Capital LLC, Preferred Stock
​ ​
(i)(k)
​ ​
Commercial & Professional Services
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 7,590,835 ​ ​ ​ ​ ​ 7,591 ​ ​ ​ ​ ​ 1,063 ​ ​
Global Jet Capital LLC, Structured Mezzanine
​ ​ ​ ​ ​
Commercial & Professional Services
​ ​
15.0% PIK (15.0% Max PIK)
​ ​ ​ ​ ​
1/30/25
​ ​ ​ $ 986 ​ ​ ​ ​ ​ 971 ​ ​ ​ ​ ​ 986 ​ ​
Global Jet Capital LLC, Structured Mezzanine
​ ​ ​ ​ ​
Commercial & Professional Services
​ ​
15.0% PIK (15.0% Max PIK)
​ ​ ​ ​ ​
4/30/25
​ ​ ​ $ 6,267 ​ ​ ​ ​ ​ 6,175 ​ ​ ​ ​ ​ 6,267 ​ ​
Global Jet Capital LLC, Structured Mezzanine
​ ​ ​ ​ ​
Commercial & Professional Services
​ ​
15.0% PIK (15.0% Max PIK)
​ ​ ​ ​ ​
9/3/25
​ ​ ​ $ 1,295 ​ ​ ​ ​ ​ 1,276 ​ ​ ​ ​ ​ 1,295 ​ ​
Global Jet Capital LLC, Structured Mezzanine
​ ​ ​ ​ ​
Commercial & Professional Services
​ ​
15.0% PIK (15.0% Max PIK)
​ ​ ​ ​ ​
9/29/25
​ ​ ​ $ 1,219 ​ ​ ​ ​ ​ 1,201 ​ ​ ​ ​ ​ 1,219 ​ ​
Global Jet Capital LLC, Structured Mezzanine
​ ​ ​ ​ ​
Commercial & Professional Services
​ ​
15.0% PIK (15.0% Max PIK)
​ ​ ​ ​ ​
12/4/25
​ ​ ​ $ 65,587 ​ ​ ​ ​ ​ 64,612 ​ ​ ​ ​ ​ 65,587 ​ ​
Global Jet Capital LLC, Structured Mezzanine
​ ​
(i)
​ ​
Commercial & Professional Services
​ ​
15.0% PIK (15.0% Max PIK)
​ ​ ​ ​ ​
12/4/25
​ ​ ​ $ 15,402 ​ ​ ​ ​ ​ 15,181 ​ ​ ​ ​ ​ 15,402 ​ ​
Global Jet Capital LLC, Structured Mezzanine
​ ​ ​ ​ ​
Commercial & Professional Services
​ ​
15.0% PIK (15.0% Max PIK)
​ ​ ​ ​ ​
12/9/25
​ ​ ​ $ 1,976 ​ ​ ​ ​ ​ 1,942 ​ ​ ​ ​ ​ 1,976 ​ ​
Global Jet Capital LLC, Structured Mezzanine
​ ​
(i)
​ ​
Commercial & Professional Services
​ ​
15.0% PIK (15.0% Max PIK)
​ ​ ​ ​ ​
12/9/25
​ ​ ​ $ 11,270 ​ ​ ​ ​ ​ 11,108 ​ ​ ​ ​ ​ 11,270 ​ ​
See notes to unaudited consolidated financial statements.
23
TABLE OF CONTENTS
FS Investment Corporation III
Consolidated Schedule of Investments (continued)
As of December 31, 2018
(in thousands, except share amounts)
​
 
Portfolio Company(a)
 ​ ​
Footnotes
​ ​
Industry
​ ​
Rate(b)
 ​ ​
Floor
​ ​
Maturity
​ ​
Principal
Amount(c)/​
Shares
​ ​
Amortized
Cost
​ ​
Fair
Value(d)
 ​
Global Jet Capital LLC, Structured Mezzanine
​ ​ ​ ​ ​
Commercial & Professional Services
​ ​
15.0% PIK (15.0% Max PIK)
​ ​ ​ ​ ​
1/29/26
​ ​ ​ $ 5,622 ​ ​ ​ ​ $ 5,539 ​ ​ ​ ​ $ 5,622 ​ ​
Global Jet Capital LLC, Structured Mezzanine
​ ​
(i)
​ ​
Commercial & Professional Services
​ ​
15.0% PIK (15.0% Max PIK)
​ ​ ​ ​ ​
1/29/26
​ ​ ​ $ 1,314 ​ ​ ​ ​ ​ 1,295 ​ ​ ​ ​ ​ 1,314 ​ ​
Global Jet Capital LLC, Structured Mezzanine
​ ​ ​ ​ ​
Commercial & Professional Services
​ ​
15.0% PIK (15.0% Max PIK)
​ ​ ​ ​ ​
2/17/26
​ ​ ​ $ 16,960 ​ ​ ​ ​ ​ 16,709 ​ ​ ​ ​ ​ 16,960 ​ ​
Global Jet Capital LLC, Structured Mezzanine
​ ​ ​ ​ ​
Commercial & Professional Services
​ ​
15.0% PIK (15.0% Max PIK)
​ ​ ​ ​ ​
4/14/26
​ ​ ​ $ 10,503 ​ ​ ​ ​ ​ 10,348 ​ ​ ​ ​ ​ 10,503 ​ ​
Global Jet Capital LLC, Structured Mezzanine
​ ​ ​ ​ ​
Commercial & Professional Services
​ ​
15.0% PIK (15.0% Max PIK)
​ ​ ​ ​ ​
12/2/26
​ ​ ​ $ 15,523 ​ ​ ​ ​ ​ 15,294 ​ ​ ​ ​ ​ 15,523 ​ ​
NewStar Clarendon 2014-1A Class Subord. B
​ ​
(i)
​ ​ Diversified Financials ​ ​
L+435
​ ​ ​ ​ ​
1/25/27
​ ​ ​ $ 730 ​ ​ ​ ​ ​ 698 ​ ​ ​ ​ ​ 727 ​ ​
NewStar Clarendon 2014-1A Class D
​ ​
(i)
​ ​ Diversified Financials ​ ​
13.2%
​ ​ ​ ​ ​
1/25/27
​ ​ ​ $ 8,310 ​ ​ ​ ​ ​ 5,310 ​ ​ ​ ​ ​ 5,928 ​ ​
Total Asset Based Finance
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 202,171 ​ ​ ​ ​ ​ 168,538 ​ ​
​
Portfolio Company(a)
 ​ ​
Footnotes
​ ​
Industry
​ ​
Rate(b)
 ​ ​
Floor
​ ​
Maturity
​ ​
Number of
Shares
​ ​
Cost
​ ​
Fair
Value(d)
 ​
Equity/Other—3.0% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
5 Arch Income Fund 2, LLC, Common Stock
​ ​
(i)(m)
​ ​ Diversified Financials ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 56,000 ​ ​ ​ ​ $ 1,381 ​ ​ ​ ​ $ 2,800 ​ ​
All Systems Holding LLC, Common Stock
​ ​ ​ ​ ​
Commercial & Professional Services
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 60 ​ ​ ​ ​ ​ 581 ​ ​ ​ ​ ​ 670 ​ ​
Altus Power America Inc, Common Stock
​ ​
(k)
​ ​ Energy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 462,008 ​ ​ ​ ​ ​ 462 ​ ​ ​ ​ ​ 81 ​ ​
ASG Technologies, Warrants
​ ​
(k)
​ ​ Software & Services ​ ​ ​ ​ ​ ​ ​ ​
6/27/22
​ ​ ​ ​ 48,325 ​ ​ ​ ​ ​ 1,377 ​ ​ ​ ​ ​ 1,403 ​ ​
Aspect Software Inc, Common Stock
​ ​
(k)(t)
​ ​ Software & Services ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 108,806 ​ ​ ​ ​ ​ 28,097 ​ ​ ​ ​ ​ — ​ ​
ATX Networks Corp, Common Stock
​ ​
(i)(k)
​ ​
Technology Hardware & Equipment
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 83,488 ​ ​ ​ ​ ​ 134 ​ ​ ​ ​ ​ 65 ​ ​
Byrider Finance LLC, Common Stock
​ ​
(k)
​ ​ Automobiles & Components ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 278 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Chisholm Oil & Gas Operating LLC, Series A Units
​ ​
(k)(m)
​ ​ Energy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 75,000 ​ ​ ​ ​ ​ 75 ​ ​ ​ ​ ​ 32 ​ ​
CSafe Global, Common Stock
​ ​
(k)
​ ​ Capital Goods ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 173,900 ​ ​ ​ ​ ​ 174 ​ ​ ​ ​ ​ 243 ​ ​
Empire Today LLC, Common Stock
​ ​
(k)
​ ​ Retailing ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 206 ​ ​ ​ ​ ​ 614 ​ ​ ​ ​ ​ 595 ​ ​
Fairway Group Holdings Corp, Common Stock
​ ​
(k)(t)
​ ​ Food & Staples Retailing ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 71,465 ​ ​ ​ ​ ​ 2,296 ​ ​ ​ ​ ​ — ​ ​
Fox Head Inc, Common Stock
​ ​
(k)
​ ​ Consumer Durables & Apparel ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 11,429 ​ ​ ​ ​ ​ 11 ​ ​ ​ ​ ​ 5 ​ ​
Fox Head Inc, Common Stock
​ ​
(k)
​ ​ Consumer Durables & Apparel ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,131,428 ​ ​ ​ ​ ​ 1,131 ​ ​ ​ ​ ​ 504 ​ ​
Harvest Oil & Gas Corp, Common Stock
​ ​
(k)(r)
​ ​ Energy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 59,445 ​ ​ ​ ​ ​ 1,308 ​ ​ ​ ​ ​ 1,069 ​ ​
Harvey Industries Inc, Common Stock
​ ​
(k)
​ ​ Capital Goods ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,000,000 ​ ​ ​ ​ ​ 2,000 ​ ​ ​ ​ ​ 4,050 ​ ​
HM Dunn Co Inc, Preferred Stock, Series A
​ ​
(k)(t)
​ ​ Capital Goods ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,929 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
HM Dunn Co Inc, Preferred Stock, Series B
​ ​
(k)(t)
​ ​ Capital Goods ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,929 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Industrial Group Intermediate Holdings LLC, Common Stock
 ​ ​
(k)(m)
​ ​ Materials ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 220,619 ​ ​ ​ ​ ​ 221 ​ ​ ​ ​ ​ 132 ​ ​
JHC Acquisition LLC, Common Stock
​ ​
(k)
​ ​ Capital Goods ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8,068 ​ ​ ​ ​ ​ 8,068 ​ ​ ​ ​ ​ 10,831 ​ ​
JSS Holdings Ltd, Net Profits Interest
​ ​
(k)
​ ​ Capital Goods ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 426 ​ ​
JW Aluminum Co, Common Stock
​ ​
(k)
​ ​ Materials ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 41 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
JW Aluminum Co, Preferred Stock
​ ​ ​ ​ ​ Materials ​ ​
12.5% PIK
​ ​ ​ ​ ​
11/17/2025
​ ​ ​ ​ 1,087 ​ ​ ​ ​ ​ 4,836 ​ ​ ​ ​ ​ 9,041 ​ ​
North Haven Cadence Buyer Inc, Common Equity
​ ​
(k)
​ ​ Consumer Services ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 833,333 ​ ​ ​ ​ ​ 833 ​ ​ ​ ​ ​ 1,271 ​ ​
Power Distribution Inc, Common Stock
​ ​
(k)
​ ​ Capital Goods ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 923,077 ​ ​ ​ ​ ​ 923 ​ ​ ​ ​ ​ 485 ​ ​
See notes to unaudited consolidated financial statements.
24
TABLE OF CONTENTS
FS Investment Corporation III
Consolidated Schedule of Investments (continued)
As of December 31, 2018
(in thousands, except share amounts)
​
 
Portfolio Company(a)
 ​ ​
Footnotes
​ ​
Industry
​ ​
Rate(b)
 ​ ​
Floor
​ ​
Maturity
​ ​
Number of
Shares
​ ​
Cost
​ ​
Fair
Value(d)
 ​
Ridgeback Resources Inc, Common Stock
​ ​
(i)(k)(q)
​ ​ Energy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 827,156 ​ ​ ​ ​ $ 5,082 ​ ​ ​ ​ $ 4,092 ​ ​
Sequential Brands Group Inc., Common Stock
​ ​
(k)(r)
​ ​ Consumer Durables & Apparel ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 125,391 ​ ​ ​ ​ ​ 1,693 ​ ​ ​ ​ ​ 100 ​ ​
SSC (Lux) Limited S.a r.l., Common Stock
​ ​
(i)(k)
​ ​
Health Care Equipment & Services
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 113,636 ​ ​ ​ ​ ​ 2,273 ​ ​ ​ ​ ​ 2,784 ​ ​
Sunnova Energy Corp, Common Stock
​ ​
(k)
​ ​ Energy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 577,086 ​ ​ ​ ​ ​ 2,166 ​ ​ ​ ​ ​ — ​ ​
Sunnova Energy Corp, Preferred Stock
​ ​
(k)
​ ​ Energy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 105,341 ​ ​ ​ ​ ​ 561 ​ ​ ​ ​ ​ 578 ​ ​
Templar Energy LLC, Common Stock
​ ​
(k)(m)(r)
​ ​ Energy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 129,829 ​ ​ ​ ​ ​ 1,103 ​ ​ ​ ​ ​ 81 ​ ​
Templar Energy LLC, Preferred Stock
​ ​
(k)(r)
​ ​ Energy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 86,061 ​ ​ ​ ​ ​ 859 ​ ​ ​ ​ ​ 258 ​ ​
Titan Energy LLC, Common Stock
​ ​
(k)(r)
​ ​ Energy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 72,739 ​ ​ ​ ​ ​ 2,299 ​ ​ ​ ​ ​ 22 ​ ​
Trace3 Inc, Common Stock
​ ​ ​ ​ ​ Diversified Financials ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 7,725 ​ ​ ​ ​ ​ 77 ​ ​ ​ ​ ​ 143 ​ ​
Warren Resources Inc, Common Stock
​ ​
(k)(t)
​ ​ Energy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 998,936 ​ ​ ​ ​ ​ 4,695 ​ ​ ​ ​ ​ 2,347 ​ ​
White Star Petroleum LLC
​ ​
(k)(m)
​ ​ Energy ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,738,244 ​ ​ ​ ​ ​ 1,477 ​ ​ ​ ​ ​ 565 ​ ​
Zeta Interactive Holdings Corp, Preferred Stock,
Series E-1
​ ​
(k)
​ ​ Software & Services ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,051,348 ​ ​ ​ ​ ​ 8,357 ​ ​ ​ ​ ​ 11,053 ​ ​
Zeta Interactive Holdings Corp, Preferred Stock, Series F
​ ​
(k)
​ ​ Software & Services ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 956,233 ​ ​ ​ ​ ​ 8,357 ​ ​ ​ ​ ​ 9,862 ​ ​
Zeta Interactive Holdings Corp, Warrant
​ ​
(k)
​ ​ Software & Services ​ ​ ​ ​ ​ ​ ​ ​
4/20/2027
​ ​ ​ ​ 143,435 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 407 ​ ​
Total Equity/Other
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 93,521 ​ ​ ​ ​ ​ 65,995 ​ ​
TOTAL INVESTMENTS—163.6%
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 3,797,098 ​ ​ ​ ​ ​ 3,611,283 ​ ​
LIABILITIES IN EXCESS OF OTHER ASSETS—(63.6%)
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1,404,312) ​ ​
NET ASSETS—100.0%
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 2,206,971 ​ ​
​
Total Return Swap
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Notional
Amount
​ ​ ​ ​ ​
Unrealized
Depreciation
​
Citibank TRS Facility (Note 8)
​ ​
(i)
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 145,371 ​ ​ ​ ​ ​ ​ ​ $ (22,062) ​ ​
A summary of outstanding financial instruments as of December 31, 2018 is as follows:
Interest rate swaps
Counterparty
​ ​
Notional
Amount
​ ​
Company Receives
Floating Rate
​ ​
Company Pays
Fixed Rate
​ ​
Termination
Date
​ ​
Premiums
Paid/(Received)
​ ​
Value
​ ​
Unrealized
Depreciation
​
JP Morgan Chase Bank
​ ​
$120,000
​ ​ 3-Month LIBOR ​ ​
2.78%
​ ​ ​ ​ 12/18/2023 ​ ​ ​ ​ $  — ​ ​ ​ ​ $ (1,636) ​ ​ ​ ​ $ (1,636) ​ ​
JP Morgan Chase Bank
​ ​
$120,000
​ ​ 3-Month LIBOR ​ ​
2.81%
​ ​ ​ ​ 12/18/2021 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (978) ​ ​ ​ ​ ​ (978) ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $  — ​ ​ ​ ​ $ (2,614) ​ ​ ​ ​ $ (2,614) ​ ​
​
(a)
Security may be an obligation of one or more entities affiliated with the named company.
​
(b)
Certain variable rate securities in the Company’s portfolio bear interest at a rate determined by a publicly disclosed base rate plus a basis point spread. As of December 31, 2018, the three-month London Interbank Offered Rate, or LIBOR or L, was 2.81% and the U.S. Prime Lending Rate, or Prime, was 5.50%. PIK means paid-in-kind.
​
(c)
Denominated in U.S. dollars unless otherwise noted.
​
(d)
Fair value determined by the Company’s board of directors (see Note 8).
​
​
See notes to unaudited consolidated financial statements.
25
TABLE OF CONTENTS
FS Investment Corporation III
Consolidated Schedule of Investments (continued)
As of December 31, 2018
(in thousands, except share amounts)
​
 
(e)
Security or portion thereof held within Burholme Funding LLC and is pledged as collateral supporting the amounts outstanding under the prime brokerage facility with BNP Paribas Prime Brokerage International, Ltd. (as assignee of BNP Paribas Prime Brokerage, Inc.), or BNPP. Securities held within Burholme Funding LLC may be rehypothecated from time to time as permitted under Rule 15c-1(a)(1) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, subject to the terms and conditions governing the prime brokerage facility with BNPP (see Note 9).
​
(f)
Security or portion thereof held within Dunlap Funding LLC and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with Deutsche Bank AG, New York Branch (see Note 9).
​
(g)
Security or portion thereof held within Jefferson Square Funding LLC and is pledged as collateral supporting the amounts outstanding under a term loan credit facility with JPMorgan Chase Bank, National Association (see Note 9).
​
(h)
Security or portion thereof held within Germantown Funding LLC and is pledged as collateral supporting the amounts outstanding under the notes issued to Society Hill Funding LLC pursuant to an indenture with Citibank, N.A., as trustee (see Note 9).
​
(i)
The investment is not a qualifying asset under the Investment Company Act of 1940, as amended, or the 1940 Act. A business development company may not acquire any asset other than qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. As of December 31, 2018, 84.3% of the Company’s total assets represented qualifying assets. In addition, as described in Note 9, the Company also calculates its compliance with the qualifying asset test on a “look through” basis by disregarding the value of the Company’s total return swap and treating each loan underlying the total return swap as either a qualifying asset or non-qualifying asset based on whether the obligor is an eligible portfolio company. On this basis, 83.7% of the Company’s total assets represented qualifying assets as of December 31, 2018.
​
(j)
Security is an unfunded commitment. The stated rate reflects the spread disclosed at the time of commitment and may not indicate the actual rate received upon funding.
​
(k)
Security is non-income producing.
​
(l)
Security was on non-accrual status as of December 31, 2018.
​
(m)
Security held within FSIC III Investments, Inc., a wholly-owned subsidiary of the Company.
​
(n)
Security held within IC III Arches Investments, LLC, a wholly-owned subsidiary of the Company.
​
(o)
Security held within IC III Altus Investments, LLC, a wholly-owned subsidiary of the Company.
​
(p)
Security or portion thereof held within Burholme Funding LLC has been rehypothecated under Rule 15c-1(a)(1) of the Exchange Act, subject to the terms and conditions governing the prime brokerage facility with BNPP (see Note 9). As of December 31, 2018, the fair value of securities rehypothecated by BNPP was $114,799.
​
(q)
Investment denominated in Canadian dollars. Cost and fair value are converted into U.S. dollars at an exchange rate of CAD $1.00 to USD $0.73 as of December 31, 2018.
​
(r)
Security is classified as Level 1 or 2 in the Company’s fair value hierarchy (see Note 8).
​
(s)
Position or portion thereof unsettled as of December 31, 2018.
​
(t)
Under the 1940 Act, the Company generally is deemed to be an “affiliated person” of a portfolio company if it owns 5% or more of the portfolio company’s voting securities and generally is deemed to “control” a portfolio company if it owns more than 25% of the portfolio company’s voting securities or it has the power to exercise control over the management or policies of such portfolio company. As of December 31, 2018, the Company held investments in portfolio companies of which it is deemed to be an “affiliated person” but is not deemed to “control.” The following table presents certain financial information with respect to investments in portfolio companies of which the Company was deemed to be an “affiliated person” for the year ended December 31, 2018:
​
Portfolio Company
​ ​
Fair Value at
December 31,
2017
​ ​
Transfers In
or Out
​ ​
Purchases
and Paid-in-
Kind Interest
​ ​
Sales and
Repayments
​ ​
Accretion of
Discount
​ ​
Net Realized
Gain (Loss)
​ ​
Net Change in
Unrealized
Appreciation
(Depreciation)
​ ​
Fair Value at
December 31,
2018
​ ​
Interest
Income
​ ​
PIK
Income
​ ​
Fee
Income
​
Senior Secured Loans—First Lien ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Aspect Software, Inc.
​ ​ ​ $ 5,004 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ (5,004) ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 286 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 6 ​ ​
Aspect Software, Inc.
​ ​ ​ ​ 9,156 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 195 ​ ​ ​ ​ ​ (371) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (1,652) ​ ​ ​ ​ ​ 7,328 ​ ​ ​ ​ ​ 1,144 ​ ​ ​ ​ ​ 195 ​ ​ ​ ​ ​ 293 ​ ​
Aspect Software, Inc.(1)
 ​ ​ ​ ​ (1,822) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,822 ​ ​ ​ ​ ​ (1,822) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,822 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 22 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 4 ​ ​
Aspect Software, Inc.
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 13,195 ​ ​ ​ ​ ​ (157) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (3,297) ​ ​ ​ ​ ​ 9,741 ​ ​ ​ ​ ​ 718 ​ ​ ​ ​ ​ 295 ​ ​ ​ ​ ​ 2 ​ ​
Aspect Software, Inc.
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 280 ​ ​ ​ ​ ​ (283) ​ ​ ​ ​ ​ 1 ​ ​ ​ ​ ​ 2 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 4 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Fairway Group Acquisition Co.
​ ​ ​ ​ 6,159 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 783 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (200) ​ ​ ​ ​ ​ 6,742 ​ ​ ​ ​ ​ 786 ​ ​ ​ ​ ​ 783 ​ ​ ​ ​ ​ — ​ ​
Fairway Group Acquisition Co.
​ ​ ​ ​ 903 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (321) ​ ​ ​ ​ ​ 582 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Fairway Group Acquisition Co.(2)
 ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 473 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 7 ​ ​ ​ ​ ​ 480 ​ ​ ​ ​ ​ 24 ​ ​ ​ ​ ​ 17 ​ ​ ​ ​ ​ 101 ​ ​
Fairway Group Acquisition Co.
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 2,382 ​ ​ ​ ​ ​ (116) ​ ​ ​ ​ ​ 7 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 144 ​ ​ ​ ​ ​ 2,417 ​ ​ ​ ​ ​ 124 ​ ​ ​ ​ ​ 87 ​ ​ ​ ​ ​ — ​ ​
H.M. Dunn Co., Inc.
​ ​ ​ ​ — ​ ​ ​ ​ ​ 9,643 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (3,857) ​ ​ ​ ​ ​ (4,733) ​ ​ ​ ​ ​ 1,053 ​ ​ ​ ​ ​ 279 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Warren Resources, Inc.
​ ​ ​ ​ 18,372 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 76 ​ ​ ​ ​ ​ (11,824) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (448) ​ ​ ​ ​ ​ 6,176 ​ ​ ​ ​ ​ 891 ​ ​ ​ ​ ​ 76 ​ ​ ​ ​ ​ 473 ​ ​
See notes to unaudited consolidated financial statements.
26
TABLE OF CONTENTS
FS Investment Corporation III
Consolidated Schedule of Investments (continued)
As of December 31, 2018
(in thousands, except share amounts)
​
 
Portfolio Company
​ ​
Fair Value at
December 31,
2017
​ ​
Transfers In
or Out
​ ​
Purchases
and Paid-in-
Kind Interest
​ ​
Sales and
Repayments
​ ​
Accretion of
Discount
​ ​
Net Realized
Gain (Loss)
​ ​
Net Change in
Unrealized
Appreciation
(Depreciation)
​ ​
Fair Value at
December 31,
2018
​ ​
Interest
Income
​ ​
PIK
Income
​ ​
Fee
Income
​
Senior Secured Loans—Second Lien ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Fairway Group Acquisition Co.
​ ​ ​ $ 795 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ (795) ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​
Equity/Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Aspect Software Parent, Inc., Common Equity
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (25,711) ​ ​ ​ ​ ​ 25,711 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Fairway Group Holdings Corp., Common Equity
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
HM Dunn Aerosystems, Inc. Preferred Equity, Series A
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
HM Dunn Aerosystems, Inc. Preferred Equity, Series B
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Warren Resources, Inc., Common Equity
​ ​ ​ ​ 1,698 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 649 ​ ​ ​ ​ ​ 2,347 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Total
 ​ ​ ​ $ 40,265 ​ ​ ​ ​ $ 9,643 ​ ​ ​ ​ $ 19,206 ​ ​ ​ ​ $ (19,577) ​ ​ ​ ​ $ 8 ​ ​ ​ ​ $ (29,566) ​ ​ ​ ​ $ 16,887 ​ ​ ​ ​ $ 36,866 ​ ​ ​ ​ $ 4,278 ​ ​ ​ ​ $ 1,453 ​ ​ ​ ​ $ 879 ​ ​
​
​
(1)
Security was an unfunded commitment with an amortized cost of  $1,822 and a fair value of  $0 as of December 31, 2017.
​
(2)
Security includes a partially unfunded commitment with an amortized cost of  $1,028 and a fair value of  $1,028.
​
​
See notes to unaudited consolidated financial statements.
27
TABLE OF CONTENTS​
FS Investment Corporation III
Notes to Unaudited Consolidated Financial Statements
(in thousands, except share and per share amounts)
​
Note 1. Principal Business and Organization
FS Investment Corporation III, or the Company, was incorporated under the general corporation laws of the State of Maryland on June 7, 2013 and formally commenced investment operations on April 2, 2014. The Company is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940, as amended, or the 1940 Act. In addition, the Company has elected to be treated for U.S. federal income tax purposes, and intends to qualify annually, as a regulated investment company, or RIC, as defined under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code. As of September 30, 2019, the Company had various wholly-owned subsidiaries, including special-purpose financing subsidiaries and subsidiaries through which it holds interests in portfolio companies. The unaudited consolidated financial statements include both the Company’s accounts and the accounts of its wholly-owned subsidiaries as of September 30, 2019. All significant intercompany transactions have been eliminated in consolidation. One of the Company’s consolidated subsidiaries is subject to U.S. federal and state income taxes.
The Company’s investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. The Company’s portfolio is comprised primarily of investments in senior secured loans and second lien secured loans of private middle market U.S. companies and, to a lesser extent, subordinated loans of private U.S. companies. In addition, a portion of the Company’s portfolio may be comprised of equity and equity-related securities, corporate bonds, structured products, other debt securities and derivatives, including total return swaps and credit default swaps.
The Company is externally managed by FS/KKR Advisor, LLC, or the Advisor, pursuant to an investment advisory and administrative services agreement, dated as of April 9, 2018, or the investment advisory and administrative services agreement. On April 9, 2018, GSO / Blackstone Debt Funds Management LLC, or GDFM, resigned as the investment sub-adviser to the Company and terminated the investment sub-advisory agreement, or the investment sub-advisory agreement, between FSIC III Advisor,  LLC, or FSIC III Advisor, and GDFM, effective April 9, 2018. In connection with GDFM’s resignation as the investment sub-adviser to the Company, on April 9, 2018, the Company entered into the investment advisory and administrative services agreement, which replaced an amended and restated investment advisory and administrative services agreement, dated August 6, 2014, or the FSIC III Advisor investment advisory and administrative services agreement, by and between the Company and FSIC III Advisor.
On May 31, 2019, the Company entered into an Agreement and Plan of Merger, or the Merger Agreement, with Corporate Capital Trust II, a Delaware statutory trust, or CCT II, FS Investment Corporation II, a Maryland corporation, or FSIC II, FS Investment Corporation IV, a Maryland corporation, or FSIC IV and, collectively with the Company, FSIC II and CCT II, the Funds, NT Acquisition 1, Inc., a Maryland corporation and wholly-owned subsidiary of FSIC II or Merger Sub 1, NT Acquisition 2, Inc., a Delaware corporation and wholly-owned subsidiary of FSIC II, or Merger Sub 2, NT Acquisition 3, Inc., a Maryland corporation and wholly-owned subsidiary of FSIC II, or Merger Sub 3, and the Advisor. The Merger Agreement provides that, subject to the conditions set forth in the Merger Agreement, (i) Merger Sub 1 will merge with and into the Company, with the Company continuing as the surviving company and as a wholly-owned subsidiary of FSIC II, or Merger 1A, and, immediately thereafter, the Company will merge with and into FSIC II, with FSIC II continuing as the surviving company or, together with Merger 1A, Merger 1, (ii) Merger Sub 2 will merge with and into CCT II, with CCT II continuing as the surviving company and as a wholly-owned subsidiary of FSIC II, or Merger 2A, and, immediately thereafter, CCT II will merge with and into FSIC II, with FSIC II continuing as the surviving company or, together with the Merger 2A, Merger 2, and (iii) Merger Sub 3 will merge with and into FSIC IV, with FSIC IV continuing as the surviving company and as a wholly-owned subsidiary of FSIC II, or Merger 3A, and, immediately thereafter, FSIC IV will merge with and into FSIC II, with FSIC II continuing as the surviving company or, together with the Merger 3A, Merger 3 and, collectively with Merger 1 and Merger 2, the Mergers. See Note 12 for additional information.
28
TABLE OF CONTENTS
FS Investment Corporation III
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
​
 
Note 2. Summary of Significant Accounting Policies
Basis of Presentation: The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For a more complete discussion of significant accounting policies and certain other information, the Company’s interim unaudited consolidated financial statements should be read in conjunction with its audited consolidated financial statements as of and for the year ended December 31, 2018 included in the Company’s annual report on Form 10-K for the year ended December 31, 2018. Operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. The December 31, 2018 consolidated balance sheet and consolidated schedule of investments are derived from the Company’s audited consolidated financial statements as of and for the year ended December 31, 2018. The Company is considered an investment company under GAAP and follows the accounting and reporting guidance applicable to investment companies under Accounting Standards Codification, or ASC, Topic 946, Financial Services—Investment Companies.
Use of Estimates: The preparation of the unaudited consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Capital Gains Incentive Fee: Pursuant to the terms of the investment advisory and administrative services agreement, the incentive fee on capital gains is determined and payable in arrears as of the end of each calendar year (or upon termination of the investment advisory and administrative services agreement). This fee equals 20.0% of the Company’s incentive fee capital gains, which equals the Company’s realized capital gains on a cumulative basis from inception, calculated as of the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any capital gain incentive fees previously paid by the Company. On a quarterly basis, the Company accrues for the capital gains incentive fee by calculating such fees as if it were due and payable as of the end of such period. The Company includes unrealized gains in the calculation of the capital gains incentive fee expense and related accrued capital gains incentive fee. This accrual reflects the incentive fees that would be payable to the Advisor if the Company’s entire portfolio was liquidated at its fair value as of the balance sheet date even though the Advisor is not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized.
The Company “looks through” its total return swap, or TRS, between its wholly-owned financing subsidiary Center City Funding LLC, or Center City Funding, and Citibank, N.A., or Citibank, in calculating the capital gains incentive fee. Under this methodology, the portion of the net settlement payments received by the Company pursuant to the TRS which would have represented net investment income to the Company had the Company held the loans underlying the TRS directly is treated as net investment income subject to the subordinated incentive fee on income payable to the Advisor pursuant to the investment advisory and administrative services agreement, rather than as realized capital gains in accordance with GAAP, and any unrealized depreciation on individual loans underlying the TRS further reduces the capital gains incentive fee payable to the Advisor with respect to realized gains. See Note 9 for additional information regarding the Company’s TRS.
29
TABLE OF CONTENTS
FS Investment Corporation III
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
​
 
Note 2. Summary of Significant Accounting Policies (continued)
 
Subordinated Income Incentive Fee: Pursuant to the terms of the investment advisory and administrative services agreement, the Advisor may also be entitled to receive a subordinated incentive fee on income. The subordinated incentive fee on income under the investment advisory and administrative services agreement, which is calculated and payable quarterly in arrears, equals 20.0% of the Company’s “pre-incentive fee net investment income” for the immediately preceding quarter and is subject to a hurdle rate, expressed as a rate of return on adjusted capital equal to 1.75% per quarter (1.875% under the FSIC III Advisor investment advisory and administrative services agreement), or an annualized hurdle rate of 7.0% (7.5% under the FSIC III Advisor investment advisory and administrative services agreement). For purposes of this fee, “adjusted capital” means cumulative gross proceeds generated from sales of the Company’s common stock (including proceeds from its distribution reinvestment plan) reduced for distributions paid to stockholders from proceeds of non-liquidating dispositions of the Company’s investments and amounts paid for share repurchases pursuant to the Company’s share repurchase program. As a result, the Advisor will not earn this incentive fee for any quarter until the Company’s pre-incentive fee net investment income for such quarter exceeds the hurdle rate of 1.75% (1.875% under the FSIC III Advisor investment advisory and administrative services agreement). Once the Company’s pre-incentive fee net investment income in any quarter exceeds the hurdle rate, the Advisor will be entitled to a “catch-up” fee equal to the amount of the pre-incentive fee net investment income in excess of the hurdle rate, until the Company’s pre-incentive fee net investment income for such quarter equals 2.1875%, or 8.75% annually (2.34375%, or 9.375% annually under the FSIC III Advisor investment advisory and administrative services agreement), of the Company’s adjusted capital. Thereafter, the Advisor will be entitled to receive 20.0% of pre-incentive fee net investment income.
Reclassifications: Certain amounts in the unaudited consolidated financial statements as of and for the three and nine months ended September 30, 2018 and the audited consolidated financial statements as of and for the year ended December 31, 2018 may have been reclassified to conform to the classifications used to prepare the unaudited consolidated financial statements as of and for the three and nine months ended September 30, 2019.
Revenue Recognition: Security transactions are accounted for on the trade date. The Company records interest income on an accrual basis to the extent that it expects to collect such amounts. The Company records dividend income on the ex-dividend date. Distributions received from limited liability company (“LLC”) and limited partnership (“LP”) investments are evaluated to determine if the distribution should be recorded as dividend income or a return of capital. The Company does not accrue as a receivable interest or dividends on loans and securities if it has reason to doubt its ability to collect such income. The Company’s policy is to place investments on non-accrual status when there is reasonable doubt that interest income will be collected. The Company considers many factors relevant to an investment when placing it on or removing it from non-accrual status including, but not limited to, the delinquency status of the investment, economic and business conditions, the overall financial condition of the underlying investment, the value of the underlying collateral, bankruptcy status, if any, and any other facts or circumstances relevant to the investment. If there is reasonable doubt that the Company will receive any previously accrued interest, then the interest income will be written-off. Payments received on non-accrual investments may be recognized as income or applied to principal depending upon the collectability of the remaining principal and interest. Non-accrual investments may be restored to accrual status when principal and interest become current and are likely to remain current based on the Company’s judgment.
Loan origination fees, original issue discount and market discount are capitalized and the Company amortizes such amounts as interest income over the respective term of the loan or security. Upon the prepayment of a loan or security, any unamortized loan origination fees and original issue discount are
30
TABLE OF CONTENTS
FS Investment Corporation III
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
​
 
Note 2. Summary of Significant Accounting Policies (continued)
 
recorded as interest income. Structuring and other non-recurring upfront fees are recorded as fee income when earned. For the nine months ended September 30, 2019, the Company recognized $8,367 in structuring fee revenue. The Company records prepayment premiums on loans and securities as fee income when it receives such amounts.
Derivative Instruments: The Company recognizes all derivative instruments as assets or liabilities at fair value in its consolidated financial statements. Derivative contracts entered into by the Company are not designated as hedging instruments, and as a result, the Company presents changes in fair value through net change in unrealized appreciation (depreciation) on derivative instruments in the consolidated statements of operations. Realized gains and losses that occur upon the cash settlement of the derivative instruments are included in net realized gains (losses) on derivative instruments in the condensed consolidated statements of operations. As of September 30, 2019, the Company’s derivative instruments included interest rate swaps.
Recent Accounting Pronouncements: In August 2018, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820)—Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, or ASU 2018-13. ASU 2018-13 introduces new fair value disclosure requirements and eliminates and modifies certain existing fair value disclosure requirements. ASU 2018-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company is currently evaluating the impact of ASU 2018-13 on its financial statements.
Note 3. Share Transactions
Below is a summary of transactions with respect to shares of the Company’s common stock during the nine months ended September 30, 2019 and 2018:
​ ​ ​
Nine Months Ended September 30,
​
​ ​ ​
2019
​ ​
2018
​
​ ​ ​
Shares
​ ​
Amount
​ ​
Shares
​ ​
Amount
​
Reinvestment of Distributions
 ​ ​ ​ ​ 8,354,855 ​ ​ ​ ​ $ 64,344 ​ ​ ​ ​ ​ 8,610,947 ​ ​ ​ ​ $ 70,953 ​ ​
Share Repurchase Program
 ​ ​ ​ ​ (5,722,223) ​ ​ ​ ​ ​ (44,347) ​ ​ ​ ​ ​ (8,816,922) ​ ​ ​ ​ ​ (72,893) ​ ​
Net Proceeds from Share Transactions
 ​ ​ ​ ​ 2,632,632 ​ ​ ​ ​ $ 19,997 ​ ​ ​ ​ ​ (205,975) ​ ​ ​ ​ $ (1,940) ​ ​
During the period from October 1, 2019 to November 8, 2019, the Company issued 935,509 shares of common stock pursuant to its distribution reinvestment plan, or DRP, for gross proceeds of  $7,064 and at an average price per share of  $7.55. For additional information regarding the terms of the DRP, see Note 5.
Share Repurchase Program
Historically, the Company has conducted quarterly tender offers pursuant to its share repurchase program. The Company’s board of directors considers the following factors, among others, in making its determination regarding whether to cause the Company to offer to repurchase shares of common stock and under what terms:
•
the effect of such repurchases on the Company’s qualification as a RIC (including the consequences of any necessary asset sales);
​
•
the liquidity of the Company’s assets (including fees and costs associated with disposing of assets);
​
•
the Company’s investment plans and working capital requirements;
​
​
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FS Investment Corporation III
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
​
 
Note 3. Share Transactions (continued)
 
•
the relative economies of scale with respect to the Company’s size;
​
•
the Company’s history in repurchasing shares of common stock or portions thereof; and
​
•
the condition of the securities markets.
​
Historically, the Company limited the number of shares of common stock to be repurchased during any calendar year to the lesser of  (i) the number of shares of common stock that the Company could repurchase with the proceeds it received from the issuance of shares of common stock under the DRP and (ii) 10% of the weighted average number of shares of common stock outstanding in the prior calendar year, or 2.5% in each calendar quarter. On May 10, 2017, the board of directors of the Company amended the share repurchase program. As amended, the Company limits the maximum number of shares of common stock to be repurchased for any repurchase offer to the greater of  (A) the number of shares of common stock that the Company can repurchase with the proceeds it has received from the sale of shares of common stock under the DRP during the twelve-month period ending on the date the applicable repurchase offer expires (less the amount of proceeds used to repurchase shares of common stock on each previous repurchase date for repurchase offers conducted during such twelve-month period) (the Company refers to this limitation as the twelve-month repurchase limitation) and (B) the number of shares of common stock that the Company can repurchase with the proceeds it received from the sale of shares of common stock under the DRP during the three-month period ending on the date the applicable repurchase offer expires (the Company refers to this limitation as the three-month repurchase limitation). In addition to this limitation, the maximum number of shares of common stock to be repurchased for any repurchase offer will also be limited to 10% of the weighted average number of shares of common stock outstanding in the prior calendar year, or 2.5% in each calendar quarter. As a result, the maximum number of shares of common stock to be repurchased for any repurchase offer will not exceed the lesser of  (i) 10% of the weighted average number of shares of common stock outstanding in the prior calendar year, or 2.5% in each calendar quarter, and (ii) whichever is greater of the twelve-month repurchase limitation described in clause (A) above and the three-month repurchase limitation described in clause (B) above. At the discretion of the Company’s board of directors, the Company may also use cash on hand, cash available from borrowings and cash from the liquidation of securities investments as of the end of the applicable period to repurchase shares of common stock. The actual number of shares of common stock that the Company offers to repurchase may be less in light of the limitations noted above. The Company’s board of directors may amend, suspend or terminate the share repurchase program at any time upon 30 days’ notice.
On October 13, 2017, the Company further amended the terms of its share repurchase program, or the amended share repurchase program, which was first effective for the Company’s quarterly repurchase offer for the fourth quarter of 2017. Prior to amending the share repurchase program, the Company offered to repurchase shares of its common stock on a quarterly basis at a repurchase price equal to the institutional offering price in effect on each date of repurchase. Under the amended share repurchase program, the Company offers to repurchase shares of common stock at a price equal to the price at which shares of its common stock are issued pursuant to the DRP on the distribution date coinciding with the applicable share repurchase date. The price at which shares of common stock are issued under the DRP is determined by the Company’s board of directors or a committee thereof, in its sole discretion, and will be (i) not less than the net asset value per share of the Company’s common stock as determined in good faith by the Company’s board of directors or a committee thereof, in its sole discretion, immediately prior to the payment date of the distribution and (ii) not more than 2.5% greater than the net asset value per share as of such date.
In conjunction with the announced Merger Agreement, the Company’s board of directors suspended the Company’s share repurchase program.
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FS Investment Corporation III
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
​
 
Note 3. Share Transactions (continued)
 
The following table provides information concerning the Company’s repurchases of shares of its common stock pursuant to its share repurchase program during the nine months ended September 30, 2019 and 2018:
For the Three Months Ended
​ ​
Repurchase Date
​ ​
Shares
Repurchased
​ ​
Percentage
of Shares
Tendered
That Were
Repurchased
​ ​
Percentage of
Outstanding
Shares
Repurchased
as of the
Repurchase
Date
​ ​
Repurchase
Price Per
Share
​ ​
Aggregate
Consideration
for
Repurchased
Shares
​
Fiscal 2018 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
December 31, 2017
 ​ ​
January 10, 2018
​ ​ ​ ​ 2,986,249 ​ ​ ​ ​ ​ 40% ​ ​ ​ ​ ​ 1.03% ​ ​ ​ ​ $ 8.35 ​ ​ ​ ​ $ 24,935 ​ ​
March 31, 2018
 ​ ​
April 2, 2018
​ ​ ​ ​ 2,943,198 ​ ​ ​ ​ ​ 28% ​ ​ ​ ​ ​ 1.01% ​ ​ ​ ​ $ 8.25 ​ ​ ​ ​ ​ 24,281 ​ ​
June 30, 2018
 ​ ​
July 2, 2018
​ ​ ​ ​ 2,887,475 ​ ​ ​ ​ ​ 19% ​ ​ ​ ​ ​ 0.99% ​ ​ ​ ​ $ 8.20 ​ ​ ​ ​ ​ 23,677 ​ ​
Total
​ ​ ​ ​ ​ ​ ​ 8,816,922 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 72,893 ​ ​
Fiscal 2019 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
December 31, 2018
 ​ ​
January 2, 2019
​ ​ ​ ​ 2,899,470 ​ ​ ​ ​ ​ 16% ​ ​ ​ ​ ​ 1.00% ​ ​ ​ ​ $ 7.75 ​ ​ ​ ​ $ 22,471 ​ ​
March 31, 2019
 ​ ​
April 1, 2019
​ ​ ​ ​ 2,822,753 ​ ​ ​ ​ ​ 13% ​ ​ ​ ​ ​ 0.97% ​ ​ ​ ​ $ 7.75 ​ ​ ​ ​ ​ 21,876 ​ ​
June 30, 2019(1)
 ​ ​
—
 ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Total
​ ​ ​ ​ ​ ​ ​ 5,722,223 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 44,347 ​ ​
​
(1)
The Company suspended its share repurchase program effective May 31, 2019.
​
Note 4. Related Party Transactions
Compensation of the Investment Adviser and Dealer Manager
Pursuant to the investment advisory and administrative services agreement, the Advisor is entitled to a base management fee calculated at an annual rate of 1.50% of the average weekly value of the Company’s gross assets (gross assets equal the total assets of the Company as set forth on the Company’s consolidated balance sheets) and an incentive fee based on the Company’s performance. The base management fee is payable quarterly in arrears. All or any part of the base management fee not taken as to any quarter will be deferred without interest, and may be taken in such other quarter as the Advisor determines. See Note 2 for a discussion of the capital gains and subordinated income incentive fees that the Advisor may be entitled to under the investment advisory and administrative services agreement.
Pursuant to the FSIC III Advisor investment advisory and administrative services agreement, which was in effect until April 9, 2018, FSIC III Advisor was entitled to an annual base management fee equal to 2.0% of the average weekly value of the Company’s gross assets (gross assets equal the total assets of the Company as set forth on the Company’s consolidated balance sheets) and an incentive fee based on the Company’s performance. Effective February 3, 2017, FSIC III Advisor contractually had agreed to permanently waive 0.25% of the base management fee to which it was entitled under the FSIC III Advisor investment advisory and administrative services agreement, so that the fee received equaled 1.75% of the average weekly value of the Company’s gross assets. Pursuant to the investment sub-advisory agreement, GDFM was entitled to receive 50% of all management and incentive fees payable to FSIC III Advisor under the FSIC III Advisor investment advisory and administrative services agreement with respect to each year.
Pursuant to the investment advisory and administrative services agreement, the Advisor oversees the Company’s day-to-day operations, including the provision of general ledger accounting, fund accounting, legal services, investor relations, certain government and regulatory affairs activities and other
33
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FS Investment Corporation III
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
​
 
Note 4. Related Party Transactions (continued)
 
administrative services. The Advisor also performs, or oversees the performance of, the Company’s corporate operations and required administrative services, which includes being responsible for the financial records that the Company is required to maintain and preparing reports for the Company’s stockholders and reports filed with the U.S. Securities and Exchange Commission, or the SEC. In addition, the Advisor assists the Company in calculating its net asset value, overseeing the preparation and filing of tax returns and the printing and dissemination of reports to the Company’s stockholders, and generally overseeing the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others.
Pursuant to the investment advisory and administrative services agreement, the Company reimburses the Advisor for expenses necessary to perform services related to its administration and operations, including the Advisor’s allocable portion of the compensation and related expenses of certain personnel of Franklin Square Holdings, L.P., which does business as FS Investments, or FS Investments, and KKR Credit Advisors (US), LLC, or KKR Credit, providing administrative services to the Company on behalf of the Advisor. The Company reimburses the Advisor no less than monthly for expenses necessary to perform services related to the Company’s administration and operations. The amount of this reimbursement is set at the lesser of  (1) the Advisor’s actual costs incurred in providing such services and (2) the amount that the Company estimates it would be required to pay alternative service providers for comparable services in the same geographic location. The Advisor allocates the cost of such services to the Company based on factors such as total assets, revenues, time allocations and/or other reasonable metrics. The Company’s board of directors reviews the methodology employed in determining how the expenses are allocated to the Company and the proposed allocation of administrative expenses among the Company and certain affiliates of the Advisor. The Company’s board of directors then assesses the reasonableness of such reimbursements for expenses allocated to it based on the breadth, depth and quality of such services as compared to the estimated cost to the Company of obtaining similar services from third-party service providers known to be available. In addition, the Company’s board of directors considers whether any single third-party service provider would be capable of providing all such services at comparable cost and quality. Finally, the Company’s board of directors compares the total amount paid to the Advisor for such services as a percentage of the Company’s net assets to the same ratio as reported by other comparable BDCs. The administrative services provisions of the FSIC III Advisor investment advisory and administrative services agreement were substantially similar to the administrative services provisions of the investment advisory and administrative services agreement.
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FS Investment Corporation III
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
​
 
Note 4. Related Party Transactions (continued)
 
The following table describes the fees and expenses the Company accrued under the FSIC III Advisor investment advisory and administrative services agreement and the investment advisory and administrative services agreement, as applicable, during the three and nine months ended September 30, 2019 and 2018:
​ ​ ​ ​ ​ ​ ​ ​ ​
Three Months Ended
September 30,
​ ​
Nine Months Ended
September 30,
​
Related Party
​ ​
Source Agreement
​ ​
Description
​ ​
2019
​ ​
2018
​ ​
2019
​ ​
2018
​
The Advisor and FSIC III Advisor
 ​ ​ FS/KKR Advisor Investment Advisory
and Administrative Services Agreement
and FSIC III Advisor Investment
Advisory and Administrative Services
Agreement 		​ ​ Base Management Fee(1) ​ ​ ​ $ 14,166 ​ ​ ​ ​ $ 13,724 ​ ​ ​ ​ $ 43,201 ​ ​ ​ ​ $ 44,654 ​ ​
The Advisor and FSIC III Advisor
 ​ ​ FS/KKR Advisor Investment Advisory
and Administrative Services Agreement
and FSIC III Advisor Investment
Advisory and Administrative Services
Agreement 		​ ​ Subordinated Incentive Fee on Income(2) ​ ​ ​ $ 5,835 ​ ​ ​ ​ $ 12,827 ​ ​ ​ ​ $ 29,644 ​ ​ ​ ​ $ 25,631 ​ ​
The Advisor and FSIC III Advisor
 ​ ​ FS/KKR Advisor Investment Advisory
and Administrative Services Agreement
and FSIC III Advisor Investment
Advisory and Administrative Services
Agreement 		​ ​ Administrative
Services Expenses(3)		 ​ ​ ​ $ 1,325 ​ ​ ​ ​ $ 919 ​ ​ ​ ​ $ 2,522 ​ ​ ​ ​ $ 2,435 ​ ​
​
(1)
FSIC III Advisor contractually agreed, effective February 3, 2017, to permanently waive 0.25% of its base management fee to which it was entitled under the FSIC III Advisor investment advisory and administrative services agreement, so that the fee received equaled 1.75% of the average value of the Company’s weekly gross assets. As a result, the amount shown for the nine months ended September 30, 2018 is net of waivers of  $2,594. During the nine months ended September 30, 2019 and 2018, $42,335 and $47,945, respectively, in base management fees were paid to the Advisor and/or FSIC III Advisor. As of September 30, 2019, $14,166 in base management fees were payable to the Advisor.
​
(2)
During the nine months ended September 30, 2019 and 2018, $33,334 and $27,291, respectively, of subordinated incentive fees on income were paid to the Advisor and/or FSIC III Advisor. As of September 30, 2019, a subordinated incentive fee on income of  $5,835 was payable to the Advisor.
​
(3)
During the nine months ended September 30, 2019 and 2018, $1,947 and $2,047, respectively, of the accrued administrative services expenses related to the allocation of costs of administrative personnel for services rendered to the Company by FSIC III Advisor and the Advisor and the remainder related to other reimbursable expenses, including reimbursement of fees related to transactional expenses for prospective investments, such as fees and expenses associated with performing due diligence reviews of investments that do not close, often referred to as “broken deal” costs. Broken deal costs were $244 for the nine months ended September 30, 2019. The Company paid $1,626 and $1,858 in administrative services expenses to FSIC III Advisor and the Advisor during the nine months ended September 30, 2019 and 2018, respectively.
​
Potential Conflicts of Interest
The members of the senior management and investment teams of the Advisor serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as the Company does, or of investment vehicles managed by the same personnel. For example, the Advisor is the investment adviser to FS KKR Capital Corp., FS Investment Corporation II, FS Investment Corporation IV and Corporate Capital Trust II, and the officers, managers and other personnel of the Advisor may serve in similar or other capacities for the investment advisers to future investment vehicles affiliated with FS Investments or KKR Credit. In serving in these multiple and other capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in the Company’s best interests or in the best interest of the Company’s stockholders. The Company’s investment objectives may overlap with the investment objectives of such investment funds, accounts or other investment vehicles. For additional information regarding potential conflicts of interest, see the Company’s annual report on Form 10-K for the year ended December 31, 2018.
35
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FS Investment Corporation III
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
​
 
Note 4. Related Party Transactions (continued)
 
Exemptive Relief
As a BDC, the Company is subject to certain regulatory restrictions in making its investments. For example, BDCs generally are not permitted to co-invest with certain affiliated entities in transactions originated by the BDC or its affiliates in the absence of an exemptive order from the SEC. However, BDCs are permitted to, and may, simultaneously co-invest in transactions where price is the only negotiated term.
In an order dated June 4, 2013, or the FS Order, the SEC granted exemptive relief permitting the Company, subject to the satisfaction of certain conditions, to co-invest in certain privately negotiated investment transactions with certain affiliates of FSIC III Advisor, including FS Energy and Power Fund, FS KKR Capital Corp., FS Investment Corporation II, FS Investment Corporation IV and any future BDCs that are advised by FSIC III Advisor or its affiliated investment advisers. However, in connection with the investment advisory relationship with the Advisor, and in an effort to mitigate potential future conflicts of interest, the Company’s board of directors authorized and directed that the Company (i) withdraw from the FS Order, except with respect to any transaction in which the Company participated in reliance on the FS Order prior to April 9, 2018, and (ii) rely on an exemptive relief order, dated April 3, 2018, that permits the Company, subject to the satisfaction of certain conditions, to co-invest in certain privately negotiated investment transactions, including investments originated and directly negotiated by the Advisor or KKR Credit, with certain affiliates of the Advisor.
Note 5. Distributions
The following table reflects the cash distributions per share that the Company declared and paid on its common stock during the nine months ended September 30, 2019 and 2018:
​ ​ ​
Distribution
​
For the Three Months Ended
​ ​
Per Share
​ ​
Amount
​
Fiscal 2018 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
March 31, 2018
 ​ ​ ​ $ 0.17499 ​ ​ ​ ​ $ 50,490 ​ ​
June 30, 2018
 ​ ​ ​ ​ 0.17499 ​ ​ ​ ​ ​ 50,489 ​ ​
September 30, 2018
 ​ ​ ​ ​ 0.17499 ​ ​ ​ ​ ​ 50,481 ​ ​
Total
 ​ ​ ​ $ 0.52497 ​ ​ ​ ​ $ 151,460 ​ ​
Fiscal 2019 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
March 31, 2019
 ​ ​ ​ $ 0.17499 ​ ​ ​ ​ $ 50,467 ​ ​
June 30, 2019
 ​ ​ ​ ​ 0.17499 ​ ​ ​ ​ ​ 50,463 ​ ​
September 30, 2019
 ​ ​ ​ ​ 0.17499 ​ ​ ​ ​ ​ 50,946 ​ ​
Total
 ​ ​ ​ $ 0.52497 ​ ​ ​ ​ $ 151,876 ​ ​
The Company intends to declare regular cash distributions on a quarterly basis and pay such distributions on a monthly basis. On October 11, 2019, the Company’s board of directors declared a regular monthly cash distribution for October 2019 in the amount of  $0.058331 per share. These distributions have been or will be paid monthly to stockholders of record as of monthly record dates previously determined by the Company’s board of directors. The timing and amount of any future distributions to stockholders are subject to applicable legal restrictions and the sole discretion of the Company’s board of directors.
The Company has adopted an “opt in” distribution reinvestment plan for its stockholders. As a result, if the Company makes a cash distribution, its stockholders will receive the distribution in cash unless they specifically “opt in” to the DRP so as to have their cash distributions reinvested in additional shares of the Company’s common stock. However, certain state authorities or regulators may impose restrictions from time to time that may prevent or limit a stockholder’s ability to participate in the DRP.
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TABLE OF CONTENTS
FS Investment Corporation III
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
​
 
Note 5. Distributions (continued)
 
On October 13, 2017, the Company amended and restated its DRP, or the amended DRP, which first applied to the reinvestment of cash distributions paid on or after November 29, 2017. Under the original DRP, cash distributions to participating stockholders were reinvested in additional shares of the Company’s common stock at a purchase price equal to the institutional offering price in effect on the date of issuance. Under the amended DRP, cash distributions to participating stockholders will be reinvested in additional shares of the Company’s common stock at a purchase price determined by the Company’s board of directors or a committee thereof, in its sole discretion, that is (i) not less than the net asset value per share of the Company’s common stock as determined in good faith by the Company’s board of directors or a committee thereof, in its sole discretion, immediately prior to the payment of the distribution and (ii) not more than 2.5% greater than the net asset value per share of the Company’s common stock as of such date. Although distributions paid in the form of additional shares of common stock will generally be subject to U.S. federal, state and local taxes in the same manner as cash distributions, stockholders who elect to participate in the DRP will not receive any corresponding cash distributions with which to pay any such applicable taxes. Stockholders receiving distributions in the form of additional shares of common stock will be treated as receiving a distribution in the amount of the fair market value of the Company’s shares of common stock.
The Company has suspended the DRP with respect to any distributions with a record date between December 1, 2019 and the closing of the Mergers.
The Company may fund its cash distributions to stockholders from any sources of funds legally available to it, including proceeds from the sale of the Company’s common stock, 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 the Company on account of preferred and common equity investments in portfolio companies. The Company has not established limits on the amount of funds it may use from available sources to make distributions. During certain periods, the Company’s distributions may exceed its earnings. As a result, it is possible that a portion of the distributions the Company makes may represent a return of capital. A return of capital generally is a return of a stockholder’s investment rather than a return of earnings or gains derived from the Company’s investment activities. Each year a statement on Form 1099-DIV identifying the sources of the distributions (i.e., paid from ordinary income, paid from net capital gains on the sale of securities, and/or a return of capital, which is a nontaxable distribution) will be mailed to the Company’s stockholders. There can be no assurance that the Company will be able to pay distributions at a specific rate or at all. No portion of the distributions paid during the nine months ended September 30, 2019 and 2018 was funded through the reimbursement of operating expenses by FS Investments.
The following table reflects the sources of the cash distributions on a tax basis that the Company paid on its common stock during the nine months ended September 30, 2019 and 2018:
​ ​ ​
Nine Months Ended September 30,
​
​ ​ ​
2019
​ ​
2018
​
Source of Distribution
​ ​
Distribution
Amount
​ ​
Percentage
​ ​
Distribution
Amount
​ ​
Percentage
​
Offering proceeds
 ​ ​ ​ $ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ — ​ ​ ​ ​ ​ — ​ ​
Borrowings ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Net investment income(1)
 ​ ​ ​ ​ 151,876 ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ ​ 151,460 ​ ​ ​ ​ ​ 100% ​ ​
Short-term capital gains proceeds from the sale of assets
 ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Long-term capital gains proceeds from the sale of assets
 ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Non-capital gains proceeds from the sale of assets
 ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Distributions on account of preferred and common equity
 ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Total ​ ​ ​ $ 151,876 ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ $ 151,460 ​ ​ ​ ​ ​ 100% ​ ​
​
37
TABLE OF CONTENTS
FS Investment Corporation III
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
​
 
Note 5. Distributions (continued)
 
​
(1)
During the nine months ended September 30, 2019 and 2018, 91.3% and 89.9%, respectively, of the Company’s gross investment income was attributable to cash income earned, 2.3% and 1.1%, respectively, was attributable to non-cash accretion of discount and 6.4% and 9.0%, respectively, was attributable to PIK interest.
​
The Company’s net investment income on a tax basis for the nine months ended September 30, 2019 and 2018 was $148,862 and $147,127, respectively. As of September 30, 2019 and December 31, 2018, the Company had $0 and $2,186, respectively, of undistributed net investment income and $167,040 and $96,421, respectively, of accumulated capital losses on a tax basis.
The difference between the Company’s GAAP-basis net investment income and its tax-basis net investment income is primarily due to the reclassification of unamortized original issue discount and prepayment fees recognized upon prepayment of loans from income for GAAP purposes to realized gains for tax purposes, the impact of consolidating certain subsidiaries for purposes of computing GAAP-basis net investment income but not for purposes of computing tax-basis net investment income and income recognized for tax purposes on certain transactions but not recognized for GAAP purposes and the inclusion of a portion of the periodic net settlement payments due on the TRS in tax-basis net investment income and the accretion of discount on the TRS.
The following table sets forth a reconciliation between GAAP-basis net investment income and tax-basis net investment income during the nine months ended September 30, 2019 and 2018:
​ ​ ​
Nine Months Ended September 30,
​
​ ​ ​
2019
​ ​
2018
​
GAAP-basis net investment income
 ​ ​ ​ $ 140,828 ​ ​ ​ ​ $ 138,817 ​ ​
Reclassification of unamortized original issue discount and prepayment fees
 ​ ​ ​ ​ (4,343) ​ ​ ​ ​ ​ (7,315) ​ ​
Tax-basis net investment income portion of total return swap payments
 ​ ​ ​ ​ 6,223 ​ ​ ​ ​ ​ 12,615 ​ ​
Accretion of discount on total return swap
 ​ ​ ​ ​ 340 ​ ​ ​ ​ ​ 1,124 ​ ​
Other miscellaneous differences
 ​ ​ ​ ​ 5,814 ​ ​ ​ ​ ​ 1,886 ​ ​
Tax-basis net investment income
 ​ ​ ​ $ 148,862 ​ ​ ​ ​ $ 147,127 ​ ​
The determination of the tax attributes of the Company’s distributions is made annually as of the end of the Company’s fiscal year based upon the Company’s taxable income for the full year and distributions paid for the full year. Therefore, a determination made on a quarterly basis may not be representative of the actual tax attributes of the Company’s distributions for a full year. The actual tax characteristics of distributions to stockholders are reported to stockholders annually on Form 1099-DIV.
As of September 30, 2019 and December 31, 2018, the components of accumulated earnings on a tax basis were as follows:
​ ​ ​
September 30, 2019
(Unaudited)
​ ​
December 31, 2018
​
Distributable ordinary income
 ​ ​ ​ $ — ​ ​ ​ ​ $ 2,186 ​ ​
Accumulated capital losses(1)
 ​ ​ ​ ​ (167,040) ​ ​ ​ ​ ​ (96,421) ​ ​
Other temporary differences
 ​ ​ ​ ​ (160) ​ ​ ​ ​ ​ (172) ​ ​
Net unrealized appreciation (depreciation) on investments, total return
swap and interest rate swaps and gain/loss on foreign currency(2)
 ​ ​ ​ ​ (203,638) ​ ​ ​ ​ ​ (225,429) ​ ​
Total ​ ​ ​ $ (370,838) ​ ​ ​ ​ $ (319,836) ​ ​
​
(1)
Net capital losses may be carried forward indefinitely, and their character is retained as short-term or long-term losses. As of September 30, 2019, the Company had short-term and long-term capital loss carryforwards available to offset future realized capital gains of  $8,370 and $158,670, respectively.
​
​
38
TABLE OF CONTENTS
FS Investment Corporation III
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
​
 
Note 5. Distributions (continued)
 
(2)
As of September 30, 2019 and December 31, 2018, the gross unrealized appreciation on the Company’s investments, total return swap and interest rate swaps and gain on foreign currency was $187,937 and $129,945, respectively, and the gross unrealized depreciation on the Company’s investments, total return swap and interest rate swaps and loss on foreign currency was $391,575 and $355,374, respectively.
​
The aggregate cost of the Company’s investments for U.S. federal income tax purposes totaled $3,883,354 and $3,812,210 as of September 30, 2019 and December 31, 2018, respectively. The aggregate net unrealized appreciation (depreciation) on investments on a tax basis was $(203,638) and $(225,429) as of September 30, 2019 and December 31, 2018, respectively.
As of September 30, 2019, the Company had a deferred tax asset of  $899 comprised of the Company’s wholly-owned taxable subsidiary’s unrealized depreciation on investments, net operating loss carryforward and capital loss carryforward. As of September 30, 2019, the wholly-owned taxable subsidiary anticipated that it would be unable to fully utilize the components of the deferred tax assets, therefore, the deferred tax assets were offset by valuation allowance of  $899, respectively. For the nine months ended September 30, 2019, the Company did not record a provision for taxes related to its wholly-owned taxable subsidiary.
Note 6. Investment Portfolio
The following table summarizes the composition of the Company’s investment portfolio at cost and fair value as of September 30, 2019 and December 31, 2018:
​ ​ ​
September 30, 2019
(Unaudited)
​ ​
December 31, 2018
​
​ ​ ​
Amortized
Cost(1)
 ​ ​
Fair Value
​ ​
Percentage
of Portfolio
​ ​
Amortized
Cost(1)
 ​ ​
Fair Value
 ​ ​
Percentage
of Portfolio
​
Senior Secured Loans—First Lien
 ​ ​ ​ $ 2,667,678 ​ ​ ​ ​ $ 2,598,808 ​ ​ ​ ​ ​ 70% ​ ​ ​ ​ $ 2,682,140 ​ ​ ​ ​ $ 2,639,404 ​ ​ ​ ​ ​ 73% ​ ​
Senior Secured Loans—Second Lien
 ​ ​ ​ ​ 436,561 ​ ​ ​ ​ ​ 388,808 ​ ​ ​ ​ ​ 11% ​ ​ ​ ​ ​ 332,741 ​ ​ ​ ​ ​ 292,342 ​ ​ ​ ​ ​ 8% ​ ​
Other Senior Secured Debt
 ​ ​ ​ ​ 104,134 ​ ​ ​ ​ ​ 102,849 ​ ​ ​ ​ ​ 3% ​ ​ ​ ​ ​ 100,060 ​ ​ ​ ​ ​ 93,195 ​ ​ ​ ​ ​ 3% ​ ​
Subordinated Debt
 ​ ​ ​ ​ 267,768 ​ ​ ​ ​ ​ 272,876 ​ ​ ​ ​ ​ 7% ​ ​ ​ ​ ​ 386,465 ​ ​ ​ ​ ​ 351,809 ​ ​ ​ ​ ​ 10% ​ ​
Asset Based Finance
 ​ ​ ​ ​ 298,786 ​ ​ ​ ​ ​ 255,851 ​ ​ ​ ​ ​ 7% ​ ​ ​ ​ ​ 202,171 ​ ​ ​ ​ ​ 168,538 ​ ​ ​ ​ ​ 4% ​ ​
Equity/Other ​ ​ ​ ​ 76,513 ​ ​ ​ ​ ​ 85,099 ​ ​ ​ ​ ​ 2% ​ ​ ​ ​ ​ 93,521 ​ ​ ​ ​ ​ 65,995 ​ ​ ​ ​ ​ 2% ​ ​
Total ​ ​ ​ $ 3,851,440 ​ ​ ​ ​ $ 3,704,291 ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ $ 3,797,098 ​ ​ ​ ​ $ 3,611,283 ​ ​ ​ ​ ​ 100% ​ ​
​
(1)
Amortized cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on investments.
​
The following table summarizes the composition of the Company’s investment portfolio at cost and fair value as of September 30, 2019 and December 31, 2018 to include, on a look-through basis, the investments underlying the TRS, as disclosed in Note 9. As of September 30, 2019, no assets were held by the TRS. As of December 31, 2018, the assets underlying the TRS had a notional amount and market value of  $145,371 and $141,279, respectively.
39
TABLE OF CONTENTS
FS Investment Corporation III
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
​
 
Note 6. Investment Portfolio (continued)
 
​ ​ ​
September 30, 2019
(Unaudited)
​ ​
December 31, 2018
​
​ ​ ​
Amortized
Cost(1)
 ​ ​
Fair Value
​ ​
Percentage
of Portfolio
​ ​
Amortized
Cost(1)
 ​ ​
Fair Value
​ ​
Percentage
of Portfolio
​
Senior Secured Loans—First Lien
 ​ ​ ​ $ 2,667,678 ​ ​ ​ ​ $ 2,598,808 ​ ​ ​ ​ ​ 70% ​ ​ ​ ​ $ 2,804,068 ​ ​ ​ ​ $ 2,757,436 ​ ​ ​ ​ ​ 74% ​ ​
Senior Secured Loans—Second Lien
 ​ ​ ​ ​ 436,561 ​ ​ ​ ​ ​ 388,808 ​ ​ ​ ​ ​ 11% ​ ​ ​ ​ ​ 356,184 ​ ​ ​ ​ ​ 315,589 ​ ​ ​ ​ ​ 8% ​ ​
Other Senior Secured Debt
 ​ ​ ​ ​ 104,134 ​ ​ ​ ​ ​ 102,849 ​ ​ ​ ​ ​ 3% ​ ​ ​ ​ ​ 100,060 ​ ​ ​ ​ ​ 93,195 ​ ​ ​ ​ ​ 3% ​ ​
Subordinated Debt
 ​ ​ ​ ​ 267,768 ​ ​ ​ ​ ​ 272,876 ​ ​ ​ ​ ​ 7% ​ ​ ​ ​ ​ 386,465 ​ ​ ​ ​ ​ 351,809 ​ ​ ​ ​ ​ 9% ​ ​
Asset Based Finance
 ​ ​ ​ ​ 298,786 ​ ​ ​ ​ ​ 255,851 ​ ​ ​ ​ ​ 7% ​ ​ ​ ​ ​ 202,171 ​ ​ ​ ​ ​ 168,538 ​ ​ ​ ​ ​ 4% ​ ​
Equity/Other ​ ​ ​ ​ 76,513 ​ ​ ​ ​ ​ 85,099 ​ ​ ​ ​ ​ 2% ​ ​ ​ ​ ​ 93,521 ​ ​ ​ ​ ​ 65,995 ​ ​ ​ ​ ​ 2% ​ ​
Total ​ ​ ​ $ 3,851,440 ​ ​ ​ ​ $ 3,704,291 ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ $ 3,942,469 ​ ​ ​ ​ $ 3,752,562 ​ ​ ​ ​ ​ 100% ​ ​
​
(1)
Amortized cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on investments.
​
In general, under the 1940 Act, the Company would be presumed to “control” a portfolio company if it owned more than 25% of its voting securities or it had the power to exercise control over the management or policies of such portfolio company, and would be an “affiliated person” of a portfolio company if it owned 5% or more of its voting securities.
As of September 30, 2019, the Company held investments in three portfolio companies of which it is deemed to be an “affiliated person” but is not deemed to “control.” As of September 30, 2019, the Company did not “control” any of its portfolio companies. For additional information with respect to such portfolio companies, see footnote (s) to the unaudited consolidated schedule of investments as of September 30, 2019 in this quarterly report on Form 10-Q.
As of December 31, 2018, the Company held investments in four portfolio companies of which it is deemed to be an “affiliated person” but is not deemed to “control.” As of December 31, 2018, the Company did not “control” any of its portfolio companies. For additional information with respect to such portfolio companies, see footnote (t) to the consolidated schedule of investments as of December 31, 2018 in this quarterly report on Form 10-Q.
The Company’s investment portfolio may contain loans and other unfunded arrangements that are in the form of lines of credit, revolving credit facilities, delayed draw credit facilities or other investments, pursuant to which the Company may be required to provide funding when requested by portfolio companies in accordance with the terms of the underlying agreements. As of September 30, 2019, the Company had unfunded debt investments with aggregate unfunded commitments of  $171,551 and unfunded equity/other commitments of  $123,924. As of December 31, 2018, the Company had unfunded debt investments with aggregate unfunded commitments of  $128,454 and unfunded equity commitments of $47. The Company maintains sufficient cash on hand, available borrowings and liquid securities to fund such unfunded commitments should the need arise. For additional details regarding the Company’s unfunded debt investments, see the Company’s unaudited consolidated schedule of investments as of September 30, 2019 and audited consolidated schedule of investments as of December 31, 2018.
40
TABLE OF CONTENTS
FS Investment Corporation III
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
​
 
Note 6. Investment Portfolio (continued)
 
The table below describes investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets in such industries as of September 30, 2019 and December 31, 2018:
​ ​ ​
September 30, 2019
(Unaudited)
​ ​
December 31, 2018
​
Industry Classification
​ ​
Fair Value
​ ​
Percentage
of Portfolio
​ ​
Fair Value
​ ​
Percentage
of Portfolio
​
Automobiles & Components
 ​ ​ ​ $ 17,320 ​ ​ ​ ​ ​ 0% ​ ​ ​ ​ $ 16,020 ​ ​ ​ ​ ​ 0% ​ ​
Capital Goods
 ​ ​ ​ ​ 500,781 ​ ​ ​ ​ ​ 13% ​ ​ ​ ​ ​ 732,433 ​ ​ ​ ​ ​ 20% ​ ​
Commercial & Professional Services
 ​ ​ ​ ​ 382,544 ​ ​ ​ ​ ​ 10% ​ ​ ​ ​ ​ 317,113 ​ ​ ​ ​ ​ 9% ​ ​
Consumer Durables & Apparel
 ​ ​ ​ ​ 143,694 ​ ​ ​ ​ ​ 4% ​ ​ ​ ​ ​ 150,949 ​ ​ ​ ​ ​ 4% ​ ​
Consumer Services
 ​ ​ ​ ​ 173,257 ​ ​ ​ ​ ​ 5% ​ ​ ​ ​ ​ 170,264 ​ ​ ​ ​ ​ 5% ​ ​
Diversified Financials
 ​ ​ ​ ​ 302,533 ​ ​ ​ ​ ​ 8% ​ ​ ​ ​ ​ 317,165 ​ ​ ​ ​ ​ 9% ​ ​
Energy ​ ​ ​ ​ 150,784 ​ ​ ​ ​ ​ 4% ​ ​ ​ ​ ​ 188,262 ​ ​ ​ ​ ​ 5% ​ ​
Food & Staples Retailing
 ​ ​ ​ ​ 140,918 ​ ​ ​ ​ ​ 4% ​ ​ ​ ​ ​ 13,191 ​ ​ ​ ​ ​ 0% ​ ​
Food, Beverage & Tobacco
 ​ ​ ​ ​ 86,464 ​ ​ ​ ​ ​ 2% ​ ​ ​ ​ ​ 81,786 ​ ​ ​ ​ ​ 2% ​ ​
Health Care Equipment & Services
 ​ ​ ​ ​ 472,181 ​ ​ ​ ​ ​ 13% ​ ​ ​ ​ ​ 418,167 ​ ​ ​ ​ ​ 12% ​ ​
Insurance ​ ​ ​ ​ 75,709 ​ ​ ​ ​ ​ 2% ​ ​ ​ ​ ​ 35,035 ​ ​ ​ ​ ​ 1% ​ ​
Materials ​ ​ ​ ​ 142,241 ​ ​ ​ ​ ​ 4% ​ ​ ​ ​ ​ 119,891 ​ ​ ​ ​ ​ 3% ​ ​
Media & Entertainment
 ​ ​ ​ ​ 189,744 ​ ​ ​ ​ ​ 5% ​ ​ ​ ​ ​ 201,352 ​ ​ ​ ​ ​ 6% ​ ​
Pharmaceuticals, Biotechnology & Life Sciences
 ​ ​ ​ ​ 132,808 ​ ​ ​ ​ ​ 4% ​ ​ ​ ​ ​ 53,872 ​ ​ ​ ​ ​ 1% ​ ​
Real Estate
 ​ ​ ​ ​ 29,324 ​ ​ ​ ​ ​ 1% ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Retailing ​ ​ ​ ​ 182,187 ​ ​ ​ ​ ​ 5% ​ ​ ​ ​ ​ 149,864 ​ ​ ​ ​ ​ 4% ​ ​
Semiconductors & Semiconductor Equipment
 ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 6,319 ​ ​ ​ ​ ​ 0% ​ ​
Software & Services
 ​ ​ ​ ​ 370,724 ​ ​ ​ ​ ​ 10% ​ ​ ​ ​ ​ 454,517 ​ ​ ​ ​ ​ 13% ​ ​
Technology Hardware & Equipment
 ​ ​ ​ ​ 122,802 ​ ​ ​ ​ ​ 3% ​ ​ ​ ​ ​ 93,380 ​ ​ ​ ​ ​ 3% ​ ​
Telecommunication Services
 ​ ​ ​ ​ 60,045 ​ ​ ​ ​ ​ 2% ​ ​ ​ ​ ​ 73,840 ​ ​ ​ ​ ​ 2% ​ ​
Transportation ​ ​ ​ ​ 28,231 ​ ​ ​ ​ ​ 1% ​ ​ ​ ​ ​ 17,863 ​ ​ ​ ​ ​ 1% ​ ​
Total ​ ​ ​ $ 3,704,291 ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ $ 3,611,283 ​ ​ ​ ​ ​ 100% ​ ​
41
TABLE OF CONTENTS
FS Investment Corporation III
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
​
 
Note 7. Financial Instruments
The following is a summary of the fair value and location of the Company’s derivative instruments in the consolidated balance sheets held as of September 30, 2019 and December 31, 2018:
​ ​ ​ ​ ​ ​
Fair Value
​
Derivative Instrument
​ ​
Statement Location
​ ​
September 30, 2019
(Unaudited)
​ ​
December 31, 2018
​
Interest rate swaps
 ​ ​
Unrealized appreciation on interest rate swaps
​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​
Interest rate swaps
​ ​
Unrealized depreciation on interest rate swaps
 ​ ​ ​ ​ (20,920) ​ ​ ​ ​ ​ (2,614) ​ ​
Total ​ ​ ​ ​ ​ ​ $ (20,920) ​ ​ ​ ​ $ (2,614) ​ ​
Net realized and unrealized gains and losses on derivative instruments recorded by the Company for the three and nine months ended September 30, 2019 and 2018 are in the following locations in the consolidated statements of operations:
​ ​ ​ ​ ​ ​
Net Realized Gains (Losses)
​
​ ​ ​ ​ ​ ​
Three Months Ended
September 30,
​ ​
Nine Months Ended
September 30,
​
Derivative Instrument
​ ​
Statement Location
​ ​
2019
​ ​
2018
​ ​
2019
​ ​
2018
​
Interest rate swaps
 ​ ​ Net realized gains (losses) on interest rate swaps ​ ​ ​ $ (435) ​ ​ ​ ​ $ — ​ ​ ​ ​ $ (435) ​ ​ ​ ​ $ — ​ ​
Total
​ ​ ​ ​ ​ ​ $ (435) ​ ​ ​ ​ $ — ​ ​ ​ ​ $ (435) ​ ​ ​ ​ $ — ​ ​
​
​ ​ ​ ​ ​ ​
Net Unrealized Gains (Losses)
​
​ ​ ​ ​ ​ ​
Three Months Ended
September 30,
​ ​
Nine Months Ended
September 30,
​
Derivative Instrument
​ ​
Statement Location
​ ​
2019
​ ​
2018
​ ​
2019
​ ​
2018
​
Interest rate swaps
 ​ ​ Net change in unrealized appreciation (depreciation) on interest rate swaps ​ ​ ​ $ (2,327) ​ ​ ​ ​ $ — ​ ​ ​ ​ $ (18,306) ​ ​ ​ ​ $ — ​ ​
Total
​ ​ ​ ​ ​ ​ $ (2,327) ​ ​ ​ ​ $ — ​ ​ ​ ​ $ (18,306) ​ ​ ​ ​ $ — ​ ​
Offsetting of Derivative Instruments
The Company has derivative instruments that are subject to master netting agreements. These agreements include provisions to offset positions with the same counterparty in the event of default by one of the parties. The Company’s unrealized appreciation and depreciation on derivative instruments are reported as gross assets and liabilities, respectively, in the condensed consolidated statements of assets and liabilities. The following tables present the Company’s assets and liabilities related to derivatives by counterparty, net of amounts available for offset under a master netting arrangement and net of any collateral received or pledged by the Company for such assets and liabilities as of September 30, 2019 and December 31, 2018:
As of September 30, 2019 (Unaudited)
 ​
Counterparty
​ ​
Derivative
Liabilities Subject
to Master Netting
Agreement
​ ​
Derivatives
Available for
Offset
​ ​
Non-cash
Collateral
Pledged(1)
 ​ ​
Cash
Collateral
Pledged(1)
 ​ ​
Net Amount
of Derivative
Liabilities(3)
 ​
JP Morgan Chase Bank
 ​ ​ ​ $ 9,948 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 9,948 ​ ​ ​ ​ $ — ​ ​
ING Capital Markets
 ​ ​ ​ ​ 10,972 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 10,972 ​ ​ ​ ​ ​ — ​ ​
Total ​ ​ ​ $ 20,920 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 20,920 ​ ​ ​ ​ $ — ​ ​
​
As of December 31, 2018
 ​
Counterparty
​ ​
Derivative
Liabilities Subject
to Master Netting
Agreement
​ ​
Derivatives
Available for
Offset
​ ​
Non-cash
Collateral
Pledged(1)
 ​ ​
Cash
Collateral
Pledged(1)
 ​ ​
Net Amount
of Derivative
Liabilities(3)
 ​
JP Morgan Chase Bank
 ​ ​ ​ $ 2,614 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 2,614 ​ ​
​ ​ ​ ​ $ 2,614 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 2,614 ​ ​
​
42
TABLE OF CONTENTS
FS Investment Corporation III
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
​
 
Note 7. Financial Instruments (continued)
 
​
(1)
In some instances, the actual amount of the collateral received and/or pledged may be more than the amount shown due to overcollateralization.
​
(2)
Net amount of derivative assets represents the net amount due from the counterparty to the Company.
​
(3)
Net amount of derivative liabilities represents the net amount due from the Company to the counterparty.
​
Interest Rate Swaps
Interest rate swap contracts are privately negotiated agreements between the Company and a counterparty. Pursuant to interest rate swap agreements, the Company makes fixed-rate payments to a counterparty in exchange for payments on a floating benchmark interest rate. Payments received or made are recorded as realized gains or losses. During the term of the outstanding swap agreement, changes in the underlying value of the swap are recorded as unrealized gains or losses. The value of the swap is determined by changes in the relationship between two rates of interest. The Company is exposed to credit loss in the event of non-performance by the swap counterparty. Risk may also arise from movements in interest rates. The Company attempts to limit counterparty risk by dealing only with well-known counterparties. The Company utilizes interest rate swaps from time to time in order to hedge a portion of its fixed-rate portfolio investments.
The average notional balance for interest rate swaps during the nine months ended September 30, 2019 was $540,000.
As of September 30, 2019 and December 31, 2018, the Company’s open interest rate swaps were as follows:
As of September 30, 2019 (Unaudited)
​
Counterparty
​ ​
Notional
Amount
​ ​
Company Receives
Floating Rate
​ ​
Company
Pays Fixed
Rate
​ ​
Termination
Date
​ ​
Premiums
Paid/​
(Received)
​ ​
Value
​ ​
Unrealized
Appreciation
(Depreciation)
​
JP Morgan Chase Bank
 ​ ​
$120,000
​ ​
3-Month LIBOR
​ ​
2.78%
​ ​ ​ ​ 12/18/2023 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ (6,640) ​ ​ ​ ​ $ (6,640) ​ ​
JP Morgan Chase Bank
 ​ ​
$120,000
​ ​
3-Month LIBOR
​ ​
2.81%
​ ​ ​ ​ 12/18/2021 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (3,308) ​ ​ ​ ​ ​ (3,308) ​ ​
ING Capital Markets
 ​ ​
$150,000
​ ​
3-Month LIBOR
​ ​
2.59%
​ ​ ​ ​ 1/14/2024 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (7,291) ​ ​ ​ ​ ​ (7,291) ​ ​
ING Capital Markets
 ​ ​
$150,000
​ ​
3-Month LIBOR
​ ​
2.62%
​ ​ ​ ​ 1/14/2022 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (3,681) ​ ​ ​ ​ ​ (3,681) ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ — ​ ​ ​ ​ $ (20,920) ​ ​ ​ ​ $ (20,920) ​ ​
​
As of December 31, 2018
​
Counterparty
​ ​
Notional
Amount
​ ​
Company Receives
Floating Rate
​ ​
Company
Pays Fixed
Rate
​ ​
Termination
Date
​ ​
Premiums
Paid/​
(Received)
​ ​
Value
​ ​
Unrealized
Appreciation
(Depreciation)
​
JP Morgan Chase Bank
 ​ ​
$120,000
​ ​
3-Month LIBOR
​ ​
2.78%
​ ​ ​ ​ 12/18/2023 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ (1,636) ​ ​ ​ ​ $ (1,636) ​ ​
JP Morgan Chase Bank
 ​ ​
$120,000
​ ​
3-Month LIBOR
​ ​
2.81%
​ ​ ​ ​ 12/18/2021 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (978) ​ ​ ​ ​ ​ (978) ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ — ​ ​ ​ ​ $ (2,614) ​ ​ ​ ​ $ (2,614) ​ ​
43
TABLE OF CONTENTS
FS Investment Corporation III
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
​
 
Note 8. Fair Value of Financial Instruments
Under existing accounting guidance, fair value is defined as the price that the Company would receive upon selling an investment or pay to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment. This accounting guidance emphasizes valuation techniques that maximize the use of observable market inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances.
The Company classifies the inputs used to measure these fair values into the following hierarchy as defined by current accounting guidance:
Level 1: Inputs that are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs that are quoted prices for similar assets or liabilities in active markets.
Level 3: Inputs that are unobservable for an asset or liability.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
As of September 30, 2019 and December 31, 2018, the Company’s investments and total return swap were categorized as follows in the fair value hierarchy:
Valuation Inputs
​ ​
September 30, 2019
(Unaudited)
​ ​
December 31, 2018
​
​
Investments
​ ​
Total Return
Swap
​ ​
Investments
​ ​
Total Return
Swap
​
Level 1—Price quotations in active markets
 ​ ​ ​ $ 3,174 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 1,191 ​ ​ ​ ​ $ — ​ ​
Level 2—Significant other observable inputs
 ​ ​ ​ ​ 967,684 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,013,082 ​ ​ ​ ​ ​ — ​ ​
Level 3—Significant unobservable inputs
 ​ ​ ​ ​ 2,733,433 ​ ​ ​ ​ ​ (5,974) ​ ​ ​ ​ ​ 2,597,010 ​ ​ ​ ​ ​ (22,062) ​ ​
Total ​ ​ ​ $ 3,704,291 ​ ​ ​ ​ $ (5,974) ​ ​ ​ ​ $ 3,611,283 ​ ​ ​ ​ $ (22,062) ​ ​
As of September 30, 2019 and December 31, 2018, the Company’s interest rate swaps were categorized as follows in the fair value hierarchy:
Valuation Inputs
​ ​
September 30, 2019
(Unaudited)
​ ​
December 31, 2018
​
​
Asset
​ ​
Liability
​ ​
Asset
​ ​
Liability
​
Level 1—Price quotations in active markets
 ​ ​ ​ $       — ​ ​ ​ ​ $ — ​ ​ ​ ​ $       — ​ ​ ​ ​ $ — ​ ​
Level 2—Significant other observable inputs
 ​ ​ ​ ​ — ​ ​ ​ ​ ​ (20,920) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (2,614) ​ ​
Level 3—Significant unobservable inputs
 ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Total ​ ​ ​ $ — ​ ​ ​ ​ $ (20,920) ​ ​ ​ ​ $ — ​ ​ ​ ​ $ (2,614) ​ ​
44
TABLE OF CONTENTS
FS Investment Corporation III
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
​
 
Note 8. Fair Value of Financial Instruments (continued)
 
The Company’s investments consist primarily of debt investments that were acquired directly from the issuer. Debt investments, for which broker quotes are not available, are valued by independent valuation firms, which determine the fair value of such investments by considering, among other factors, the borrower’s ability to adequately service its debt, prevailing interest rates for like investments, expected cash flows, call features, anticipated repayments and other relevant terms of the investments. Except as described below, all of the Company’s equity/other investments are also valued by independent valuation firms, which determine the fair value of such investments by considering, among other factors, contractual rights ascribed to such investments, as well as various income scenarios and multiples of earnings before interest, taxes, depreciation and amortization, or EBITDA, cash flows, net income, revenues or, in limited instances, book value or liquidation value. An investment that is newly issued and purchased near the date of the financial statements is valued at cost if the Company’s board of directors determines that the cost of such investment is the best indication of its fair value. Such investments described above are typically classified as Level 3 within the fair value hierarchy. Investments that are traded on an active public market are valued at their closing price as of the date of the financial statements and are classified as Level 1 within the fair value hierarchy. Except as described above, the Company typically values its other investments and interest rate swaps by using the midpoint of the prevailing bid and ask prices from dealers on the date of the relevant period end, which are provided by independent third-party pricing services and screened for validity by such services and are typically classified as Level 2 within the fair value hierarchy.
The Company values the TRS in accordance with the agreements between Center City Funding and Citibank, that collectively established the TRS, which agreements are collectively referred to herein as the TRS Agreement. Pursuant to the TRS Agreement, the value of the TRS is based on the increase or decrease in the value of the loans underlying the TRS, together with accrued interest income, interest expense and certain other expenses incurred under the TRS. The loans underlying the TRS are valued by Citibank. Citibank bases its valuation on the indicative bid prices provided by an independent third-party pricing service. Bid prices reflect the highest price that market participants may be willing to pay. These valuations are sent to the Company for review and testing. The valuation committee and the board of directors review and approve the value of the TRS, as well as the value of the loans underlying the TRS, on a quarterly basis. To the extent the Company’s valuation committee or board of directors has any questions or concerns regarding the valuation of the loans underlying the TRS, such valuation is discussed or challenged pursuant to the terms of the TRS Agreement. See Note 9 for additional information regarding the TRS.
The Company periodically benchmarks the bid and ask prices it receives from the third-party pricing services and/or dealers and independent valuation firms as applicable, against the actual prices at which the Company purchases and sells its investments. Based on the results of the benchmark analysis and the experience of the Company’s management in purchasing and selling these investments, the Company believes that these prices are reliable indicators of fair value. The valuation committee and the board of directors reviewed and approved the valuation determinations made with respect to these investments in a manner consistent with the Company’s valuation policy.
45
TABLE OF CONTENTS
FS Investment Corporation III
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
​
 
Note 8. Fair Value of Financial Instruments (continued)
 
The following is a reconciliation for the nine months ended September 30, 2019 and 2018 of investments for which significant unobservable inputs (Level 3) were used in determining fair value:
​ ​ ​
For the Nine Months Ended September 30, 2019
​
​ ​ ​
Senior
Secured
Loans—
First Lien
​ ​
Senior
Secured
Loans—
Second Lien
​ ​
Other
Senior
Secured
Debt
​ ​
Subordinated
Debt
​ ​
Asset Based
Finance
​ ​
Equity/​
Other
​ ​
Total
​
Fair value at beginning of period
 ​ ​ ​ $ 2,191,650 ​ ​ ​ ​ $ 164,009 ​ ​ ​ ​ $ 7,496 ​ ​ ​ ​ $ 852 ​ ​ ​ ​ $ 168,538 ​ ​ ​ ​ $ 64,465 ​ ​ ​ ​ $ 2,597,010 ​ ​
Accretion of discount (amortization of
premium)
 ​ ​ ​ ​ 1,001 ​ ​ ​ ​ ​ 221 ​ ​ ​ ​ ​ (6) ​ ​ ​ ​ ​ 2 ​ ​ ​ ​ ​ 5 ​ ​ ​ ​ ​ 91 ​ ​ ​ ​ ​ 1,314 ​ ​
Net realized gain (loss)
 ​ ​ ​ ​ (4,827) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 3 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 24 ​ ​ ​ ​ ​ (28,358) ​ ​ ​ ​ ​ (33,158) ​ ​
Net change in unrealized appreciation
(depreciation)
 ​ ​ ​ ​ (23,350) ​ ​ ​ ​ ​ (13,388) ​ ​ ​ ​ ​ 116 ​ ​ ​ ​ ​ 914 ​ ​ ​ ​ ​ (9,021) ​ ​ ​ ​ ​ 36,372 ​ ​ ​ ​ ​ (8,357) ​ ​
Purchases
 ​ ​ ​ ​ 518,743 ​ ​ ​ ​ ​ 122,088 ​ ​ ​ ​ ​ 10,921 ​ ​ ​ ​ ​ 27,721 ​ ​ ​ ​ ​ 86,668 ​ ​ ​ ​ ​ 12,785 ​ ​ ​ ​ ​ 778,926 ​ ​
Paid-in-kind interest
 ​ ​ ​ ​ 2,353 ​ ​ ​ ​ ​ 933 ​ ​ ​ ​ ​ 131 ​ ​ ​ ​ ​ 2,532 ​ ​ ​ ​ ​ 10,909 ​ ​ ​ ​ ​ 1,084 ​ ​ ​ ​ ​ 17,942 ​ ​
Sales and repayments
 ​ ​ ​ ​ (602,609) ​ ​ ​ ​ ​ (8,213) ​ ​ ​ ​ ​ (3,534) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (1,293) ​ ​ ​ ​ ​ (4,595) ​ ​ ​ ​ ​ (620,244) ​ ​
Net transfers in or out of
Level 3
 ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Fair value at end of period
 ​ ​ ​ $ 2,082,961 ​ ​ ​ ​ $ 265,650 ​ ​ ​ ​ $ 15,127 ​ ​ ​ ​ $ 32,021 ​ ​ ​ ​ $ 255,830 ​ ​ ​ ​ $ 81,844 ​ ​ ​ ​ $ 2,733,433 ​ ​
The amount of total gains or losses for the period included in changes in net assets attributable to the change in unrealized gains or losses relating to investments still held at the reporting date
 ​ ​ ​ $ (29,714) ​ ​ ​ ​ $ (13,593) ​ ​ ​ ​ $ 105 ​ ​ ​ ​ $ 71 ​ ​ ​ ​ $ (8,992) ​ ​ ​ ​ $ 8,771 ​ ​ ​ ​ $ (43,352) ​ ​
46
TABLE OF CONTENTS
FS Investment Corporation III
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
​
 
Note 8. Fair Value of Financial Instruments (continued)
 
​ ​ ​
For the Nine Months Ended September 30, 2018
​
​ ​ ​
Senior
Secured
Loans—
First Lien
​ ​
Senior
Secured
Loans—
Second Lien
​ ​
Other
Senior
Secured
Debt
​ ​
Subordinated
Debt
​ ​
Asset Based
Finance
​ ​
Equity/​
Other
​ ​
Total
​
Fair value at beginning of period
 ​ ​ ​ $ 2,222,444 ​ ​ ​ ​ $ 261,239 ​ ​ ​ ​ $ 60,478 ​ ​ ​ ​ $ 552,320 ​ ​ ​ ​ $ 181,654 ​ ​ ​ ​ $ 57,726 ​ ​ ​ ​ $ 3,335,861 ​ ​
Accretion of discount (amortization of premium)
 ​ ​ ​ ​ 1,195 ​ ​ ​ ​ ​ 91 ​ ​ ​ ​ ​ 1 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (627) ​ ​ ​ ​ ​ 8 ​ ​ ​ ​ ​ 668 ​ ​
Net realized gain (loss)
 ​ ​ ​ ​ (3,879) ​ ​ ​ ​ ​ 649 ​ ​ ​ ​ ​ (1,059) ​ ​ ​ ​ ​ 121 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (25,406) ​ ​ ​ ​ ​ (29,574) ​ ​
Net change in unrealized appreciation
(depreciation)
 ​ ​ ​ ​ (25,501) ​ ​ ​ ​ ​ (14,694) ​ ​ ​ ​ ​ 671 ​ ​ ​ ​ ​ (513) ​ ​ ​ ​ ​ (27,295) ​ ​ ​ ​ ​ 30,939 ​ ​ ​ ​ ​ (36,393) ​ ​
Purchases
 ​ ​ ​ ​ 782,150 ​ ​ ​ ​ ​ 72,583 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 48,930 ​ ​ ​ ​ ​ 224 ​ ​ ​ ​ ​ 3,357 ​ ​ ​ ​ ​ 907,244 ​ ​
Paid-in-kind interest
 ​ ​ ​ ​ 5,410 ​ ​ ​ ​ ​ 896 ​ ​ ​ ​ ​ 133 ​ ​ ​ ​ ​ 14 ​ ​ ​ ​ ​ 15,660 ​ ​ ​ ​ ​ 839 ​ ​ ​ ​ ​ 22,952 ​ ​
Sales and repayments
 ​ ​ ​ ​ (581,698) ​ ​ ​ ​ ​ (134,018) ​ ​ ​ ​ ​ (12,269) ​ ​ ​ ​ ​ (51,480) ​ ​ ​ ​ ​ (143) ​ ​ ​ ​ ​ (699) ​ ​ ​ ​ ​ (780,307) ​ ​
Net transfers in or out of
Level 3
 ​ ​ ​ ​ (200,374) ​ ​ ​ ​ ​ (60,537) ​ ​ ​ ​ ​ (39,432) ​ ​ ​ ​ ​ (549,481) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (1,029) ​ ​ ​ ​ ​ (850,853) ​ ​
Fair value at end of period
 ​ ​ ​ $ 2,199,747 ​ ​ ​ ​ $ 126,209 ​ ​ ​ ​ $ 8,523 ​ ​ ​ ​ $ (89) ​ ​ ​ ​ $ 169,473 ​ ​ ​ ​ $ 65,735 ​ ​ ​ ​ $ 2,569,598 ​ ​
The amount of total gains or losses for
the period included in changes in net
assets attributable to the change in
unrealized gains or losses relating to
investments still held at the reporting
date
 ​ ​ ​ $ (21,269) ​ ​ ​ ​ $ (13,472) ​ ​ ​ ​ $ 132 ​ ​ ​ ​ $ (514) ​ ​ ​ ​ $ (27,296) ​ ​ ​ ​ $ 5,760 ​ ​ ​ ​ $ (56,659) ​ ​
The following is a reconciliation for the nine months ended September 30, 2019 and 2018 of the total return swap for which significant unobservable inputs (Level 3) were used in determining fair value:
​ ​ ​
For the Nine Months Ended
September 30,
​
​ ​ ​
2019
​ ​
2018
​
Fair value at beginning of period
 ​ ​ ​ $ (22,062) ​ ​ ​ ​ $ (3,756) ​ ​
Amortization of premium (accretion of discount)
 ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Net realized gain (loss)
 ​ ​ ​ ​ (13,641) ​ ​ ​ ​ ​ 14,258 ​ ​
Net change in unrealized appreciation (depreciation)
 ​ ​ ​ ​ 16,088 ​ ​ ​ ​ ​ (6,246) ​ ​
Proceeds
 ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Sales and repayments
 ​ ​ ​ ​ 13,641 ​ ​ ​ ​ ​ (14,258) ​ ​
Net transfers in or out of Level 3
 ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Fair value at end of period
 ​ ​ ​ $ (5,974) ​ ​ ​ ​ $ (10,002) ​ ​
The amount of total gains or losses for the period included in changes in
net assets attributable to the change in unrealized gains or losses relating to
the total return swap still held at the reporting date
 ​ ​ ​ $ 16,088 ​ ​ ​ ​ $ (6,246) ​ ​
47
TABLE OF CONTENTS
FS Investment Corporation III
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
​
 
Note 8. Fair Value of Financial Instruments (continued)
 
The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements as of September 30, 2019 and December 31, 2018 were as follows:
Type of Investment
​ ​
Fair Value at
September 30, 2019
(Unaudited)(1)
 ​ ​
Valuation
Techniques(2)
 ​ ​
Primary
Unobservable Inputs
​ ​
Range
(Weighted
Average)(3)
 ​ ​
Impact to
Valuation from
an Increase in
Input(4)
 ​
Senior Debt
​ ​ ​
$
2,070,168
 ​ ​ ​
Discounted Cash Flow
​ ​ Discount Rate ​ ​
6.5% – 16.7% (9.6%)
 ​ ​
Decrease
​
​ ​ ​ ​
​
119,659
 ​ ​ ​ Other(5) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​
​
112,113
 ​ ​ ​ Cost ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​
​
61,798
 ​ ​ ​ Waterfall ​ ​ EBITDA Multiple ​ ​
0.1x – 8.5x (2.8x)
​ ​
Increase
​
Subordinated Debt
​ ​ ​
​
31,921
 ​ ​ ​
Discounted Cash Flow
​ ​ Discount Rate ​ ​
13.2% – 18.0% (13.4%)
 ​ ​
Decrease
​
​ ​ ​ ​
​
100
 ​ ​ ​ Waterfall ​ ​ EBITDA Multiple ​ ​
9.9x – 9.9x (9.9x)
​ ​
Increase
​
Asset Based Finance
​ ​ ​
​
174,341
 ​ ​ ​ Waterfall ​ ​ EBITDA Multiple ​ ​
1.0x – 13.5x (1.1x)
​ ​
Increase
​
​ ​ ​ ​
​
44,497
 ​ ​ ​
Discounted Cash Flow
​ ​ Discount Rate ​ ​
7.8% – 12.9% (9.8%)
 ​ ​
Decrease
​
​ ​ ​ ​
​
17,581
 ​ ​ ​ Other(5) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​
​
15,602
 ​ ​ ​ Cost ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​
​
3,809
 ​ ​ ​ Indicative Dealer
Quotes 		​ ​ ​ ​ ​
63.0% – 63.0% (63.0%)
 ​ ​
Increase
​
Equity/Other ​ ​ ​
​
51,054
 ​ ​ ​ Waterfall ​ ​ EBITDA Multiple ​ ​
0.7x – 14.3x (7.7x)
​ ​
Increase
​
​ ​ ​ ​
​
30,084
 ​ ​ ​ Other(5) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​
​
706
 ​ ​ ​
Option Pricing Model
​ ​
Equity Illiquidity Discount
​ ​
15.0% – 15.0% (15.0%)
 ​ ​
Decrease
​
Total ​ ​ ​
$
2,733,433
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
(1)
Certain investments may be valued at cost for a period of time after an acquisition as the best indicator of fair value.
​
(2)
For the assets and investments that have more than one valuation technique, the Company may rely on the stated techniques individually or in the aggregate based on a weight ascribed to each valuation technique, ranging from 0 – 100%. Indicative broker quotes obtained for valuation purposes are reviewed by the Company relative to other valuation techniques.
​
(3)
Weighted average amounts are based on the estimated fair values.
​
(4)
This column represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the input would have the opposite effect. Significant changes in these inputs in isolation could result in significantly higher or lower fair value measurements.
​
(5)
Fair value based on expected outcome of proposed corporate transactions and/or other factors.
​
​
48
TABLE OF CONTENTS
FS Investment Corporation III
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
​
 
Note 8. Fair Value of Financial Instruments (continued)
 
Type of Investment
​ ​
Fair Value at
December 31,
2018
​ ​
Valuation
Technique(1)
 ​ ​
Unobservable Input
​ ​
Range
​ ​
Weighted
Average
​
Senior Secured
Loans—First Lien
​ ​ ​
$
1,957,628
 ​ ​ ​ Market Comparables ​ ​ Market Yield (%) ​ ​
6.9% – 16.8%
​ ​
10.8%
​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ EBITDA Multiples (x) ​ ​
5.3x – 9.5x
​ ​
6.9x
​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue Multiples (x) ​ ​
0.1x – 0.1x
​ ​
0.1x
​
​ ​ ​ ​
​
150,621
 ​ ​ ​ Other(2) ​ ​ Other(2) ​ ​
N/A
​ ​
N/A
​
​ ​ ​ ​
​
83,401
 ​ ​ ​ Cost ​ ​ Cost ​ ​
99.0% – 100.0%
​ ​
99.5%
​
Senior Secured
Loans—Second Lien
​ ​ ​
​
120,507
 ​ ​ ​ Market Comparables ​ ​ Market Yield (%) ​ ​
8.9% – 15.0%
​ ​
12.0%
​
​ ​ ​ ​
​
4,096
 ​ ​ ​ Other(2) ​ ​ Other(2) ​ ​
N/A
​ ​
N/A
​
​ ​ ​ ​
​
39,406
 ​ ​ ​ Cost ​ ​ Cost ​ ​
98.5% – 98.5%
​ ​
98.5%
​
Other Senior Secured Debt
​ ​ ​
​
7,496
 ​ ​ ​ Market Comparables ​ ​ Market Yield (%) ​ ​
8.2% – 13.6%
​ ​
10.3%
​
Subordinated Debt
​ ​ ​
​
852
 ​ ​ ​ Market Comparables ​ ​ Market Yield (%) ​ ​
12.0% – 20.0%
​ ​
15.1%
​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ EBITDA Multiples (x) ​ ​
9.6x – 10.1x
​ ​
9.9x
​
Asset Based Finance
​ ​ ​
​
154,969
 ​ ​ ​ Market Comparables ​ ​ Market Yield (%) ​ ​
17.7% – 19.0%
​ ​
18.4%
​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Net Aircraft Book Value Multiple (x)
​ ​
1.0x – 1.0x
​ ​
1.0x
​
​ ​ ​ ​
​
6,655
 ​ ​ ​ Market Quotes ​ ​ Indicative Dealer Quotes ​ ​
71.3% – 99.6%
​ ​
61.9%
​
Equity/Other ​ ​ ​
​
42,939
 ​ ​ ​ Market Comparables ​ ​ Capacity Multiple ($/kW) ​ ​
$1,875.0 – $2,125.0
​ ​
$2,000.0
​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ EBITDA Multiples (x) ​ ​
4.0x – 14.3x
​ ​
7.4x
​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Net Aircraft Book Value Multiple (x)
​ ​
1.0x – 1.0x
​ ​
1.0x
​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Production Multiples (Mboe/d) ​ ​
$31,250.0 – $38,750.0
​ ​
$35,795.1
​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Proved Reserves Multiples (Mmboe)
​ ​
$7.0 – $13.8
​ ​
$12.3
​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ PV-10 Multiples (x) ​ ​
0.8x – 1.3x
​ ​
0.9x
​
​ ​ ​ ​
​
426
 ​ ​ ​ Option Valuation
Model 		​ ​ Volatility (%) ​ ​
30.0% – 30.0%
​ ​
30.0%
​
​ ​ ​ ​
​
27,048
 ​ ​ ​ Other(2) ​ ​ Other(2) ​ ​
N/A
​ ​
N/A
​
​ ​ ​ ​
​
966
 ​ ​ ​ Cost ​ ​ Cost ​ ​
100.0% – 100.0%
​ ​
100.0%
​
Total
​ ​ ​
$
2,597,010
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Total Return Swap
​ ​ ​
$
(22,062)
 ​ ​ ​ Market Quotes ​ ​ Indicative Dealer Quotes ​ ​
89.1% – 100.0%
​ ​
95.9%
​
​
(1)
Investments using a market quotes valuation technique were valued by using the midpoint of the prevailing bid and ask prices from dealers on the date of the relevant period end, which were provided by independent third-party pricing services and screened for validity by such services, with the exception of investments in the TRS, which was valued by using the bid price from dealers on the date of the relevant period end. Investments valued using an EBITDA multiple or a revenue multiple pursuant to the market comparables valuation technique may be conducted using an enterprise valuation waterfall analysis. For investments utilizing a market comparables valuation technique, a significant increase (decrease) in the market yield, in isolation, would result in a significantly lower (higher) fair value measurement, and a significant increase (decrease) in any of the valuation multiples, in isolation, would result in a significantly higher (lower) fair value measurement. For investments utilizing a discounted cash flow valuation technique, a significant increase (decrease) in the discount rate, in isolation, would result in a significantly lower (higher) fair value measurement. For investments utilizing an option valuation model valuation technique, a significant increase (decrease) in the volatility, in isolation, would result in a significantly higher (lower) fair value measurement.
​
(2)
Fair value based on expected outcome of proposed corporate transactions and/or other factors.
​
49
TABLE OF CONTENTS
FS Investment Corporation III
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
​
 
Note 9. Financing Arrangements
The following tables present summary information with respect to the Company’s outstanding financing arrangements as of September 30, 2019 and December 31, 2018. For additional information regarding these financing arrangements, see the notes to the Company’s audited consolidated financial statements contained in its annual report on Form 10-K for the year ended December 31, 2018. Any significant changes to the Company’s financing arrangements during the three months ended September 30, 2019 are discussed below.
​ ​ ​
As of September 30, 2019
(Unaudited)
​
Arrangement
​ ​
Type of Arrangement
​ ​
Rate
​ ​
Amount
Outstanding
​ ​
Amount
Available
​ ​
Maturity Date
​
BNP Facility(1)
 ​ ​
Prime Brokerage Facility
​ ​
L+1.25%
​ ​ ​ $ 100,000 ​ ​ ​ ​ $ 24,616(2) ​ ​ ​
March 27, 2020(3)
 ​
Deutsche Bank Credit Facility(1)
 ​ ​
Revolving Credit Facility
​ ​
L+2.00%
​ ​ ​ ​ 331,800 ​ ​ ​ ​ ​ 168,200 ​ ​ ​
February 26, 2024
​
JPM Credit Facility(1)
 ​ ​
Revolving Credit Facility
​ ​
L+2.50%
​ ​ ​ ​ 320,000 ​ ​ ​ ​ ​ 80,000 ​ ​ ​
July 15, 2022
​
Goldman Facility(1)
 ​ ​
Term Loan Credit Facility
​ ​
L+2.50%
​ ​ ​ ​ 300,000 ​ ​ ​ ​ ​ — ​ ​ ​
December 15, 2019
​
Senior Secured Revolving Credit Facility(1)
 ​ ​
Revolving Credit Facility
 ​ ​
L+ 2.00% – 
2.25%(4)
 ​ ​ ​ ​ 405,254(5) ​ ​ ​ ​ ​ 319,746 ​ ​ ​
August 9, 2023
​
Total
​ ​ ​ ​ ​ ​ ​ ​ ​ $ 1,457,054 ​ ​ ​ ​ $ 592,562 ​ ​ ​ ​ ​
Citibank Total Return Swap
 ​ ​
Total Return Swap
​ ​
L+1.55%
​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​
N/A(6)
 ​
​ ​ ​
As of December 31, 2018
​
Arrangement
​ ​
Type of Arrangement
​ ​
Rate
​ ​
Amount
Outstanding
​ ​
Amount
Available
​ ​
Maturity Date
​
BNP Facility(1)
 ​ ​
Prime Brokerage Facility
​ ​
L+1.25%
​ ​ ​ $ — ​ ​ ​ ​ $ 250,000 ​ ​ ​
June 15, 2019(3)
 ​
Deutsche Bank Credit Facility(1)
 ​ ​
Revolving Credit Facility
​ ​
L+2.25%
​ ​ ​ ​ 269,000 ​ ​ ​ ​ ​ 81,000 ​ ​ ​
September 22, 2019
​
JPM Credit Facility(1)
 ​ ​
Revolving Credit Facility
​ ​
L+2.50%
​ ​ ​ ​ 340,000 ​ ​ ​ ​ ​ 60,000 ​ ​ ​
July 15, 2022
​
Goldman Facility(1)
 ​ ​
Repurchase Agreement
​ ​
L+2.50%
​ ​ ​ ​ 300,000 ​ ​ ​ ​ ​ — ​ ​ ​
July 15, 2019
​
Senior Secured Revolving Credit Facility(1)
 ​ ​
Revolving Credit Facility
 ​ ​
L+2.00% – 
2.25%(4)
 ​ ​ ​ ​ 290,594(7) ​ ​ ​ ​ ​ 359,406 ​ ​ ​
August 9, 2023
​
Total
​ ​ ​ ​ ​ ​ ​ ​ ​ $ 1,199,594 ​ ​ ​ ​ $ 750,406 ​ ​ ​ ​ ​
Citibank Total Return Swap
 ​ ​
Total Return Swap
​ ​
L+1.55%
​ ​ ​ $ 145,371 ​ ​ ​ ​ $ 4,629 ​ ​ ​
N/A(6)
 ​
​
(1)
The carrying amount outstanding under the facility approximates its fair value.
​
(2)
The amount available under the BNP Facility is calculated based on the value of the pledged collateral, rather than BNPP’s commitment. The Company may borrow amounts in excess of BNPP’s commitment, at the discretion of BNPP, to the extent the pledged collateral provides sufficient coverage for additional borrowings.
​
(3)
On June 12, 2019, Burholme Funding LLC entered into an amendment to the BNP Facility to, among other things, reduce the termination period notice from 270 days to 179 days by either party. As of September 30, 2019, neither party to the facility had provided notice of its intent to terminate the facility.
​
(4)
The spread over LIBOR is determined by reference to the ratio of the value of the borrowing base to the aggregate amount of certain outstanding indebtedness of the Company.
​
(5)
Amount includes borrowings in U.S. dollars, Canadian dollars, Australian dollars, Euros and pounds sterling. Canadian dollar balance outstanding of CAD $48,900 has been converted to U.S. dollars at an exchange rate of CAD $1.00 to $0.76 as of September 30, 2019, Australian dollar balance outstanding of AUD $55,400 has been converted to U.S. dollars at an exchange
​
​
50
TABLE OF CONTENTS
FS Investment Corporation III
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
​
 
Note 9. Financing Arrangements (continued)
 
rate of AUD $1.00 to $0.67 as of September 30, 2019, Euro balance outstanding of €51,950 has been converted to U.S. dollars at an exchange rate of €1.00 to $1.09 as of September 30, 2019 and Pound sterling balance outstanding of £19,750 has been converted to U.S. dollars at an exchange rate of £1.00 to $1.23 as of September 30, 2019 to reflect total amount outstanding in U.S. dollars.
(6)
The TRS may be terminated by Center City Funding or Citibank on or after September 30, 2019, in each case, in whole or in part, upon prior written notice to the other party. Center City Funding and Citibank mutually agreed to an orderly winddown of the TRS through purchases of all of the assets underlying the TRS. Accordingly, the parties neither extended the optional termination date under the TRS past September 30, 2019 nor terminated the TRS on that date. The parties plan to terminate the TRS when all assets underlying the TRS have been purchased and any remaining trades have been cancelled. Center City Funding has not paid, nor will pay, any termination fee as a result of the orderly winddown and ultimate termination of the TRS.
​
(7)
Amount includes borrowings in U.S. dollars, Canadian dollars and Euros. Canadian dollar balance outstanding of CAD $5,600 has been converted to U.S. dollars at an exchange rate of CAD $1.00 to $0.73 as of December 31, 2018 and Euro balance outstanding of €1,300 has been converted to U.S. dollars at an exchange rate of EUR €1.00 to $1.15 as of December 31, 2018 to reflect total amount outstanding in U.S. dollars.
​
For the three and nine months ended September 30, 2019 and 2018, the components of total interest expense for the Company’s financing arrangements were as follows:
​ ​ ​
Three Months Ended September 30,
​
​ ​ ​
2019
​ ​
2018
​
Arrangement(1)
 ​ ​
Interest
Expense(2)
 ​ ​
Amortization of
Deferred
Financing Costs
​ ​
Total
Interest
Expense
​ ​
Interest
Expense(2)
 ​ ​
Amortization of
Deferred
Financing Costs
​ ​
Total
Interest
Expense
​
BNP Facility
 ​ ​ ​ $ 1,129 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 1,129 ​ ​ ​ ​ $ 775 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 775 ​ ​
Deutsche Bank Credit Facility
 ​ ​ ​ ​ 4,426 ​ ​ ​ ​ ​ 197 ​ ​ ​ ​ ​ 4,623 ​ ​ ​ ​ ​ 3,899 ​ ​ ​ ​ ​ 235 ​ ​ ​ ​ ​ 4,134 ​ ​
JPM Credit Facility
 ​ ​ ​ ​ 4,392 ​ ​ ​ ​ ​ 152 ​ ​ ​ ​ ​ 4,544 ​ ​ ​ ​ ​ 5,878 ​ ​ ​ ​ ​ 144 ​ ​ ​ ​ ​ 6,022 ​ ​
Goldman Facility
 ​ ​ ​ ​ 3,670 ​ ​ ​ ​ ​ 32 ​ ​ ​ ​ ​ 3,702 ​ ​ ​ ​ ​ 3,711 ​ ​ ​ ​ ​ 100 ​ ​ ​ ​ ​ 3,811 ​ ​
Capital One Credit Facility
 ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 341 ​ ​ ​ ​ ​ 587 ​ ​ ​ ​ ​ 928 ​ ​
Senior Secured Revolving Credit Facility
 ​ ​ ​ ​ 4,864 ​ ​ ​ ​ ​ 260 ​ ​ ​ ​ ​ 5,124 ​ ​ ​ ​ ​ 1,911 ​ ​ ​ ​ ​ 128 ​ ​ ​ ​ ​ 2,039 ​ ​
Total ​ ​ ​ $ 18,481 ​ ​ ​ ​ $ 641 ​ ​ ​ ​ $ 19,122 ​ ​ ​ ​ $ 16,515 ​ ​ ​ ​ $ 1,194 ​ ​ ​ ​ $ 17,709 ​ ​
​
​ ​ ​
Nine Months Ended September 30,
​
​ ​ ​
2019
​ ​
2018
​
Arrangement(1)
 ​ ​
Interest
Expense(2)
 ​ ​
Amortization of
Deferred
Financing Costs
​ ​
Total
Interest
Expense
​ ​
Interest
Expense(2)
 ​ ​
Amortization of
Deferred
Financing Costs
​ ​
Total
Interest
Expense
​
BNP Facility
 ​ ​ ​ $ 2,967 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 2,967 ​ ​ ​ ​ $ 4,094 ​ ​ ​ ​ $ — ​ ​ ​ ​ $ 4,094 ​ ​
Deutsche Bank Credit Facility
 ​ ​ ​ ​ 12,819 ​ ​ ​ ​ ​ 524 ​ ​ ​ ​ ​ 13,343 ​ ​ ​ ​ ​ 11,694 ​ ​ ​ ​ ​ 698 ​ ​ ​ ​ ​ 12,392 ​ ​
JPM Credit Facility
 ​ ​ ​ ​ 14,273 ​ ​ ​ ​ ​ 446 ​ ​ ​ ​ ​ 14,719 ​ ​ ​ ​ ​ 15,232 ​ ​ ​ ​ ​ 216 ​ ​ ​ ​ ​ 15,448 ​ ​
Goldman Facility
 ​ ​ ​ ​ 11,482 ​ ​ ​ ​ ​ 230 ​ ​ ​ ​ ​ 11,712 ​ ​ ​ ​ ​ 10,430 ​ ​ ​ ​ ​ 297 ​ ​ ​ ​ ​ 10,727 ​ ​
Capital One Credit Facility
 ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 3,537 ​ ​ ​ ​ ​ 724 ​ ​ ​ ​ ​ 4,261 ​ ​
Senior Secured Revolving Credit Facility
 ​ ​ ​ ​ 17,704 ​ ​ ​ ​ ​ 740 ​ ​ ​ ​ ​ 18,444 ​ ​ ​ ​ ​ 1,911 ​ ​ ​ ​ ​ 128 ​ ​ ​ ​ ​ 2,039 ​ ​
Total ​ ​ ​ $ 59,245 ​ ​ ​ ​ $ 1,940 ​ ​ ​ ​ $ 61,185 ​ ​ ​ ​ $ 46,898 ​ ​ ​ ​ $ 2,063 ​ ​ ​ ​ $ 48,961 ​ ​
​
(1)
Borrowings of each of the Company’s wholly-owned financing subsidiaries are considered borrowings of the Company for purposes of complying with the asset coverage requirements applicable to BDCs under the 1940 Act.
​
(2)
Interest expense may include the effect of non-usage fees, administration fees and/or make-whole fees.
​
​
51
TABLE OF CONTENTS
FS Investment Corporation III
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
​
 
Note 9. Financing Arrangements (continued)
 
The Company’s average borrowings and weighted average interest rate, including the effect of non-usage fees, for the nine months ended September 30, 2019 were $1,533,844 and 5.09%, respectively. As of September 30, 2019, the Company’s weighted average effective interest rate on borrowings was 4.61%.
The Company’s average borrowings and weighted average interest rate, including the effect of non-usage fees, for the nine months ended September 30, 2018 were $1,343,639 and 4.67%, respectively. As of September 30, 2018, the Company’s weighted average effective interest rate on borrowings, including the effect of non-usage fees, was 4.79%.
Under its financing arrangements, the Company has made certain representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar financing arrangements. The Company was in compliance with all covenants required by its financing arrangements as of September 30, 2019 and December 31, 2018.
Goldman Facility
On July 10, 2019, Germantown Funding LLC and Society Hill Funding LLC, wholly-owned financing subsidiaries of the Company, and Goldman Sachs Bank USA, or Goldman Sachs, effected a series of transactions to refinance the Goldman Facility through a $300,000 senior-secured term loan with Goldman Sachs as administrative agent and lender. The events described below took place in connection with the refinancing.
On July 10, 2019, Germantown Funding LLC entered into a credit agreement, or the Germantown Funding Credit Agreement and, together with the related transaction documents, the Germantown Credit Facility, with Goldman Sachs, as lender, sole lead arranger, administrative agent and calculation agent, and Wells Fargo Bank, National Association, as collateral agent and collateral administrator, pursuant to which Goldman Sachs advanced $300,000 to Germantown Funding LLC. Borrowings under the Germantown Credit Facility accrue interest at a rate equal to three-month LIBOR plus 250 basis points per annum and any amounts borrowed under the Germantown Credit Facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on December 15, 2019.
Under the Germantown Credit Facility, Germantown Funding LLC made certain customary representations and warranties and is required to comply with various customary covenants, reporting requirements and other requirements.
The Germantown Funding Credit Agreement contains “Events of Default” for similar financing transactions, including: (i) the failure by Germantown Funding LLC to make principal payment when due or any other payments under the Germantown Funding Credit Agreement within five business days of when they are due; (ii) the failure by Germantown Funding LLC to disburse amounts in excess of  $1 in accordance with the priority of payments within 10 business days of when they are due; (iii) the failure by Germantown Funding LLC (or its written admission that it will be unable) to pay its debts as they become due; (iv) the insolvency or bankruptcy of Germantown Funding LLC; (v) breaches of representations or warranties by Germantown Funding LLC or the Company in any material respect; (vi) the failure by Germantown Funding LLC to comply with certain covenants and obligations under the Germantown Credit Facility (including the failure to post cash margin as required), subject to customary grace periods; and (vii) the failure by Germantown Funding LLC to commit to sell any portfolio assets that become defaulted obligations within 30 days, subject to extension so long as Germantown Funding continues to use commercially reasonable efforts to sell such defaulted assets thereafter.
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FS Investment Corporation III
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
​
 
Note 9. Financing Arrangements (continued)
 
Upon the occurrence and during the continuation of an “Event of Default,” Goldman Sachs may declare the outstanding advances and all other obligations under the Germantown Funding Credit Agreement immediately due and payable. The occurrence of an “Event of Default” also triggers a requirement that the Company obtain the consent of Goldman Sachs prior to acting on behalf of, or otherwise directing, Germantown Funding LLC in connection with any sale or disposition with respect to portfolio assets.
Germantown Funding LLC’s obligations to Goldman Sachs under the Germantown Credit Facility are secured by a first priority security interest in substantially all of the assets of Germantown Funding LLC, including its portfolio of assets. The obligations of Germantown Funding LLC under the Germantown Credit Facility are non-recourse to the Company, and the Company’s exposure under the Germantown Credit Facility is limited to the value of the Company’s investment in Germantown Funding LLC. Borrowings of Germantown Funding LLC will be considered borrowings of the Company for purposes of complying with the asset coverage requirements under the 1940 Act, applicable to business development companies.
In connection with the Germantown Credit Facility, the Company, Germantown Funding LLC, Society Hill Funding LLC and Goldman Sachs terminated the Goldman Sachs Repurchase Facility by (i) effecting a cancellation of the floating rate notes issued by Germantown Funding LLC to Society Hill Funding LLC pursuant to an indenture, dated June 18, 2015, or as may have been amended, modified or supplemented from time to time, the Indenture; (ii) discharging the Indenture; and (iii) terminating the Master Repurchase Agreement, dated June 18, 2015, as may have been amended, modified or supplemented from time to time.
The Company and/or its subsidiaries paid certain fees to Goldman Sachs in connection with the Germantown Credit Facility, the termination of the Goldman Sachs Repurchase Facility and the related transactions.
Citibank Total Return Swap
Counterparty
​ ​
Description
​ ​
Termination Date
​ ​
Value as of
September 30,
2019
​
Citibank ​ ​ A TRS is a contract in which one party agrees to make periodic payments to another party based on the change in the market value of the assets underlying the TRS, which may include a specified security, basket of securities or securities indices during a specified period, in return for periodic payments based on a fixed or variable interest rate. ​ ​ Citibank may terminate the TRS at any time upon providing no less than 30 days prior notice to Center City Funding. Center City Funding may terminate the TRS at any time upon providing no more than 30 days, and no less than 10 days, prior notice to Citibank. Citibank and Center City Funding mutually agreed to an orderly winddown of the TRS through purchases of all of the assets underlying the TRS. The parties plan to terminate the TRS when all assets underlying the TRS have been purchased and any remaining trades have been canceled. ​ ​
$(5,974)
 ​
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FS Investment Corporation III
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
​
 
Note 9. Financing Arrangements (continued)
 
As of September 30, 2019 and December 31, 2018, the fair value of the TRS was $(5,974) and $(22,062), respectively, which is reflected in the Company’s consolidated balance sheets as unrealized appreciation (depreciation) on total return swap. As of September 30, 2019 and December 31, 2018, the receivable due on the TRS was $798 and $1,071, respectively, which is reflected in the Company’s consolidated balance sheets as receivable due on total return swap. As of September 30, 2019, all assets held within the TRS were sold.
As of September 30, 2019 and December 31, 2018, the Company posted $36,038 and $128,764, respectively, in cash collateral held by Citibank (of which only $34,002 and $119,616, respectively, was required to be posted). The cash collateral held by Citibank is reflected in the Company’s consolidated balance sheets as due from counterparty. The Company does not offset collateral posted in relation to the TRS with any unrealized appreciation (depreciation) outstanding on the consolidated balance sheets as of September 30, 2019 and December 31, 2018.
For the nine months ended September 30, 2019 and 2018, transactions in the TRS resulted in net realized gain (loss) on total return swap of  $(13,641) and $14,258, respectively, and unrealized appreciation (depreciation) on total return swap of  $16,088 and $(6,246), respectively, which are reflected in the Company’s consolidated statements of operations.
Note 10. Commitments and Contingencies
The Company enters into contracts that contain a variety of indemnification provisions. The Company’s maximum exposure under these arrangements is unknown; however, the Company has not had prior claims or losses pursuant to these contracts. The Advisor has reviewed the Company’s existing contracts and expects the risk of loss to the Company to be remote.
The Company is not currently subject to any material legal proceedings and, to the Company’s knowledge, no material legal proceedings are threatened against the Company. From time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Company’s rights under contracts with its portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, the Company does not expect that any such proceedings will have a material effect upon its financial condition or results of operations.
Unfunded commitments to provide funds to portfolio companies are not recorded in the Company’s condensed consolidated statements of assets and liabilities. Since these commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. The Company has sufficient liquidity to fund these commitments. As of September 30, 2019, the Company’s unfunded commitments consisted of the following:
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FS Investment Corporation III
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
​
 
Note 10. Commitments and Contingencies (continued)
 
Category/Company(1)
 ​ ​
Commitment
Amount
​
Senior Secured Loans—First Lien ​ ​ ​ ​ ​ ​ ​
5 Arch Income Fund 2, LLC
 ​ ​ ​ $ 35,092 ​ ​
All Systems Holding LLC
 ​ ​ ​ ​ 11,970 ​ ​
Apex Group Limited
 ​ ​ ​ ​ 1,911 ​ ​
Aspect Software Inc
 ​ ​ ​ ​ 2,422 ​ ​
Conservice LLC
 ​ ​ ​ ​ 1,434 ​ ​
Conservice LLC
 ​ ​ ​ ​ 1,224 ​ ​
CSafe Global
 ​ ​ ​ ​ 1,565 ​ ​
CSafe Global
 ​ ​ ​ ​ 5,217 ​ ​
Eagle Family Foods Inc
 ​ ​ ​ ​ 2,009 ​ ​
Entertainment Benefits Group LLC
 ​ ​ ​ ​ 2,017 ​ ​
Greystone Equity Member Corp
 ​ ​ ​ ​ 9,558 ​ ​
HM Dunn Co Inc
 ​ ​ ​ ​ 247 ​ ​
Industria Chimica Emiliana Srl
 ​ ​ ​ ​ 6,863 ​ ​
J S Held LLC
 ​ ​ ​ ​ 3,102 ​ ​
J S Held LLC
 ​ ​ ​ ​ 7,207 ​ ​
Kodiak BP LLC
 ​ ​ ​ ​ 5,609 ​ ​
Lipari Foods LLC
 ​ ​ ​ ​ 21,437 ​ ​
Monitronics International Inc
 ​ ​ ​ ​ 25,541 ​ ​
North Haven Cadence Buyer Inc
 ​ ​ ​ ​ 750 ​ ​
North Haven Cadence Buyer Inc
 ​ ​ ​ ​ 5,083 ​ ​
Sungard Availability Services Capital Inc
 ​ ​ ​ ​ 1,710 ​ ​
Zeta Interactive Holdings Corp
 ​ ​ ​ ​ 8,357 ​ ​
Asset Based Finance ​ ​ ​ ​ ​ ​ ​
Home Partners JV, Structured Mezzanine
 ​ ​ ​ ​ 11,226 ​ ​
Total ​ ​ ​ $ 171,551 ​ ​
Unfunded equity/other commitments
 ​ ​ ​ $ 123,924 ​ ​
​
(1)
May be commitments to one or more entities affiliated with the named company.
​
As of September 30, 2019, the Company’s unfunded debt commitments have a fair value representing unrealized appreciation (depreciation) of  $(227). The Company funds its equity investments as it receives funding notices from the portfolio companies. As of September 30, 2019, the Company’s unfunded equity commitments have a fair value of zero.
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FS Investment Corporation III
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
​
 
Note 11. Financial Highlights
The following is a schedule of financial highlights of the Company for the nine months ended September 30, 2019 and the year ended December 31, 2018:
​ ​ ​
Nine Months Ended
September 30, 2019
(Unaudited)
​ ​
Year Ended
December 31, 2018
​
Per Share Data:(1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Net asset value, beginning of period
 ​ ​ ​ $ 7.60 ​ ​ ​ ​ $ 8.22 ​ ​
Results of operations(2) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Net investment income
 ​ ​ ​ ​ 0.49 ​ ​ ​ ​ ​ 0.63 ​ ​
Net realized gain (loss) and unrealized appreciation (depreciation)
 ​ ​ ​ ​ (0.15) ​ ​ ​ ​ ​ (0.55) ​ ​
Net increase (decrease) in net assets resulting from operations
 ​ ​ ​ ​ 0.34 ​ ​ ​ ​ ​ 0.08 ​ ​
Stockholder distributions(3) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Distributions from net investment income
 ​ ​ ​ ​ (0.52) ​ ​ ​ ​ ​ (0.70) ​ ​
Net decrease in net assets resulting from stockholder distributions
 ​ ​ ​ ​ (0.52) ​ ​ ​ ​ ​ (0.70) ​ ​
Capital share transactions ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Issuance of common stock(4)
 ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Repurchases of common stock(5)
 ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Net increase in net assets resulting from capital share transactions
 ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Net asset value, end of period
 ​ ​ ​ $ 7.42 ​ ​ ​ ​ $ 7.60 ​ ​
Shares outstanding, end of period
 ​ ​ ​ ​ 292,986,312 ​ ​ ​ ​ ​ 290,353,680 ​ ​
Total return(6)
 ​ ​ ​ ​ 4.49% ​ ​ ​ ​ ​ 0.71% ​ ​
Total return (without assuming reinvestment of distributions)(6)
 ​ ​ ​ ​ 4.47% ​ ​ ​ ​ ​ 0.97% ​ ​
Ratio/Supplemental Data: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Net assets, end of period
 ​ ​ ​ $ 2,174,638 ​ ​ ​ ​ $ 2,206,971 ​ ​
Ratio of net investment income to average net assets(7)
 ​ ​ ​ ​ 8.55% ​ ​ ​ ​ ​ 7.84% ​ ​
Ratio of operating expenses to average net assets(7)
 ​ ​ ​ ​ 8.72% ​ ​ ​ ​ ​ 7.38% ​ ​
Ratio of net operating expenses to average net assets(7)
 ​ ​ ​ ​ 8.72% ​ ​ ​ ​ ​ 7.27% ​ ​
Portfolio turnover(8)
 ​ ​ ​ ​ 31.13% ​ ​ ​ ​ ​ 38.40% ​ ​
Total amount of senior securities outstanding, exclusive of treasury securities
 ​ ​ ​ $ 1,423,052 ​ ​ ​ ​ $ 1,225,349 ​ ​
Asset coverage per unit(9)
 ​ ​ ​ ​ 2.53 ​ ​ ​ ​ ​ 2.80 ​ ​
​
(1)
Per share data may be rounded in order to recompute the ending net asset value per share.
​
(2)
The per share data was derived by using the weighted average shares outstanding during the applicable period.
​
(3)
The per share data for distributions reflects the actual amount of distributions paid per share during the applicable period.
​
(4)
The issuance of common stock on a per share basis reflects the incremental net asset value changes as a result of the issuance of shares of common stock in the Company’s continuous public offering and pursuant to the DRP. The issuance of common stock at a price, net of selling commissions and dealer manager fees, that is greater than the net asset value per share results in an increase in net asset value per share.
​
(5)
The per share impact of the Company’s repurchases of common stock is a reduction to net asset value of less than $0.01 per share during each period.
​
(6)
The total return based on net asset value for each period presented was calculated by taking the net asset value per share as of the end of the applicable period, adding the cash distributions per share that were declared during the applicable period and dividing the total by the net asset value per share at the beginning of the applicable period. Total return based on net asset value does not consider the effect of any sales commissions or charges that may be incurred in connection with the sale of shares of the Company’s common stock. The historical calculation of total return based on net asset value in the table should not be
​
​
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FS Investment Corporation III
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
​
 
Note 11. Financial Highlights (continued)
 
considered a representation of the Company’s future total return based on net asset value, which may be greater or less than the return shown in the table due to a number of factors, including the Company’s ability or inability to make investments in companies that meet its investment criteria, the interest rates payable on the debt securities the Company acquires, the level of the Company’s expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which the Company encounter competition in its markets and general economic conditions. As a result of these factors, results for any previous period should not be relied upon as being indicative of performance in future periods. The total return calculations set forth above represent the total return on the Company’s investment portfolio during the applicable period and do not represent an actual return to stockholders.
(7)
Weighted average net assets during the applicable period are used for this calculation. Ratios for the nine months ended September 30, 2019 are annualized. Annualized ratios for the nine months ended September 30, 2019 are not necessarily indicative of the ratios that may be expected for the year ending December 31, 2019. The following is a schedule of supplemental ratios for the nine months ended September 30, 2019 and the year ended December 31, 2018:
​
​ ​ ​
Nine Months Ended
September 30, 2019
(Unaudited)
​ ​
Year Ended
December 31, 2018
​
Ratio of subordinated income incentive fees to average net assets
 ​ ​ ​ ​ 1.80% ​ ​ ​ ​ ​ 1.52% ​ ​
Ratio of interest expense to average net assets
 ​ ​ ​ ​ 3.72% ​ ​ ​ ​ ​ 2.84% ​ ​
(8)
Portfolio turnover for the nine months ended September 30, 2019 is not annualized.
​
(9)
Asset coverage per unit is the ratio of the carrying value of the Company’s total consolidated assets, less liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness.
​
Note 12. Fund Mergers
Pending Merger with FSIC II
On May 31, 2019, the Funds entered into the Merger Agreement with Merger Sub 1, Merger Sub 2, Merger Sub 3 and the Advisor. The Merger Agreement provides that, subject to the conditions set forth in the Merger Agreement, (i) Merger Sub 1 will merge with and into the Company, with the Company continuing as the surviving company and as a wholly-owned subsidiary of FSIC II, and, immediately thereafter, the Company will merge with and into FSIC II, with FSIC II continuing as the surviving company, (ii) Merger Sub 2 will merge with and into CCT II, with CCT II continuing as the surviving company and as a wholly-owned subsidiary of FSIC II, and, immediately thereafter, CCT II will merge with and into FSIC II, with FSIC II continuing as the surviving company and (iii) Merger Sub 3 will merge with and into FSIC IV, with FSIC IV continuing as the surviving company and as a wholly-owned subsidiary of FSIC II, and, immediately thereafter, FSIC IV will merge with and into FSIC II, with FSIC II continuing as the surviving company. The parties to the Merger Agreement intend the Mergers to be treated as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
In the Mergers, each share of the Company’s common stock, CCT II common stock and FSIC IV common stock issued and outstanding immediately prior to the effective time of Merger 1A, Merger 2A and Merger 3A, respectively, will be converted into the right to receive a number of shares of FSIC II common stock equal to an exchange ratio with respect to the applicable Merger, to be determined in connection with the closing of such Merger, or each, the applicable Exchange Ratio. The Exchange Ratio for each of Merger 1A, Merger 2A and Merger 3A will equal the net asset value per share of the Company’s common stock, CCT II common stock and FSIC IV common stock, respectively (determined, in each case, no earlier than 48 hours (excluding Sundays and holidays) prior to the closing date of the applicable Merger), divided by the net asset value per share of FSIC II common stock (determined, in each case, no earlier than 48 hours (excluding Sundays and holidays) prior to the closing date of the applicable Merger).
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FS Investment Corporation III
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
​
 
Note 12. Fund Mergers (continued)
 
Consummation of the Mergers, which is currently anticipated to occur during the fourth quarter of 2019, is subject to certain closing conditions, including (1) requisite approvals of the applicable Funds’ stockholders, (2) certain required charter amendments for each of the Funds, (3) the absence of certain legal impediments to the consummation of the Mergers, (4) effectiveness of the registration statement on Form N-14, which includes a joint proxy statement of the Funds and a prospectus of FSIC II, and (5) subject to certain exceptions, the accuracy of the representations and warranties and compliance with the covenants of each party to the Merger Agreement. Merger 1A (involving a wholly-owned subsidiary of FSIC II and the Company) is a condition precedent to each of the Mergers. No other Merger is a condition precedent to Merger 1A. Therefore, Merger 1A will occur even if Merger 2A (involving a wholly-owned subsidiary of FSIC II and CCT II) and Merger 3A (involving a wholly-owned subsidiary of FSIC II and FSIC IV) do not occur.
The Merger Agreement also contains certain termination rights in favor of each Fund including if the Mergers are not completed on or before May 31, 2020 or if the requisite approvals of the applicable Fund’s stockholders are not obtained.
On November 6, 2019, each of the Funds held its annual stockholder meeting at which stockholders voted on the applicable Mergers, the Recapitalization Transactions and certain other proposals. The stockholders of each of the Funds approved the applicable Mergers and the Recapitalization Transaction, but each of the Company, FSIC II and FSIC IV adjourned its respective annual stockholder meeting until November 22, 2019 with respect to certain other proposals, including proposals necessary to consummate the Mergers and the Recapitalization Transaction. The stockholders of CCT II approved all proposals necessary to consummate the Mergers and the Recapitalization Transaction.
Note 13. Subsequent Events
On November 7, 2019, the Company entered into an amended and restated senior secured revolving credit facility, or the Amended and Restated Senior Secured Revolving Credit Facility, with FS KKR Capital Corp., or FSK, and FSIC II, as borrowers, JPMorgan Chase Bank, N.A., or JPMorgan, as administrative agent, ING Capital LLC, or ING, as collateral agent, and the lenders party thereto, which amended and restated the senior secured revolving credit facility originally entered into on August 9, 2018, among the Company, FSK (as successor by merger to FS Investment Corporation and Corporate Capital Trust, Inc.), and FSIC II, as borrowers, JPMorgan, as administrative agent, ING, as collateral agent, and the lenders party thereto. The Amended and Restated Senior Secured Revolving Credit Facility provides for borrowings in U.S. dollars and certain agreed upon foreign currencies in an initial aggregate amount of up to $3,890,000 with an option for the Company to request, at one or more times, that existing and/or new lenders, at their election, provide up to $1,945,000 of additional commitments. The Amended and Restated Senior Secured Revolving Credit Facility initially provides for a sublimit available for the Company to borrow up to $837,500 of the total facility amount, subject to increase or reduction from time to time pursuant to the terms of the Amended and Restated Senior Secured Revolving Credit Facility and the oversight and approval of the Company’s board of directors. A sublimit of the total facility amount also is available to each of FSK and FSIC II, as additional borrowers, and the obligations of the other borrowers under the Amended and Restated Senior Secured Revolving Credit Facility are several (and not joint) in all respects. The Amended and Restated Senior Secured Revolving Credit Facility provides for the issuance of letters of credit in an initial aggregate face amount of up to $400,000, with a sublimit available for the Company to request the issuance of letters of credit in an aggregate face amount of up to $37,677, subject to increase or reduction from time to time pursuant to the terms of the Amended and Restated Senior Secured Revolving Credit Facility.
Availability under the Amended and Restated Senior Secured Revolving Credit Facility will terminate on November 7, 2023, or the Revolver Termination Date, and the outstanding loans under the Amended
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FS Investment Corporation III
Notes to Unaudited Consolidated Financial Statements (continued)
(in thousands, except share and per share amounts)
​
 
Note 13. Subsequent Events (continued)
 
and Restated Senior Secured Revolving Credit Facility will mature on November 7, 2024. The Amended and Restated Senior Secured Revolving Credit Facility also requires mandatory prepayment of interest and principal upon certain events during the term-out period commencing on the Revolver Termination Date and at certain other times when the Company’s adjusted asset coverage ratio is less than 185%.Borrowings under the Amended and Restated Senior Secured Revolving Credit Facility are subject to compliance with a borrowing base test. Interest under the Amended and Restated Senior Secured Revolving Credit Facility for (i) loans for which the Company elects the base rate option, (A) (1) so long as the Company remains unlisted, 0.25%, plus (2) if the value of the borrowing base is equal to or greater than 1.85 times the aggregate amount of certain outstanding indebtedness of the Company, or the Combined Debt Amount, is payable at an “alternate base rate” (which is the greatest of  (a) the prime rate as publicly announced by JPMorgan, (b) the sum of  (x) the greater of  (I) the federal funds effective rate and (II) the overnight bank funding rate plus (y) 0.5%, and (c) the one month LIBOR plus 1% per annum) plus 0.75% and, (B) (1) so long as the Company remains unlisted, 0.25%, plus (2) if the value of the borrowing base is less than 1.85 times the Combined Debt Amount, the alternate base rate plus 1.00%; and (ii) loans for which the Company elects the Eurocurrency option (A) (1) so long as the Company remains unlisted, 0.25%, plus (2) if the value of the borrowing base is equal to or greater than 1.85 times the Combined Debt Amount, is payable at a rate equal to LIBOR plus 1.75% and (B) (1) so long as the Company remains unlisted, 0.25%, plus (2) if the value of the borrowing base is less than 1.85 times the Combined Debt Amount, is payable at a rate equal to LIBOR plus 2.00%. The Company will pay a commitment fee of at least 0.375% and up to 0.50% per annum (based on the immediately preceding quarter’s average usage) on the unused portion of its sublimit under the Amended and Restated Senior Secured Revolving Credit Facility during the revolving period. The Company also will be required to pay letter of credit participation fees and a fronting fee on the average daily amount of any lender’s exposure with respect to any letters of credit issued at the request of the Company under the Amended and Restated Senior Secured Revolving Credit Facility.
In connection with the Amended and Restated Senior Secured Revolving Credit Facility, the Company has made certain representations and warranties and must comply with various covenants and reporting requirements customary for facilities of this type. In addition, the Company must comply with the following financial covenants: (a) the Company must maintain a minimum shareholders’ equity, measured as of each fiscal quarter end; and (b) the Company must maintain at all times a 150% asset coverage ratio (or, if greater, the statutory requirement then applicable to the Company).
The Amended and Restated Senior Secured Revolving Credit Facility contains events of default customary for facilities of this type. Upon the occurrence of an event of default, JPMorgan, at the instruction of the lenders, may terminate the commitments and declare the outstanding advances and all other obligations under the Amended and Restated Senior Secured Revolving Credit Facility immediately due and payable.
The Company’s obligations under the Amended and Restated Senior Secured Revolving Credit Facility are guaranteed by certain of the Company’s subsidiaries. The Company’s obligations under the Amended and Restated Senior Secured Revolving Credit Facility are secured by a first priority security interest in substantially all of the assets of the Company and certain of the Company’s subsidiaries.
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Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(in thousands, except share and per share amounts).
​
The information contained in this section should be read in conjunction with our unaudited consolidated financial statements and related notes thereto appearing elsewhere in this quarterly report on Form 10-Q. In this report, “we,” “us,” “our” and the “Company” refer to FS Investment Corporation III.
Forward-Looking Statements
Some of the statements in this quarterly report on Form 10-Q constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this quarterly report on Form 10-Q may include statements as to:
•
our future operating results;
​
•
our business prospects and the prospects of the companies in which we may invest;
​
•
the impact of the investments that we expect to make;
​
•
the ability of our portfolio companies to achieve their objectives;
​
•
our current and expected financings and investments;
​
•
changes in the general interest rate environment;
​
•
the adequacy of our cash resources, financing sources and working capital;
​
•
the timing and amount of cash flows, distributions and dividends, if any, from our portfolio companies;
​
•
our contractual arrangements and relationships with third parties;
​
•
actual and potential conflicts of interest with the other funds advised by the Advisor, their respective current or future investment advisers or any of their affiliates;
​
•
the dependence of our future success on the general economy and its effect on the industries in which we may invest;
​
•
our use of financial leverage;
​
•
the ability of the Advisor to locate suitable investments for us and to monitor and administer our investments;
​
•
the ability of the Advisor or its affiliates to attract and retain highly talented professionals;
​
•
our ability to maintain our qualification as a RIC and as a BDC;
​
•
the impact on our business of the Dodd-Frank Act, and the rules and regulations issued thereunder;
​
•
the effect of changes to tax legislation on us and the portfolio companies in which we may invest and our and their tax position;
​
•
the tax status of the enterprises in which we may invest; and
​
•
the Mergers, the likelihood the Mergers are completed and the anticipated timing of its completion.
​
In addition, words such as “anticipate,” “believe,” “expect” and “intend” indicate a forward-looking statement, although not all forward-looking statements include these words. The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason. Factors that could cause actual results to differ materially include:
•
changes in the economy;
​
​
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•
risks associated with possible disruption in our operations or the economy generally due to terrorism or natural disasters; and
​
•
future changes in laws or regulations and conditions in our operating areas.
​
We have based the forward-looking statements included in this quarterly report on Form 10-Q on information available to us on the date of this quarterly report on Form 10-Q. Except as required by the federal securities laws, we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise. Stockholders are advised to consult any additional disclosures that we may make directly to stockholders or through reports that we may file in the future with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. The forward-looking statements and projections contained in this quarterly report on Form 10-Q are excluded from the safe harbor protection provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act.
Overview
We were incorporated under the general corporation laws of the State of Maryland on June 7, 2013 and formally commenced investment operations on April 2, 2014. We are an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act and has elected to be treated for U.S. federal income tax purposes, and intends to qualify annually, as a RIC under Subchapter M of the Code.
We are externally managed by the Advisor pursuant to the investment advisory and administrative services agreement and supervised by our board of directors, a majority of whom are independent.
On April 9, 2018, GDFM resigned as our investment sub-adviser and terminated its investment sub-advisory agreement effective April 9, 2018. In connection with GDFM’s resignation as our investment sub-adviser, on April 9, 2018, we entered into the investment advisory and administrative services agreement with the Advisor, which replaced an investment advisory and administrative services agreement, or the FSIC III Advisor investment advisory and administrative services agreement, with our former investment adviser, FSIC III Advisor.
Our investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. We pursue our investment objective by investing primarily in the debt of middle market U.S. companies with a focus on originated transactions sourced through the network of the Advisor and its affiliates. We define direct originations as any investment where the Advisor or its affiliates negotiates the terms of the transaction beyond just the price, which, for example, may include negotiating financial covenants, maturity dates or interest rate terms. These directly originated transactions include participation in other originated transactions where there may be third parties involved, or a bank acting as an intermediary, for a closely held club, or similar transactions.
Our portfolio is comprised primarily of investments in senior secured loans and second lien secured loans of private middle market U.S. companies and, to a lesser extent, subordinated loans of private U.S. companies. Although we do not expect a significant portion of our portfolio to be comprised of subordinated loans, there is no limit on the amount of such loans in which we may invest. We may purchase interests in loans or make other debt investments, including investments in senior secured bonds, through secondary market transactions in the “over-the-counter” market or directly from our target companies as primary market or directly originated investments. In connection with our debt investments, we may on occasion receive equity interests such as warrants or options as additional consideration. We may also purchase or otherwise acquire interests in the form of common or preferred equity or equity-related securities, such as rights and warrants that may be converted into or exchanged for common stock or other equity or the cash value of common stock or other equity, in our target companies, generally in conjunction with one of our debt investments, including through the restructuring of such investments, or through a co-investment with a financial sponsor, such as an institutional investor or private equity firm. In addition, a portion of our portfolio may be comprised of corporate bonds, structured products, other debt securities and derivatives, including total return swaps and credit default swaps. The Advisor will seek to tailor our investment focus as market conditions evolve. Depending on market conditions, we may increase or
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decrease our exposure to less senior portions of the capital structure or otherwise make opportunistic investments, such as where the market price of loans, bonds or other securities reflects a lower value than deemed warranted by the Advisor’s fundamental analysis, which may occur due to general dislocations in the markets, a misunderstanding by the market of a particular company or an industry being out of favor with the broader investment community and may include event driven investments, anchor orders and structured products.
The senior secured loans, second lien secured loans and senior secured bonds in which we invest generally have stated terms of three to seven years and subordinated debt investments that we make generally have stated terms of up to ten years, but the expected average life of such securities is generally between three and seven years. However, there is no limit on the maturity or duration of any security in our portfolio. Our debt investments may be rated by a NRSRO and, in such case, generally will carry a rating below investment grade (rated lower than “Baa3” by Moody’s or lower than “BBB-” by S&P). We also invest in non-rated debt securities.
Revenues
The principal measure of our financial performance is net increase in net assets resulting from operations, which includes net investment income, net realized gain or loss on investments, net realized gain or loss on foreign currency, net realized gain or loss on total return swap, net unrealized appreciation or depreciation on investments, net unrealized gain or loss on foreign currency, net unrealized appreciation or depreciation on swap contracts and net unrealized appreciation or depreciation on total return swap.
Net investment income is the difference between our income from interest, dividends, fees and other investment income and our operating and other expenses. Net realized gain or loss on investments is the difference between the proceeds received from dispositions of portfolio investments and their amortized cost, including the respective realized gain or loss on foreign currency for those foreign denominated investment transactions. Net realized gain or loss on foreign currency is the portion of realized gain or loss attributable to foreign currency fluctuations. Net realized gain or loss on total return swap is the net monthly settlement payments received on the TRS. Net unrealized appreciation or depreciation on investments is the net change in the fair value of our investment portfolio, including the respective unrealized gain or loss on foreign currency for those foreign denominated investments. Net unrealized gain or loss on foreign currency is the net change in the value of receivables or accruals due to the impact of foreign currency fluctuations. Net unrealized appreciation or depreciation on total return swap is the net change in the fair value of the TRS.
We principally generate revenues in the form of interest income on the debt investments we hold. In addition, we may generate revenues in the form of non-recurring commitment, closing, origination, structuring or diligence fees, monitoring fees, fees for providing managerial assistance, consulting fees, prepayment fees and performance-based fees. We may also generate revenues in the form of dividends and other distributions on the equity or other securities we hold.
Expenses
Our primary operating expenses include the payment of management and incentive fees and other expenses under the investment advisory and administrative services agreement, interest expense from financing arrangements and other indebtedness, and other expenses necessary for our operations. The management and incentive fees compensate the Advisor for its work in identifying, evaluating, negotiating, executing, monitoring and servicing our investments.
The Advisor oversees our day-to-day operations, including the provision of general ledger accounting, fund accounting, legal services, investor relations, certain government and regulatory affairs activities, and other administrative services. The Advisor also performs, or oversees the performance of, our corporate operations and required administrative services, which includes being responsible for the financial records that we are required to maintain and preparing reports for our stockholders and reports filed with the SEC. In addition, the Advisor assists us in calculating our net asset value, overseeing the preparation and filing of tax returns and the printing and dissemination of reports to our stockholders, and generally overseeing the payment of our expenses and the performance of administrative and professional services rendered to us by others.
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Pursuant to the investment advisory and administrative services agreement, we reimburse the Advisor for expenses necessary to perform services related to our administration and operations, including the Advisor’s allocable portion of the compensation and related expenses of certain personnel of FS Investments and KKR Credit providing administrative services to us on behalf of the Advisor. We reimburse the Advisor no less than monthly for expenses necessary to perform services related to our administration and operations. The amount of this reimbursement is set at the lesser of  (1) the Advisor’s actual costs incurred in providing such services and (2) the amount that we estimate we would be required to pay alternative service providers for comparable services in the same geographic location. The Advisor allocates the cost of such services to us based on factors such as total assets, revenues, time allocations and/or other reasonable metrics. Our board of directors reviews the methodology employed in determining how the expenses are allocated to us and the proposed allocation of administrative expenses among us and certain affiliates of the Advisor. Our board of directors then assesses the reasonableness of such reimbursements for expenses allocated to us based on the breadth, depth and quality of such services as compared to the estimated cost to us of obtaining similar services from third-party service providers known to be available. In addition, our board of directors considers whether any single third-party service provider would be capable of providing all such services at comparable cost and quality. Finally, our board of directors compares the total amount paid to the Advisor for such services as a percentage of our net assets to the same ratio as reported by other comparable BDCs.
We bear all other expenses of our operations and transactions, including all other expenses incurred by the Advisor in performing services for us and administrative personnel paid by FS Investments and KKR Credit.
In addition, we have contracted with State Street Bank and Trust Company to provide various accounting and administrative services, including, but not limited to, preparing preliminary financial information for review by the Advisor, preparing and monitoring expense budgets, maintaining accounting and corporate books and records, processing trade information provided by us and performing testing with respect to RIC compliance.
Pending Merger with FSIC II
On May 31, 2019, the Funds, Merger Sub 1, Merger Sub 2, Merger Sub 3, and the Advisor entered into the Merger Agreement. The Merger Agreement provides that, subject to the conditions set forth in the Merger Agreement, (i) Merger Sub 1 will merge with and into the Company, with the Company continuing as the surviving company and as a wholly-owned subsidiary of FSIC II, or Merger 1A, and, immediately thereafter, the Company will merge with and into FSIC II, with FSIC II continuing as the surviving company, or Merger 1, (ii) Merger Sub 2 will merge with and into CCT II, with CCT II continuing as the surviving company and as a wholly-owned subsidiary of FSIC II, or Merger 2A, and, immediately thereafter, CCT II will merge with and into FSIC II, with FSIC II continuing as the surviving company, or Merger 2, and (iii) Merger Sub 3 will merge with and into FSIC IV, with FSIC IV continuing as the surviving company and as a wholly-owned subsidiary of FSIC II, or Merger 3A, and, immediately thereafter, FSIC IV will merge with and into FSIC II, with FSIC II continuing as the surviving company. The parties to the Merger Agreement intend the Mergers to be treated as a “reorganization” within the meaning of Section 368(a) of the Code.
In the Mergers, each share of the Company’s common stock, CCT II common stock and FSIC IV common stock issued and outstanding immediately prior to the effective time of Merger 1A, Merger 2A and Merger 3A, respectively, will be converted into the right to receive a number of shares of FSIC II common stock equal to the applicable Exchange Ratio. The Exchange Ratio for each of Merger 1A, Merger 2A and Merger 3A will equal the net asset value per share of the Company’s common stock, CCT II common stock and FSIC IV common stock, respectively (determined, in each case, no earlier than 48 hours (excluding Sundays and holidays) prior to the closing date of the applicable Merger), divided by the net asset value per share of FSIC II common stock (determined, in each case, no earlier than 48 hours (excluding Sundays and holidays) prior to the closing date of the applicable Merger).
The Merger Agreement contains representations, warranties and covenants, including, among others, covenants relating to the operation of each of the Funds’ and the Advisor’s businesses during the period prior to the closing of the Mergers. The Funds have agreed to convene and hold meetings of their respective
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stockholders for the purpose of obtaining the required approvals of the Funds’ stockholders, respectively, and have agreed to recommend that their stockholders approve their respective proposals.
The Merger Agreement provides that the board of directors or trustees of each Fund may not solicit proposals relating to alternative transactions, or, subject to certain exceptions, enter into discussions or negotiations or provide information in connection with any proposal for an alternative transaction. However, each of the Funds may, subject to certain conditions, change its recommendation to its respective stockholders, terminate the Merger Agreement and enter into an agreement with respect to a superior alternative proposal if the board of directors or trustees of such Fund determines in its reasonable good faith judgment, after consultation with its outside legal counsel, that the failure to take such action would be reasonably likely to breach its standard of conduct under applicable law (taking into account any changes to the Merger Agreement proposed by the other Funds).
Consummation of the Mergers, which is currently anticipated to occur during the fourth quarter of 2019, is subject to certain closing conditions, including (1) requisite approvals of the Funds’ stockholders (2) certain required charter amendments for each of the Funds, (3) the absence of certain legal impediments to the consummation of the Mergers, (4) effectiveness of the registration statement on Form N-14, which includes a joint proxy statement of FSIC II, CCT II, FSIC IV and the Company and a prospectus of FSIC II and (5) subject to certain exceptions, the accuracy of the representations and warranties and compliance with the covenants of each party to the Merger Agreement. Merger 1A (involving a wholly-owned subsidiary of FSIC II and the Company) is a condition precedent to each of the Mergers. No other Merger is a condition precedent to Merger 1A. Therefore, Merger 1A will occur even if Merger 2A (involving a wholly-owned subsidiary of FSIC II and CCT II) and Merger 3A (involving a wholly-owned subsidiary of FSIC II and FSIC IV) do not occur.
The Merger Agreement also contains certain termination rights in favor of each Fund including if the Mergers are not completed on or before May 31, 2020 or if the requisite approvals of the applicable Fund’s stockholders are not obtained.
On November 6, 2019, each of the Funds held its annual stockholder meeting at which stockholders voted on the applicable Mergers, the Recapitalization Transactions and certain other proposals. The stockholders of each of the Funds approved the applicable Mergers and the Recapitalization Transaction, but each of the Company, FSIC II and FSIC IV adjourned its respective annual stockholder meeting until November 22, 2019 with respect to certain other proposals, including proposals necessary to consummate the Mergers and the Recapitalization Transaction. The stockholders of CCT II approved all proposals necessary to consummate the Mergers and the Recapitalization Transaction.
Portfolio Investment Activity for the Three and Nine Months Ended September 30, 2019 and for the Year Ended December 31, 2018
Total Portfolio Activity
The following tables present certain selected information regarding our portfolio investment activity for the three and nine months ended September 30, 2019 and the year ended December 31, 2018:
Net Investment Activity
​ ​
For the Three Months Ended
September 30, 2019
​ ​
For the Nine Months Ended
September 30, 2019
​
Purchases
​ ​ ​ $ 536,022 ​ ​ ​ ​ $ 1,203,449 ​ ​
Sales and Repayments
​ ​ ​ ​ (189,126) ​ ​ ​ ​ ​ (1,108,376) ​ ​
Net Portfolio Activity
​ ​ ​ $ 346,896 ​ ​ ​ ​ $ 95,073 ​ ​
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​ ​ ​
For the Three Months Ended
September 30, 2019
​ ​
For the Nine Months Ended
September 30, 2019
​
New Investment Activity by Asset Class
​ ​
Purchases
​ ​
Percentage
​ ​
Purchases
​ ​
Percentage
​
Senior Secured Loans—First Lien
​ ​ ​ $ 393,535 ​ ​ ​ ​ ​ 73% ​ ​ ​ ​ $ 861,489 ​ ​ ​ ​ ​ 72% ​ ​
Senior Secured Loans—Second Lien
​ ​ ​ ​ 93,262 ​ ​ ​ ​ ​ 17% ​ ​ ​ ​ ​ 148,264 ​ ​ ​ ​ ​ 12% ​ ​
Other Senior Secured Debt
​ ​ ​ ​ 54 ​ ​ ​ ​ ​ 0% ​ ​ ​ ​ ​ 36,299 ​ ​ ​ ​ ​ 3% ​ ​
Subordinated Debt
​ ​ ​ ​ 13,493 ​ ​ ​ ​ ​ 3% ​ ​ ​ ​ ​ 68,828 ​ ​ ​ ​ ​ 6% ​ ​
Asset Based Finance
​ ​ ​ ​ 35,678 ​ ​ ​ ​ ​ 7% ​ ​ ​ ​ ​ 86,971 ​ ​ ​ ​ ​ 7% ​ ​
Equity/Other
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,598 ​ ​ ​ ​ ​ 0% ​ ​
Total
​ ​ ​ $ 536,022 ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ $ 1,203,449 ​ ​ ​ ​ ​ 100% ​ ​
The following table summarizes the composition of our investment portfolio at cost and fair value as of September 30, 2019 and December 31, 2018:
​ ​ ​
September 30, 2019
(Unaudited)
​ ​
December 31, 2018
​
​ ​ ​
Amortized
Cost(1)
 ​ ​
Fair Value
​ ​
Percentage
of Portfolio
​ ​
Amortized
Cost(1)
 ​ ​
Fair Value
​ ​
Percentage
of Portfolio
​
Senior Secured Loans—First Lien
​ ​ ​ $ 2,667,678 ​ ​ ​ ​ $ 2,598,808 ​ ​ ​ ​ ​ 70% ​ ​ ​ ​ $ 2,682,140 ​ ​ ​ ​ $ 2,639,404 ​ ​ ​ ​ ​ 73% ​ ​
Senior Secured Loans—Second Lien
​ ​ ​ ​ 436,561 ​ ​ ​ ​ ​ 388,808 ​ ​ ​ ​ ​ 11% ​ ​ ​ ​ ​ 332,741 ​ ​ ​ ​ ​ 292,342 ​ ​ ​ ​ ​ 8% ​ ​
Other Senior Secured Debt
​ ​ ​ ​ 104,134 ​ ​ ​ ​ ​ 102,849 ​ ​ ​ ​ ​ 3% ​ ​ ​ ​ ​ 100,060 ​ ​ ​ ​ ​ 93,195 ​ ​ ​ ​ ​ 3% ​ ​
Subordinated Debt
​ ​ ​ ​ 267,768 ​ ​ ​ ​ ​ 272,876 ​ ​ ​ ​ ​ 7% ​ ​ ​ ​ ​ 386,465 ​ ​ ​ ​ ​ 351,809 ​ ​ ​ ​ ​ 10% ​ ​
Asset Based Finance
​ ​ ​ ​ 298,786 ​ ​ ​ ​ ​ 255,851 ​ ​ ​ ​ ​ 7% ​ ​ ​ ​ ​ 202,171 ​ ​ ​ ​ ​ 168,538 ​ ​ ​ ​ ​ 4% ​ ​
Equity/Other
​ ​ ​ ​ 76,513 ​ ​ ​ ​ ​ 85,099 ​ ​ ​ ​ ​ 2% ​ ​ ​ ​ ​ 93,521 ​ ​ ​ ​ ​ 65,995 ​ ​ ​ ​ ​ 2% ​ ​
Total
​ ​ ​ $ 3,851,440 ​ ​ ​ ​ $ 3,704,291 ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ $ 3,797,098 ​ ​ ​ ​ $ 3,611,283 ​ ​ ​ ​ ​ 100% ​ ​
​
(1)
Amortized cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on investments.
​
The following table summarizes the composition of the Company’s investment portfolio at cost and fair value as of September 30, 2019 and December 31, 2018 to include, on a look-through basis, the investments underlying the TRS, as disclosed in Note 9. As of September 30, 2019, no assets were held by the TRS. As of December 31, 2018, the assets underlying the TRS had a notional amount and market value of  $145,371 and $141,279, respectively.
​ ​ ​
September 30, 2019
(Unaudited)
​ ​
December 31, 2018
​
​ ​ ​
Amortized
Cost(1)
 ​ ​
Fair Value
​ ​
Percentage
of Portfolio
​ ​
Amortized
Cost(1)
 ​ ​
Fair Value
​ ​
Percentage
of Portfolio
​
Senior Secured Loans—First Lien
​ ​ ​ $ 2,667,678 ​ ​ ​ ​ $ 2,598,808 ​ ​ ​ ​ ​ 70% ​ ​ ​ ​ $ 2,804,068 ​ ​ ​ ​ $ 2,757,436 ​ ​ ​ ​ ​ 74% ​ ​
Senior Secured Loans—Second Lien
​ ​ ​ ​ 436,561 ​ ​ ​ ​ ​ 388,808 ​ ​ ​ ​ ​ 11% ​ ​ ​ ​ ​ 356,184 ​ ​ ​ ​ ​ 315,589 ​ ​ ​ ​ ​ 8% ​ ​
Other Senior Secured Debt
​ ​ ​ ​ 104,134 ​ ​ ​ ​ ​ 102,849 ​ ​ ​ ​ ​ 3% ​ ​ ​ ​ ​ 100,060 ​ ​ ​ ​ ​ 93,195 ​ ​ ​ ​ ​ 3% ​ ​
Subordinated Debt
​ ​ ​ ​ 267,768 ​ ​ ​ ​ ​ 272,876 ​ ​ ​ ​ ​ 7% ​ ​ ​ ​ ​ 386,465 ​ ​ ​ ​ ​ 351,809 ​ ​ ​ ​ ​ 9% ​ ​
Asset Based Finance
​ ​ ​ ​ 298,786 ​ ​ ​ ​ ​ 255,851 ​ ​ ​ ​ ​ 7% ​ ​ ​ ​ ​ 202,171 ​ ​ ​ ​ ​ 168,538 ​ ​ ​ ​ ​ 4% ​ ​
Equity/Other
​ ​ ​ ​ 76,513 ​ ​ ​ ​ ​ 85,099 ​ ​ ​ ​ ​ 2% ​ ​ ​ ​ ​ 93,521 ​ ​ ​ ​ ​ 65,995 ​ ​ ​ ​ ​ 2% ​ ​
Total
​ ​ ​ $ 3,851,440 ​ ​ ​ ​ $ 3,704,291 ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ $ 3,942,469 ​ ​ ​ ​ $ 3,752,562 ​ ​ ​ ​ ​ 100% ​ ​
​
(1)
Amortized cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on investments.
​
​
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The following table presents certain selected information regarding the composition of our investment portfolio as of September 30, 2019 and December 31, 2018:
​ ​ ​
September 30, 2019
​ ​
December 31, 2018
​
Number of Portfolio Companies
​ ​ ​ ​ 167 ​ ​ ​ ​ ​ 157 ​ ​
% Variable Rate Debt Investments (based on fair value)(1)(2)
 ​ ​ ​ ​ 76.7% ​ ​ ​ ​ ​ 75.9% ​ ​
% Fixed Rate Debt Investments (based on fair value)(1)(2)
 ​ ​ ​ ​ 19.3% ​ ​ ​ ​ ​ 21.3% ​ ​
% Other Income Producing Investments (based on fair value)(3)
 ​ ​ ​ ​ 0.6% ​ ​ ​ ​ ​ 0.4% ​ ​
% Non-Income Producing Investments (based on fair value)(2)
 ​ ​ ​ ​ 2.5% ​ ​ ​ ​ ​ 1.7% ​ ​
% of Investments on Non-Accrual (based on fair value)
​ ​ ​ ​ 0.9% ​ ​ ​ ​ ​ 0.7% ​ ​
Weighted Average Annual Yield on Accruing Debt Investments(2)(4)
 ​ ​ ​ ​ 9.6% ​ ​ ​ ​ ​ 10.5% ​ ​
Weighted Average Annual Yield on All Debt Investments(5)
 ​ ​ ​ ​ 9.3% ​ ​ ​ ​ ​ 10.2% ​ ​
​
(1)
“Debt Investments” means investments that pay or are expected to pay a stated interest rate, stated dividend rate or other similar stated return.
​
(2)
Does not include investments on non-accrual status.
​
(3)
“Other Income Producing Investments” means investments that pay or are expected to pay interest, dividends or other income to the Company on an ongoing basis but do not have a stated interest rate, stated dividend rate or other similar stated return.
​
(4)
The Weighted Average Annual Yield on Accruing Debt Investments is computed as (i) the sum of  (a) the stated annual interest rate, dividend rate or other similar stated return of each accruing Debt Investment, multiplied by its par amount, adjusted to U.S. dollars and for any partial income accrual when necessary, as of the end of the applicable reporting period, plus (b) the annual amortization of the purchase or original issue discount or premium of each accruing Debt Investment; divided by (ii) the total amortized cost of Debt Investments included in the calculated group as of the end of the applicable reporting period.
​
(5)
The Weighted Average Annual Yield on All Debt Investments is computed as (i) the sum of  (a) the stated annual interest rate, dividend rate or other similar stated return of each Debt Investment, multiplied by its par amount, adjusted to U.S. dollars and for any partial income accrual when necessary, as of the end of the applicable reporting period, plus (b) the annual amortization of the purchase or original issue discount or premium of each Debt Investment; divided by (ii) the total amortized cost of Debt Investments included in the calculated group as of the end of the applicable reporting period.
​
Based on our regular monthly cash distribution amount of  $0.058331 per share as of September 30, 2019 and our distribution reinvestment price of  $7.55 per share, the annualized distribution rate to stockholders as of September 30, 2019 was 9.27%. The annualized distribution rate to stockholders is expressed as a percentage equal to the projected annualized distribution amount per share divided by our distribution reinvestment price per share. Our annualized distribution rate to stockholders may include income, realized capital gains and a return of investors’ capital. During the nine months ended September 30, 2019, our total return was 4.49% and our total return without assuming reinvestment of distributions was 4.47%.
Based on our regular monthly cash distribution amount of  $0.058331 per share as of December 31, 2018 and our distribution reinvestment price of  $7.75 per share as of December 31, 2018, the annualized distribution rate to stockholders was 9.03%. During the year ended December 31, 2018, our total return was 0.71% and our total return without assuming reinvestment of distributions was 0.97%.
Our weighted average annual yield on accruing debt investments may be higher than a stockholder’s yield on an investment in shares of our common stock. Our weighted average annual yield on accruing debt investments does not reflect operating expenses that may be incurred by us nor does it include all of our investments. In addition, our weighted average annual yield on accruing debt investments and total return figures disclosed above do not consider the effect of any sales commissions or charges that may have been incurred in connection with the sale of shares of our common stock. Our weighted average annual yield on accruing debt investments, total return and annualized distribution rate to stockholders do not represent actual investment returns to stockholders, are subject to change and, in the future, may be greater or less
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than the rates set forth above. See the section entitled “Item 1A. Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2018 and our other periodic reports filed with the SEC for a discussion of the uncertainties, risks and assumptions associated with these statements. See footnote 6 to the financial highlights table included in Note 11 to our unaudited consolidated financial statements included herein for information regarding the calculations of our total return.
Direct Originations
The following table presents certain selected information regarding our direct originations as of September 30, 2019 and December 31, 2018:
Characteristics of All Direct Originations Held in Portfolio
​ ​
September 30, 2019
​ ​
December 31, 2018
​
Number of Portfolio Companies
​ ​
76
​ ​
64
​
% of Investments on Non-Accrual (based on fair value)
​ ​
0.7%
​ ​
0.2%
​
Total Cost of Direct Originations
​ ​
$2,819,795
​ ​
$2,666,284
​
Total Fair Value of Direct Originations
​ ​
$2,688,811
​ ​
$2,580,206
​
% of Total Investments, at Fair Value
​ ​
72.6%
​ ​
71.4%
​
Weighted Average Annual Yield on Accruing Debt Investments(1)
 ​ ​
9.6%
​ ​
10.4%
​
Weighted Average Annual Yield on All Debt Investments(2)
 ​ ​
9.3%
​ ​
10.2%
 ​
​
(1)
The Weighted Average Annual Yield on Accruing Debt Investments is computed as (i) the sum of  (a) the stated annual interest rate, dividend rate or other similar stated return of each accruing Debt Investment, multiplied by its par amount, adjusted to U.S. dollars and for any partial income accrual when necessary, as of the end of the applicable reporting period, plus (b) the annual amortization of the purchase or original issue discount or premium of each accruing Debt Investment; divided by (ii) the total amortized cost of Debt Investments included in the calculated group as of the end of the applicable reporting period. Does not include Debt Investments on non-accrual status.
​
(2)
The Weighted Average Annual Yield on All Debt Investments is computed as (i) the sum of  (a) the stated annual interest rate, dividend rate or other similar stated return of each Debt Investment, multiplied by its par amount, adjusted to U.S. dollars and for any partial income accrual when necessary, as of the end of the applicable reporting period, plus (b) the annual amortization of the purchase or original issue discount or premium of each Debt Investment; divided by (ii) the total amortized cost of Debt Investments included in the calculated group as of the end of the applicable reporting period.
​
Portfolio Composition by Industry Classification
See Note 6 to our unaudited consolidated financial statements included herein for additional information regarding the composition of our investment portfolio by industry classification.
Portfolio Asset Quality
In addition to various risk management and monitoring tools, the Advisor uses an investment rating system to characterize and monitor the expected level of returns on each investment in our portfolio. The Advisor uses an investment rating scale of 1 to 4. The following is a description of the conditions associated with each investment rating:
Investment
Rating 		​ ​
Summary Description
​
1
​ ​ Performing Investment—generally executing in accordance with plan and there are no concerns about the portfolio company’s performance or ability to meet covenant requirements. ​
2
​ ​ Performing investment—no concern about repayment of both interest and our cost basis but company’s recent performance or trends in the industry require closer monitoring. ​
3
​ ​ Underperforming investment—some loss of interest or dividend possible, but still expecting a positive return on investment. ​
4
​ ​ Underperforming investment—concerns about the recoverability of principal or interest. ​
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The following table shows the distribution of our investments on the 1 to 4 investment rating scale at fair value as of September 30, 2019 and December 31, 2018:
​ ​ ​
September 30, 2019
​ ​
December 31, 2018
​
Investment Rating
​ ​
Fair Value
​ ​
Percentage
of Portfolio
​ ​
Fair Value
​ ​
Percentage
of Portfolio
​
1
​ ​ ​ $ 2,298,758 ​ ​ ​ ​ ​ 62% ​ ​ ​ ​ $ 2,119,219 ​ ​ ​ ​ ​ 59% ​ ​
2
​ ​ ​ ​ 1,279,085 ​ ​ ​ ​ ​ 35% ​ ​ ​ ​ ​ 1,372,565 ​ ​ ​ ​ ​ 38% ​ ​
3
​ ​ ​ ​ 78,223 ​ ​ ​ ​ ​ 2% ​ ​ ​ ​ ​ 75,146 ​ ​ ​ ​ ​ 2% ​ ​
4
​ ​ ​ ​ 48,225 ​ ​ ​ ​ ​ 1% ​ ​ ​ ​ ​ 44,353 ​ ​ ​ ​ ​ 1% ​ ​
Total
​ ​ ​ $ 3,704,291 ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ $ 3,611,283 ​ ​ ​ ​ ​ 100% ​ ​
The amount of the portfolio in each grading category may vary substantially from period to period resulting primarily from changes in the composition of the portfolio as a result of new investment, repayment and exit activities. In addition, changes in the grade of investments may be made to reflect our expectation of performance and changes in investment values.
Results of Operations
Comparison of the Three and Nine Months Ended September 30, 2019 and 2018
Revenues
Our investment income for the three and nine months ended September 30, 2019 and 2018 was as follows:
​ ​ ​
Three Months Ended September 30,
​ ​
Nine Months Ended September 30,
​
​ ​ ​
2019
​ ​
2018
​ ​
2019
​ ​
2018
​
​ ​ ​
Amount
​ ​
Percentage
of Total
Income
​ ​
Amount
​ ​
Percentage
of Total
Income
​ ​
Amount
​ ​
Percentage
of Total
Income
​ ​
Amount
​ ​
Percentage
of Total
Income
​
Interest income
​ ​ ​ $ 77,460 ​ ​ ​ ​ ​ 85% ​ ​ ​ ​ $ 72,761 ​ ​ ​ ​ ​ 78% ​ ​ ​ ​ $ 248,663 ​ ​ ​ ​ ​ 88% ​ ​ ​ ​ $ 224,573 ​ ​ ​ ​ ​ 85% ​ ​
Paid-in-kind interest income
​ ​ ​ ​ 7,761 ​ ​ ​ ​ ​ 8% ​ ​ ​ ​ ​ 10,983 ​ ​ ​ ​ ​ 12% ​ ​ ​ ​ ​ 18,283 ​ ​ ​ ​ ​ 6% ​ ​ ​ ​ ​ 23,921 ​ ​ ​ ​ ​ 9% ​ ​
Fee income
​ ​ ​ ​ 5,376 ​ ​ ​ ​ ​ 6% ​ ​ ​ ​ ​ 9,047 ​ ​ ​ ​ ​ 10% ​ ​ ​ ​ ​ 16,460 ​ ​ ​ ​ ​ 6% ​ ​ ​ ​ ​ 16,694 ​ ​ ​ ​ ​ 6% ​ ​
Dividend income
​ ​ ​ ​ 659 ​ ​ ​ ​ ​ 1% ​ ​ ​ ​ ​ 353 ​ ​ ​ ​ ​ 0% ​ ​ ​ ​ ​ 915 ​ ​ ​ ​ ​ 0% ​ ​ ​ ​ ​ 430 ​ ​ ​ ​ ​ 0% ​ ​
Total investment income(1)
 ​ ​ ​ $ 91,256 ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ $ 93,144 ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ $ 284,321 ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ $ 265,618 ​ ​ ​ ​ ​ 100% ​ ​
​
(1)
For the three months ended September 30, 2019 and 2018, such revenues represent $81,123 and $80,647, respectively, of cash income earned as well as $10,133 and $12,497, respectively, in non-cash portions relating to accretion of discount and PIK interest. For the nine months ended September 30, 2019 and 2018, such revenues represent $259,548 and $238,732, respectively, of cash income earned as well as $24,773 and $26,886, respectively, in non-cash portions relating to accretion of discount and PIK interest. Cash flows related to such non-cash revenues may not occur for a number of reporting periods or years after such revenues are recognized.
​
The level of interest income we receive is generally related to the balance of income-producing investments multiplied by the weighted average yield of our investments. Fee income is transaction based, and typically consists of prepayment fees and structuring fees. As such, fee income is generally dependent on new direct origination investments and the occurrence of events at existing portfolio companies resulting in such fees.
The increase in interest income during the three and nine months ended September 30, 2019 compared to the three and nine months ended September 30, 2018 can be primarily attributed to the higher average invested balance during the three and nine months ended September 30, 2019 as we purchased assets from our TRS onto our balance sheet. The decrease in fee income during the three months ended September 30, 2019 compared to the three months ended September 30, 2018 was primarily due to the decrease of origination activity during the three months ended September 30, 2019 compared to the three months ended September 30, 2018.
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Expenses
Our operating expenses for the three and nine months ended September 30, 2019 and 2018 were as follows:
​ ​ ​
Three Months Ended September 30,
​ ​
Nine Months Ended September 30,
​
​ ​ ​
2019
​ ​
2018
​ ​
2019
​ ​
2018
​
Management fees
​ ​ ​ $ 14,166 ​ ​ ​ ​ $ 13,724 ​ ​ ​ ​ $ 43,201 ​ ​ ​ ​ $ 47,248 ​ ​
Subordinated income incentive fees
​ ​ ​ ​ 5,835 ​ ​ ​ ​ ​ 12,827 ​ ​ ​ ​ ​ 29,644 ​ ​ ​ ​ ​ 25,631 ​ ​
Administrative services expenses
​ ​ ​ ​ 1,325 ​ ​ ​ ​ ​ 919 ​ ​ ​ ​ ​ 2,522 ​ ​ ​ ​ ​ 2,435 ​ ​
Stock transfer agent fees
​ ​ ​ ​ 351 ​ ​ ​ ​ ​ 346 ​ ​ ​ ​ ​ 1,154 ​ ​ ​ ​ ​ 1,124 ​ ​
Accounting and administrative fees
​ ​ ​ ​ 277 ​ ​ ​ ​ ​ 274 ​ ​ ​ ​ ​ 787 ​ ​ ​ ​ ​ 834 ​ ​
Interest expense
​ ​ ​ ​ 19,122 ​ ​ ​ ​ ​ 17,709 ​ ​ ​ ​ ​ 61,185 ​ ​ ​ ​ ​ 48,961 ​ ​
Directors’ fees
​ ​ ​ ​ 97 ​ ​ ​ ​ ​ 200 ​ ​ ​ ​ ​ 288 ​ ​ ​ ​ ​ 913 ​ ​
Expenses associated with our independent audit and related fees
​ ​ ​ ​ 207 ​ ​ ​ ​ ​ 101 ​ ​ ​ ​ ​ 426 ​ ​ ​ ​ ​ 300 ​ ​
Legal fees
​ ​ ​ ​ 551 ​ ​ ​ ​ ​ 157 ​ ​ ​ ​ ​ 871 ​ ​ ​ ​ ​ 226 ​ ​
Printing fees
​ ​ ​ ​ 716 ​ ​ ​ ​ ​ 22 ​ ​ ​ ​ ​ 1,140 ​ ​ ​ ​ ​ 591 ​ ​
Other
​ ​ ​ ​ 1,615 ​ ​ ​ ​ ​ 463 ​ ​ ​ ​ ​ 2,275 ​ ​ ​ ​ ​ 1,132 ​ ​
Operating expenses
​ ​ ​ ​ 44,262 ​ ​ ​ ​ ​ 46,742 ​ ​ ​ ​ ​ 143,493 ​ ​ ​ ​ ​ 129,395 ​ ​
Management fee waiver
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (2,594) ​ ​
Net expenses
​ ​ ​ $ 44,262 ​ ​ ​ ​ $ 46,742 ​ ​ ​ ​ $ 143,493 ​ ​ ​ ​ $ 126,801 ​ ​
The following table reflects selected expense ratios as a percent of average net assets for the three and nine months ended September 30, 2019 and 2018:
​ ​ ​
Three Months Ended
September 30,
​ ​
Nine Months Ended
September 30,
​
​ ​ ​
2019
​ ​
2018
​ ​
2019
​ ​
2018
​
Ratio of operating expenses to average net assets
​ ​ ​ ​ 2.02% ​ ​ ​ ​ ​ 2.02% ​ ​ ​ ​ ​ 6.54% ​ ​ ​ ​ ​ 5.53% ​ ​
Ratio of management fee waiver to average net assets(1)
 ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (0.11)% ​ ​
Ratio of net operating expenses to average net assets
​ ​ ​ ​ 2.02% ​ ​ ​ ​ ​ 2.02% ​ ​ ​ ​ ​ 6.54% ​ ​ ​ ​ ​ 5.42% ​ ​
Ratio of incentive fees and interest expense to average net assets(1)
 ​ ​ ​ ​ (1.14)% ​ ​ ​ ​ ​ (1.32)% ​ ​ ​ ​ ​ (4.14)% ​ ​ ​ ​ ​ (3.19)% ​ ​
Ratio of net operating expenses to average net assets, excluding certain expenses
​ ​ ​ ​ 0.88% ​ ​ ​ ​ ​ 0.70% ​ ​ ​ ​ ​ 2.40% ​ ​ ​ ​ ​ 2.23% ​ ​
​
(1)
Data may be rounded in order to recompute the ending ratio of net operating expenses to average net assets, excluding certain expenses.
​
Incentive fees and interest expense, among other things, may increase or decrease our expense ratios relative to comparative periods depending on portfolio performance and changes in amounts outstanding under our financing facilities and benchmark interest rates such as LIBOR, among other factors.
Net Investment Income
Our net investment income totaled $46,994 ($0.16 per share) and $46,402 ($0.16 per share) for the three months ended September 30, 2019 and 2018, respectively. The increase in net investment income for the three months ended September 30, 2019 can be attributed to the increase in interest income as discussed above, offset by higher interest expense.
Our net investment income totaled $140,828 ($0.49 per share) and $138,817 ($0.48 per share) for the nine months ended September 30, 2019 and 2018, respectively. The increase in net investment income for the nine months ended September 30, 2019 can be attributed to the increase in interest income as discussed above, offset by higher interest expense.
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Net Realized Gains or Losses
Our net realized gains (losses) on investments, TRS and foreign currency for the three and nine months ended September 30, 2019 and 2018 were as follows:
​ ​ ​
Three Months Ended September 30,
​ ​
Nine Months Ended September 30,
​
​ ​ ​
2019
​ ​
2018
​ ​
2019
​ ​
2018
​
Net realized gain (loss) on investments(1)
 ​ ​ ​ $ (2,580) ​ ​ ​ ​ $ 2,882 ​ ​ ​ ​ $ (66,053) ​ ​ ​ ​ $ (49,720) ​ ​
Net realized gain (loss) on total return swap
​ ​ ​ ​ 1,643 ​ ​ ​ ​ ​ 4,021 ​ ​ ​ ​ ​ (13,641) ​ ​ ​ ​ ​ 14,258 ​ ​
Net realized gain (loss) on interest rate swaps
 ​ ​ ​ ​ (435) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (435) ​ ​ ​ ​ ​ — ​ ​
Net realized gain (loss) on foreign currency
​ ​ ​ ​ 219 ​ ​ ​ ​ ​ (516) ​ ​ ​ ​ ​ 254 ​ ​ ​ ​ ​ (290) ​ ​
Total net realized gain (loss)
​ ​ ​ $ (1,153) ​ ​ ​ ​ $ 6,387 ​ ​ ​ ​ $ (79,875) ​ ​ ​ ​ $ (35,752) ​ ​
​
(1)
We sold investments and received principal repayments of  $145,945 and $43,181, respectively, during the three months ended September 30, 2019 and $348,163 and $209,947, respectively, during the three months ended September 30, 2018. We sold investments and received principal repayments of  $387,551 and $720,825, respectively, during the nine months ended September 30, 2019 and $818,483 and $314,666, respectively, during the nine months ended September 30, 2018.
​
Net Change in Unrealized Appreciation (Depreciation)
Our net change in unrealized appreciation (depreciation) on investments, total return swap and interest rate swaps and unrealized gain (loss) on foreign currency for the three and nine months ended September 30, 2019 and 2018 were as follows:
​ ​ ​
Three Months Ended
September 30,
​ ​
Nine Months Ended
September 30,
​
​ ​ ​
2019
​ ​
2018
​ ​
2019
​ ​
2018
​
Net change in unrealized appreciation (depreciation) on investments
​ ​ ​ $ (32,113) ​ ​ ​ ​ $ (25,723) ​ ​ ​ ​ $ 38,666 ​ ​ ​ ​ $ (24,297) ​ ​
Net change in unrealized appreciation (depreciation) on total return swap
​ ​ ​ ​ (3,091) ​ ​ ​ ​ ​ 939 ​ ​ ​ ​ ​ 16,088 ​ ​ ​ ​ ​ (6,246) ​ ​
Net change in unrealized appreciation (depreciation) on interest rate swaps
​ ​ ​ ​ (2,327) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (18,306) ​ ​ ​ ​ ​ — ​ ​
Net change in unrealized gain (loss) on foreign currency
​ ​ ​ ​ 2,956 ​ ​ ​ ​ ​ 216 ​ ​ ​ ​ ​ 2,145 ​ ​ ​ ​ ​ (253) ​ ​
Total net change in unrealized appreciation (depreciation)
​ ​ ​ $ (34,575) ​ ​ ​ ​ $ (24,568) ​ ​ ​ ​ $ 38,593 ​ ​ ​ ​ $ (30,796) ​ ​
During the three months ended September 30, 2019, the net change in unrealized appreciation (depreciation) on investments was driven by mark to market declines in certain debt investments. During the nine months ended September 30, 2019, the net change in unrealized appreciation (depreciation) was driven primarily by higher valuations from Level 2 categorized assets, partially offset by the reduction in the valuation of our interest rate swaps.
Net Increase (Decrease) in Net Assets Resulting from Operations
For the three months ended September 30, 2019 and 2018, the net increase in net assets resulting from operations was $11,266 ($0.04 per share) and $28,221 ($0.10 per share), respectively.
For the nine months ended September 30, 2019 and 2018, the net increase in net assets resulting from operations was $99,546 ($0.34 per share) and $72,269 ($0.25 per share), respectively.
Financial Condition, Liquidity and Capital Resources
Overview
As of September 30, 2019, we had $82,333 in cash and foreign currency, which we or our wholly-owned financing subsidiaries held in custodial accounts, and $36,038 in cash held as collateral by
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Citibank under the terms of the TRS. In addition, as of September 30, 2019, we had $592,562 in borrowings available under our financing arrangements, subject to borrowing base and other limitations. As of September 30, 2019, we also had broadly syndicated investments and opportunistic investments that could be sold to create additional liquidity. As of September 30, 2019, we had unfunded debt investments with aggregate unfunded commitments of  $171,551 and unfunded equity/other commitments of  $123,924. We maintain sufficient cash on hand, available borrowings and liquid securities to fund such unfunded commitments should the need arise.
We currently generate cash primarily from cash flows from fees, interest and dividends earned from our investments as well as from the issuance of shares under the distribution reinvestment plan, and principal repayments and proceeds from sales of our investments. To seek to enhance our returns, we also employ leverage as market conditions permit and at the discretion of the Advisor, but in no event will leverage employed exceed 50% of the value of our assets, as required by the 1940 Act. See “—Financing Arrangements.”
Prior to investing in securities of portfolio companies, we invest the cash received from fees, interest and dividends earned from our investments and from the issuance of shares under the distribution reinvestment plan, as well as principal repayments and proceeds from sales of our investments primarily in cash, cash equivalents, including money market funds, U.S. government securities, repurchase agreements and high-quality debt instruments maturing in one year or less from the time of investment, consistent with our BDC election and our election to be taxed as a RIC.
Financing Arrangements
The following table presents summary information with respect to our outstanding financing arrangements as of September 30, 2019:
Arrangement
​ ​
Type of Arrangement
​ ​
Rate
​ ​
Amount
Outstanding
​ ​
Amount
Available
​ ​
Maturity Date
​
BNP Facility(1)
 ​ ​
Prime Brokerage Facility
​ ​
L+1.25%
​ ​ ​ $ 100,000 ​ ​ ​ ​ $ 24,616(2) ​ ​ ​
March 27, 2020(3)
 ​
Deutsche Bank Credit Facility(1)
 ​ ​
Revolving Credit Facility
​ ​
L+2.00%
​ ​ ​ ​ 331,800 ​ ​ ​ ​ ​ 168,200 ​ ​ ​
February 26, 2024
​
JPM Credit Facility(1)
 ​ ​
Revolving Credit Facility
​ ​
L+2.50%
​ ​ ​ ​ 320,000 ​ ​ ​ ​ ​ 80,000 ​ ​ ​
July 15, 2022
​
Goldman Facility(1)
 ​ ​
Term Loan Credit Facility
​ ​
L+2.50%
​ ​ ​ ​ 300,000 ​ ​ ​ ​ ​ — ​ ​ ​
December 15, 2019
​
Senior Secured Revolving Credit Facility(1)
 ​ ​
Revolving Credit Facility
​ ​
L+ 2.00% – 2.25%(4)
 ​ ​ ​ ​ 405,254(5) ​ ​ ​ ​ ​ 319,746 ​ ​ ​
August 9, 2023
​
Total
​ ​ ​ ​ ​ ​ ​ ​ ​ $ 1,457,054 ​ ​ ​ ​ $ 592,562 ​ ​ ​ ​ ​
Citibank Total Return
Swap
​ ​
Total Return Swap
​ ​
L+1.55%
​ ​ ​ $ — ​ ​ ​ ​ $ — ​ ​ ​
N/A(6)
 ​
​
(1)
The carrying amount outstanding under the facility approximates its fair value.
​
(2)
The amount available under the BNP Facility is calculated based on the value of the pledged collateral, rather than BNP Paribas’ commitment. We may borrow amounts in excess of BNP Paribas’ commitment, at the discretion of BNP Paribas, to the extent the pledged collateral provides sufficient coverage for additional borrowings.
​
(3)
On June 12, 2019, Burholme Funding LLC entered into an amendment to the BNP Facility to, among other things, reduce the termination period notice from 270 days to 179 days by either party. As of September 30, 2019, neither party to the facility had provided notice of its intent to terminate the facility.
​
(4)
The spread over LIBOR is determined by reference to the ratio of the value of the borrowing base to the aggregate amount of certain outstanding indebtedness of the Company.
​
(5)
Amount includes borrowings in U.S. dollars, Canadian dollars, Australian dollars, Euros and pounds sterling. Canadian dollar balance outstanding of CAD $48,900 has been converted to U.S. dollars at an exchange rate of CAD $1.00 to $0.76 as of September 30, 2019, Australian dollar balance outstanding of AUD $55,400 has been converted to U.S. dollars at an exchange rate of AUD $1.00 to $0.67 as of September 30, 2019, Euro balance outstanding of €51,950 has been converted to U.S. dollars at an exchange rate of €1.00 to $1.09 as of September 30, 2019 and Pound sterling balance outstanding of £19,750 has been converted to U.S. dollars at an exchange rate of £1.00 to $1.23 as of September 30, 2019 to reflect total amount outstanding in U.S. dollars.
​
​
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(6)
The TRS may be terminated by Center City Funding or Citibank on or after September 30, 2019, in each case, in whole or in part, upon prior written notice to the other party. Center City Funding and Citibank mutually agreed to an orderly winddown of the TRS through purchases of all of the assets underlying the TRS. Accordingly, the parties neither extended the optional termination date under the TRS past September 30, 2019 nor terminated the TRS on that date. The parties plan to terminate the TRS when all assets underlying the TRS have been purchased and any remaining trades have been cancelled. Center City Funding has not paid, nor will pay, any termination fee as a result of the orderly winddown and ultimate termination of the TRS.
​
For additional information regarding our financing arrangements, see Note 9 to our unaudited consolidated financial statements included herein.
RIC Status and Distributions
We have elected to be subject to tax as a RIC under Subchapter M of the Code. In order to qualify for RIC tax treatment, we must, among other things, make distributions of an amount at least equal to 90% of our investment company taxable income, determined without regard to any deduction for distributions paid, each tax year. As long as the distributions are declared by the later of the fifteenth day of the ninth month following the close of a tax year or the due date of the tax return for such tax year, including extensions, distributions paid up to twelve months after the current tax year can be carried back to the prior tax year for determining the distributions paid in such tax year. We intend to make sufficient distributions to our stockholders to qualify for and maintain our RIC tax status each tax year. We are also subject to a 4% nondeductible federal excise tax on certain undistributed income unless we make distributions in a timely manner to our stockholders generally of an amount at least equal to the sum of  (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of our capital gain net income, which is the excess of capital gains in excess of capital losses, or “capital gain net income” (adjusted for certain ordinary losses), for the one-year period ending October 31 of that calendar year and (3) any net ordinary income and capital gain net income for the preceding years that were not distributed during such years and on which we paid no U.S. federal income tax. Any distribution declared by us during October, November or December of any calendar year, payable to stockholders of record on a specified date in such a month and actually paid during January of the following calendar year, will be treated as if it had been paid by us, as well as received by our stockholders, on December 31 of the calendar year in which the distribution was declared. We can offer no assurance that we will achieve results that will permit us to pay any cash distributions. If we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings.
Subject to applicable legal restrictions and the sole discretion of our board of directors we intend to declare regular cash distributions on a quarterly basis and pay such distributions on a monthly basis. We will calculate each stockholder’s specific distribution amount for the period using record and declaration dates and each stockholder’s distributions will begin to accrue on the date that shares of our common stock are issued to such stockholder. From time to time, we may also pay special interim distributions in the form of cash or shares of our common stock at the discretion of our board of directors. The timing and amount of any future distributions to stockholders are subject to applicable legal restrictions and the sole discretion of our board of directors.
During certain periods, our distributions may exceed our earnings. As a result, it is possible that a portion of the distributions we make may represent a return of capital. A return of capital generally is a return of a stockholder’s investment rather than a return of earnings or gains derived from our investment activities. Each year a statement on Form 1099-DIV identifying the sources of the distributions will be mailed to our stockholders. No portion of the distributions paid during the nine months ended September 30, 2019 and 2018 represented a return of capital.
We intend to continue to make our regular distributions in the form of cash, out of assets legally available for distribution, except for those stockholders who elect to receive their distributions in the form of shares of our common stock under the distribution reinvestment plan. Any distributions reinvested under the plan will nevertheless remain taxable to a U.S. stockholder.
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The following table reflects the cash distributions per share that we have declared and paid on our common stock during the nine months ended September 30, 2019 and 2018:
​ ​ ​
Distribution
​
For the Three Months Ended
​ ​
Per Share
​ ​
Amount
​
Fiscal 2018 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
March 31, 2018
​ ​ ​ $ 0.17499 ​ ​ ​ ​ $ 50,490 ​ ​
June 30, 2018
​ ​ ​ ​ 0.17499 ​ ​ ​ ​ ​ 50,489 ​ ​
September 30, 2018
​ ​ ​ ​ 0.17499 ​ ​ ​ ​ ​ 50,481 ​ ​
Total
​ ​ ​ $ 0.52497 ​ ​ ​ ​ $ 151,460 ​ ​
Fiscal 2019 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
March 31, 2019
​ ​ ​ $ 0.17499 ​ ​ ​ ​ $ 50,467 ​ ​
June 30, 2019
​ ​ ​ ​ 0.17499 ​ ​ ​ ​ ​ 50,463 ​ ​
September 30, 2019
​ ​ ​ ​ 0.17499 ​ ​ ​ ​ ​ 50,946 ​ ​
Total
​ ​ ​ $ 0.52497 ​ ​ ​ ​ $ 151,876 ​ ​
See Note 5 to our unaudited consolidated financial statements included herein for additional information regarding our distributions, including a reconciliation of our GAAP-basis net investment income to our tax-basis net investment income for the nine months ended September 30, 2019 and 2018.
Critical Accounting Policies
Our financial statements are prepared in conformity with GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Critical accounting policies are those that require the application of management’s most difficult, subjective or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. In preparing the financial statements, management has made estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. In preparing the financial statements, management has utilized available information, including our past history, industry standards and the current economic environment, among other factors, in forming its estimates and judgments, giving due consideration to materiality. Actual results may differ from these estimates. In addition, other companies may utilize different estimates, which may impact the comparability of our results of operations to those of companies in similar businesses. As we execute our operating plans, we will describe additional critical accounting policies in the notes to our future financial statements in addition to those discussed below.
Valuation of Portfolio Investments
We determine the fair value of our investment portfolio each quarter. Securities are valued at fair value as determined in good faith by our board of directors. In connection with that determination, the Advisor provides our board of directors with portfolio company valuations which are based on relevant inputs, including, but not limited to, indicative dealer quotes, values of like securities, recent portfolio company financial statements and forecasts, and valuations prepared by independent third-party valuation services.
Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure, or ASC Topic 820, issued by the Financial Accounting Standards Board, clarifies the definition of fair value and requires companies to expand their disclosure about the use of fair value to measure assets and liabilities in interim and annual periods subsequent to initial recognition. ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, which includes inputs such as quoted
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prices for similar securities in active markets and quoted prices for identical securities where there is little or no activity in the market; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.
With respect to investments for which market quotations are not readily available, we undertake a multi-step valuation process each quarter, as described below:
•
our quarterly fair valuation process begins with the Advisor reviewing and documenting valuations of each portfolio company or investment, which valuations are obtained from an independent third-party valuation service and provide a valuation range;
​
•
the Advisor then provides the valuation committee of our board of directors, or the valuation committee, with its valuation recommendation for each portfolio company or investment along with supporting materials;
​
•
preliminary valuations are then discussed with the valuation committee;
​
•
our valuation committee reviews the preliminary valuations and the Advisor, together with our independent third-party valuation services, if applicable, supplement the preliminary valuations to reflect any comments provided by the valuation committee;
​
•
following its review, the valuation committee will recommend that our board of directors approve our fair valuations; and
​
•
our board of directors discusses the valuations and determines the fair value of each such investment in our portfolio in good faith based on various statistical and other factors, including the input and recommendation of the Advisor, the valuation committee and any independent third-party valuation services, if applicable.
​
Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements refer to the uncertainty with respect to the possible effect of such valuations and any change in such valuations on our consolidated financial statements. In making its determination of fair value, our board of directors may use any approved independent third-party pricing or valuation services. However, our board of directors is not required to determine fair value in accordance with the valuation provided by any single source, and may use any relevant data, including information obtained from the Advisor or any approved independent third-party valuation or pricing service that our board of directors deems to be reliable in determining fair value under the circumstances. Below is a description of factors that the Advisor, any approved independent third-party valuation services and our board of directors may consider when determining the fair value of our investments.
Valuation of fixed income investments, such as loans and debt securities, depends upon a number of factors, including prevailing interest rates for like securities, expected volatility in future interest rates, call features, put features and other relevant terms of the debt. For investments without readily available market prices, we may incorporate these factors into discounted cash flow models to arrive at fair value. Other factors that may be considered include the borrower’s ability to adequately service its debt, the fair market value of the borrower in relation to the face amount of its outstanding debt and the quality of collateral securing our debt investments.
For convertible debt securities, fair value generally approximates the fair value of the debt plus the fair value of an option to purchase the underlying security (i.e., the security into which the debt may convert) at the conversion price. To value such an option, a standard option pricing model may be used.
Our equity interests in portfolio companies for which there is no liquid public market are valued at fair value. Our board of directors, in its determination of fair value, may consider various factors, such as multiples of EBITDA, cash flows, net income, revenues or, in limited instances, book value or liquidation value. All of these factors may be subject to adjustments based upon the particular circumstances of a portfolio company or our actual investment position. For example, adjustments to EBITDA may take into account compensation to previous owners or acquisition, recapitalization, restructuring or other related items.
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The Advisor, any approved independent third-party valuation services and our board of directors may also consider private merger and acquisition statistics, public trading multiples discounted for illiquidity and other factors, valuations implied by third-party investments in the portfolio companies or industry practices in determining fair value. The Advisor, any approved independent third-party valuation services and our board of directors may also consider the size and scope of a portfolio company and its specific strengths and weaknesses, and may apply discounts or premiums, where and as appropriate, due to the higher (or lower) financial risk and/or the smaller size of portfolio companies relative to comparable firms, as well as such other factors as our board of directors, in consultation with the Advisor and any approved independent third-party valuation services, if applicable, may consider relevant in assessing fair value. Generally, the value of our equity interests in public companies for which market quotations are readily available is based upon the most recent closing public market price. Portfolio securities that carry certain restrictions on sale are typically valued at a discount from the public market value of the security.
When we receive warrants or other equity securities at nominal or no additional cost in connection with an investment in a debt security, the cost basis in the investment will be allocated between the debt securities and any such warrants or other equity securities received at the time of origination. Our board of directors subsequently values these warrants or other equity securities received at their fair value.
The fair values of our investments are determined in good faith by our board of directors. Our board of directors is responsible for the valuation of our portfolio investments at fair value as determined in good faith pursuant to our valuation policy and consistently applied valuation process. Our board of directors has delegated day-to-day responsibility for implementing our valuation policy to the Advisor, and has authorized the Advisor to utilize independent third-party valuation and pricing services that have been approved by our board of directors. The valuation committee is responsible for overseeing the Advisor’s implementation of the valuation process.
See Note 8 to our unaudited consolidated financial statements included herein for additional information regarding the fair value of our financial instruments.
Derivative Instruments
We recognize all derivative instruments as assets or liabilities at fair value in our consolidated financial statements. Derivative contracts entered into by us are not designated as hedging instruments, and as a result, we present changes in fair value through net change in unrealized appreciation (depreciation) on derivative instruments in the consolidated statements of operations. Realized gains and losses that occur upon the cash settlement of the derivative instruments are included in net realized gains (losses) on derivative instruments in the condensed consolidated statements of operations. As of December 31, 2018, the Company’s instruments included interest rate swaps.
Revenue Recognition
Security transactions are accounted for on the trade date. We record interest income on an accrual basis to the extent that we expect to collect such amounts. We record dividend income on the ex-dividend date. Distributions received from limited liability company (“LLC”) and limited partnership (“LP”) investments are evaluated to determine if the distribution should be recorded as dividend income or a return of capital. We do not accrue as a receivable interest or dividends on loans and securities if we have reason to doubt our ability to collect such income. Our policy is to place investments on non-accrual status when there is reasonable doubt that interest income will be collected. We consider many factors relevant to an investment when placing it on or removing it from non-accrual status including, but not limited to, the delinquency status of the investment, economic and business conditions, the overall financial condition of the underlying investment, the value of the underlying collateral, bankruptcy status, if any, and any other facts or circumstances relevant to the investment. If there is reasonable doubt that we will receive any previously accrued interest, then the interest income will be written-off. Payments received on non-accrual investments may be recognized as income or applied to principal depending upon the collectability of the remaining principal and interest. Non-accrual investments may be restored to accrual status when principal and interest become current and are likely to remain current based on our judgment.
Loan origination fees, original issue discount and market discount are capitalized and we amortize such amounts as interest income over the respective term of the loan or security. Upon the prepayment of a
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loan or security, any unamortized loan origination fees and original issue discount are recorded as interest income. Structuring and other non-recurring upfront fees are recorded as fee income when earned. We record prepayment premiums on loans and securities as fee income when we earn such amounts.
Effective January 1, 2018, we adopted Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, using the cumulative effect method applied to in-scope contracts with customers that have not been completed as of the date of adoption. We did not identify any in-scope contracts that had not been completed as of the date of adoption and, as a result, we did not recognize a cumulative effect on stockholders’ equity in connection with the adoption of the new revenue recognition guidance.
The new revenue recognition guidance applies to all entities and all contracts with customers to provide goods or services in the ordinary course of business, excluding, among other things, financial instruments as well as certain other contractual rights and obligations. Under the new revenue recognition guidance, which we have applied to all new in-scope contracts as of the date of adoption, structuring and other upfront fees are recognized as revenue based on the transaction price as the performance obligation is fulfilled. The related performance obligation consists of structuring activities and is satisfied over time as such activities are performed. Consideration is variable and is constrained from being included in the transaction price until the uncertainty associated with the variable consideration is resolved, typically as of the trade date of the related transaction. Payment is typically due on the settlement date of the related transaction.
For the nine months ended September 30, 2019, we recognized $8,367 in structuring fee revenue under the new revenue recognition guidance and included such revenue in the fee income line item on our consolidated statement of operations. Comparative periods are presented in accordance with revenue recognition guidance effective prior to January 1, 2018, under which we recorded structuring and other non-recurring upfront fees as income when earned. We have determined that the adoption of the new revenue recognition guidance did not have a material impact on the amount of revenue recognized for the nine months ended September 30, 2019.
Net Realized Gains or Losses, Net Change in Unrealized Appreciation or Depreciation and Net Change in Unrealized Gains or Losses on Foreign Currency
Gains or losses on the sale of investments are calculated by using the specific identification method. We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized fees. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized gains or losses when gains or losses are realized. Net change in unrealized gains or losses on foreign currency reflects the change in the value of receivables or accruals during the reporting period due to the impact of foreign currency fluctuations.
Uncertainty in Income Taxes
We evaluate our tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax benefits or liabilities in our consolidated financial statements. Recognition of a tax benefit or liability with respect to an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. We recognize interest and penalties, if any, related to unrecognized tax liabilities as income tax expense in our consolidated statements of operations. During the nine months ended September 30, 2019 and 2018, we did not incur any interest or penalties.
See Note 2 to our unaudited consolidated financial statements included herein for additional information regarding our significant accounting policies.
Contractual Obligations
We have entered into an agreement with the Advisor to provide us with investment advisory and administrative services. Payments for investment advisory services under the investment advisory and administrative services agreement are equal to (a) an annual base management fee based on the average
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weekly value of our gross assets and (b) an incentive fee based on our performance. The Advisor is reimbursed for administrative expenses incurred on our behalf. See Note 4 to our unaudited consolidated financial statements included herein for a discussion of this agreement and for the amount of fees and expenses accrued under similar agreements with FSIC III Advisor during the three and nine months ended September 30, 2019 and 2018.
A summary of our significant contractual payment obligations related to the repayment of our outstanding indebtedness at September 30, 2019 is as follows:
​ ​ ​ ​ ​ ​
Payments Due By Period
​
​ ​ ​
Maturity Date(1)
 ​ ​
Total
​ ​
Less than
1 year
​ ​
1 – 3 years
​ ​
3 – 5 years
​ ​
More than
5 years
​
BNP Facility(2)
 ​ ​
March 27, 2020
​ ​ ​ $ 100,000 ​ ​ ​ ​ $ 100,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Deutsche Bank Credit Facility(3)
 ​ ​
February 26, 2024
​ ​ ​ $ 331,800 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 331,800 ​ ​ ​ ​ ​ — ​ ​
JPM Credit Facility(4)
 ​ ​
July 15, 2022
​ ​ ​ $ 320,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 320,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Goldman Facility(5)
 ​ ​
December 15, 2019
​ ​ ​ $ 300,000 ​ ​ ​ ​ $ 300,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Senior Secured Revolving Credit Facility(6)
 ​ ​
August 9, 2023
​ ​ ​ $ 405,254 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 405,254 ​ ​ ​ ​ ​ — ​ ​
​
(1)
Amounts outstanding under the financing arrangements will mature, and all accrued and unpaid interest thereunder will be due and payable, on the maturity date.
​
(2)
At September 30, 2019, $24,616 remained unused under the BNP Facility.
​
(3)
At September 30, 2019, $168,200 remained unused under the Deutsche Bank Credit facility.
​
(4)
At September 30, 2019, $80,000 remained unused under the JPM Credit facility.
​
(5)
At September 30, 2019, no amounts remained unused under the Goldman facility.
​
(6)
At September 30, 2019, $319,746 remained unused under the Senior Secured Revolving Credit Facility.
​
Off-Balance Sheet Arrangements
We currently have no off-balance sheet arrangements, including any risk management of commodity pricing or other hedging practices.
Recently Issued Accounting Standards
Recent Accounting Pronouncements: In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement-Disclosures Framework-Changes to Disclosure Requirements of Fair Value Measurement (Topic 820), or ASU 2018-13. ASU 2018-13 introduces new fair value disclosure requirements and eliminates and modifies certain existing fair value disclosure requirements. ASU 2018-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. We are currently evaluating the impact of ASU 2018-13 on our financial statements.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk (dollar amounts in thousands).
​
Interest Rate Risk
We are subject to financial market risks, including changes in interest rates. As of September 30, 2019, 76.7% of our portfolio investments (based on fair value) were debt investments paying variable interest rates and 19.3% were debt investments paying fixed interest rates, while 0.6% were other income producing investments, 2.5% were non-income producing investments and the remaining 0.9% consisted of investments on non-accrual status. A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to any variable rate investments we hold and to declines in the value of any fixed rate investments we hold. However, many of our variable rate investments provide for an interest rate floor, which may prevent our interest income from increasing until benchmark interest rates increase beyond a threshold amount. To the extent that a substantial portion of our investments may be in variable rate investments, an increase in interest rates beyond this threshold would make it easier for us to meet or exceed the hurdle rate applicable to the subordinated incentive fee on income and may result in a substantial increase in our net investment income and to the amount of incentive fees payable to the Advisor with respect to our increased pre-incentive fee net investment income.
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Subject to the requirements of the 1940 Act, we may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts. Although hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates. As of September 30, 2019, we have four pay-fixed, receive-floating interest rate swaps which we pay an annual fixed rate of 2.59% to 2.81% and receive three-month LIBOR on an aggregate notional amount of  $540 million. The interest rate swaps have quarterly settlement payments.
Pursuant to the terms of the BNP facility, Deutsche Bank credit facility, JPM credit facility and Goldman facility borrowings are at a floating rate based on LIBOR. To the extent that any present or future credit facilities, total return swap agreements or other financing arrangements that we or any of our subsidiaries enter into are based on a floating interest rate, we will be subject to risks relating to changes in market interest rates. In periods of rising interest rates when we or our subsidiaries have such debt outstanding, or financing arrangements in effect, our interest expense would increase, which could reduce our net investment income, especially to the extent we hold fixed rate investments.
The following table shows the effect over a twelve-month period of changes in interest rates on our interest income, interest expense and net interest income, assuming no changes in the composition of our investment portfolio, including the accrual status of our investments, and our financing arrangements in effect as of September 30, 2019:
Basis Point Change in Interest Rates
​ ​
Increase
(Decrease)
in Interest
Income(1)
 ​ ​
Increase
(Decrease)
in Interest
Expense
​ ​
Increase
(Decrease)
in Net
Interest
Income
​ ​
Percentage
Change
in Net
Interest
Income
​
Down 100 basis points
​ ​ ​ $ (27,331) ​ ​ ​ ​ $ (14,824) ​ ​ ​ ​ $ (12,507) ​ ​ ​ ​ ​ (4.4)% ​ ​
No change
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
Up 100 basis points
​ ​ ​ $ 27,963 ​ ​ ​ ​ $ 14,824 ​ ​ ​ ​ $ 13,139 ​ ​ ​ ​ ​ 4.6% ​ ​
Up 300 basis points
​ ​ ​ $ 85,922 ​ ​ ​ ​ $ 44,472 ​ ​ ​ ​ $ 41,450 ​ ​ ​ ​ ​ 14.6% ​ ​
Up 500 basis points
​ ​ ​ $ 144,611 ​ ​ ​ ​ $ 74,120 ​ ​ ​ ​ $ 70,491 ​ ​ ​ ​ ​ 24.8% ​ ​
​
(1)
Assumes no defaults or prepayments by portfolio companies over the next twelve months. Includes the net effect of the change in interest rates on the unrealized appreciation (depreciation) on the TRS. Pursuant to the TRS, Center City Funding receives from Citibank all interest payable in respect of the loans included in the TRS and pays to Citibank interest at a rate equal to one-month LIBOR plus 1.55% per annum on the utilized notional amount of the loans subject to the TRS. As of September 30, 2019, all of the loans underlying the TRS (based on fair value) paid variable interest rates.
​
We expect that our long-term investments will be financed primarily with equity and debt. If deemed prudent, we may use interest rate risk management techniques in an effort to minimize our exposure to interest rate fluctuations. These techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations.
In addition, we may have risk regarding portfolio valuation. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Valuation of Portfolio Investments.”
Item 4.
Controls and Procedures.
​
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2019.
Based on the foregoing, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that we would meet our disclosure obligations.
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Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) or 15d-15(f)) that occurred during the three-month period ended September 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
Item 1.
Legal Proceedings.
​
We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of any legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material adverse effect upon our financial condition or results of operations.
Item 1A.
Risk Factors.
​
There have been no material changes from the risk factors set forth in our annual report on Form 10-K for the year ended December 31, 2018, as supplemented by our definitive proxy statement for the Mergers (filed on August 13, 2019.)
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
​
Not applicable.
Item 3.
Defaults upon Senior Securities.
​
Not applicable.
Item 4.
Mine Safety Disclosures.
​
Not applicable.
Item 5.
Other Information.
​
Not applicable.
Item 6.
Exhibits.
​
Please note that the agreements included as exhibits to this quarterly report on Form 10-Q are included to provide information regarding their terms and are not intended to provide any other factual or disclosure information about FS Investment Corporation III or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement that have been made solely for the benefit of the other parties to the applicable agreement and may not describe the actual state of affairs as of the date they were made or at any other time.
The following exhibits are filed as part of this quarterly report or hereby incorporated by reference to exhibits previously filed with the SEC:
​ ​ 2.1 ​ ​ ​ Agreement and Plan of Merger, dated as of May 31, 2019, by and among FS Investment
Corporation II, Corporate Capital Trust II, FS Investment Corporation III, FS Investment
Corporation IV, NT Acquisition 1, Inc., NT Acquisition 2, Inc., NT Acquisition 3, Inc. and
FS/KKR Advisor, LLC. (Incorporated by reference to Exhibit 2.1 to Registrant’s Current Report
on Form 8-K filed on June 3, 2019). 		​
​ ​ 3.1 ​ ​ ​ Articles of Amendment and Restatement of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on April 2, 2014). ​
​ ​ 3.2 ​ ​ ​ Articles Supplementary of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 3, 2019). ​
​ ​ 3.3 ​ ​ ​ Second Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on June 3, 2019). ​
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​
​
4.1
​ ​ ​ Second Amended and Restated Distribution Reinvestment Plan of the Registrant (Incorporated by reference to Exhibit 4.1 to the Registrant’ s Current Report on Form 8-K filed on October 13, 2017.) ​
​ ​ 10.1 ​ ​ ​ Investment Advisory and Administrative Services Agreement, dated as of April 9, 2018, by and between the Registrant and FS/KKR Advisor, LLC (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-Kfiled on April 9, 2018). ​
​ ​ 10.2 ​ ​ ​ Custodian Agreement, dated as of January 6, 2014, by and between the Registrant and State
Street Bank and Trust Company (Incorporated by reference to Exhibit 10.5 to the Registrant’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed on March 31, 2014). 		​
​ ​ 10.3 ​ ​ ​ ISDA 2002 Master Agreement, together with the Schedule thereto and Credit Support Annex to such Schedule, each dated as of June 26, 2014, by and between Center City Funding LLC and Citibank, N.A. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 2, 2014). ​
​ ​ 10.4 ​ ​ ​ ISDA 2002 Master Agreement, together with the Schedule thereto and Credit Support Annex to
such Schedule, each dated as of June 26, 2014, including the Amended and Restated Paragraph 13
to such Credit Support Annex, dated September 5, 2017, by and between Center City Funding
LLC and Citibank, N.A. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current
Report on Form 8-K filed on September 11, 2017). 		​
​ ​ 10.5 ​ ​ ​ Schedule to the ISDA 2002 Master Agreement, amended and restated as of June 28, 2019,
between Center City Funding LLC and Citibank, N.A. (Incorporated by reference to Exhibit 10.2
to the Registrant’s Current Report on Form 8-K filed on July 5, 2019). 		​
​ ​ 10.6 ​ ​ ​ Confirmation Letter Agreement, dated as of June 26, 2014, by and between Center City Funding
LLC and Citibank, N.A. (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current
Report on Form 8-K filed on July 2, 2014). 		​
​ ​ 10.7 ​ ​ ​ Amended and Restated Confirmation Letter Agreement, dated as of August 25, 2014, by and between Center City Funding LLC and Citibank, N.A. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 27, 2014). ​
​ ​ 10.8 ​ ​ ​ Second Amended and Restated Confirmation Letter Agreement, dated as of September 29, 2014,
by and between Center City Funding LLC and Citibank, N.A. (Incorporated by reference to
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 2, 2014). 		​
​ ​ 10.9 ​ ​ ​ Third Amended and Restated Confirmation Letter Agreement, dated as of January 28, 2015, by and between Center City Funding LLC and Citibank, N.A. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 3, 2015). ​
​ ​ 10.10 ​ ​ ​ Fourth Amended and Restated Confirmation Letter Agreement, dated as of June 26, 2015, by and between Center City Funding LLC and Citibank, N.A. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 2, 2015). ​
​ ​ 10.11 ​ ​ ​ Fifth Amended and Restated Confirmation Letter Agreement, dated as of October 14, 2015, by and between Center City Funding LLC and Citibank, N.A. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 16, 2015). ​
​ ​ 10.12 ​ ​ ​ Sixth Amended and Restated Confirmation Letter Agreement, dated as of June 27, 2016, by and
between Center City Funding LLC and Citibank, N.A. (Incorporated by reference to Exhibit 10.1
to the Registrant’s Current Report on Form 8-K filed on July 1, 2016). 		​
​ ​ 10.13 ​ ​ ​ Seventh Amended and Restated Confirmation Letter Agreement, dated as of June 27, 2017, by and between Center City Funding LLC and Citibank, N.A. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 28, 2017). ​
​ ​ 10.14 ​ ​ ​ Eighth Amended and Restated Confirmation Letter Agreement, dated as of September 5, 2017, by and between Center City Funding LLC and Citibank, N.A. (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on September 11, 2017). ​
​ ​ 10.15 ​ ​ ​ Ninth Amended and Restated Confirmation Letter Agreement, dated as of March 31, 2018, by and between Center City Funding LLC and Citibank, N.A. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 4, 2018). ​
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​ ​ 10.16 ​ ​ ​ Tenth Amended and Restated Confirmation Letter Agreement, dated as of June 29, 2018, by and
between Center City Funding LLC and Citibank, N.A. (Incorporated by reference to Exhibit 10.1
to the Registrant’s Current Report on Form 8-K filed on July 5, 2018). 		​
​ ​ 10.17 ​ ​ ​ Eleventh Amended and Restated Confirmation Letter Agreement, dated as of September 28,
2018, by and between Center City Funding LLC and Citibank, N.A. (Incorporated by reference to
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 1, 2018). 		​
​ ​ 10.18 ​ ​ ​ Twelfth Amended and Restated Confirmation Letter Agreement, dated as of December 26, 2018,
by and between Center City Funding LLC and Citibank, N.A. (Incorporated by reference to
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 2, 2019). 		​
​ ​ 10.19 ​ ​ ​ Thirteenth Amended and Restated Confirmation Letter Agreement, dated as of June 28, 2019, by
and between Center City Funding LLC and Citibank, N.A. (Incorporated by reference to
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 5, 2019). 		​
​ ​ 10.20 ​ ​ ​ Committed Facility Agreement, dated as of October 17, 2014, by and between Burholme Funding
LLC and BNP Paribas Prime Brokerage, Inc., on behalf of itself and as agent for the BNPP
Entities (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K
filed on October 23, 2014). 		​
​ ​ 10.21 ​ ​ ​ U.S. PB Agreement, dated as of October 17, 2014, by and between Burholme Funding LLC and BNP Paribas Prime Brokerage, Inc., on behalf of itself and as agent for the BNPP Entities (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on October 23, 2014). ​
​ ​ 10.22 ​ ​ ​ Special Custody and Pledge Agreement, dated as of October 17, 2014, by and among Burholme
Funding LLC, BNP Paribas Prime Brokerage, Inc. and State Street Bank and Trust Company, as
custodian (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form
8-K filed on October 23, 2014). 		​
​ ​ 10.23 ​ ​ ​ First Amendment Agreement, dated as of March 11, 2015, to the Committed Facility Agreement,
dated as of October 17, 2014, between BNP Paribas Prime Brokerage, Inc., on behalf of itself
and as agent for the BNPP Entities, and Burholme Funding LLC (Incorporated by reference to
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 13, 2015). 		​
​ ​ 10.24 ​ ​ ​ Second Amendment Agreement, dated as of October 21, 2015, to the Committed Facility
Agreement, dated as of October 17, 2014, between BNP Paribas Prime Brokerage, Inc., on behalf
of itself and as agent for the BNPP Entities and Burholme Funding LLC. (Incorporated by
reference to Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K filed on March 11,
2016). 		​
​ ​ 10.25 ​ ​ ​ Third Amendment Agreement, dated as of March 16, 2016, to the Committed Facility
Agreement, dated as of October 17, 2014, between BNP Paribas Prime Brokerage, Inc., on behalf
of itself and as agent for the BNPP Entities and Burholme Funding LLC. (Incorporated by
reference to Exhibit 10.23 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2016 filed on November 14, 2016). 		​
​ ​ 10.26 ​ ​ ​ Fourth Amendment Agreement, dated as of August 29, 2016, to the Committed Facility
Agreement, dated as of October 17, 2014, between BNP Paribas Prime Brokerage, Inc., on behalf
of itself and as agent for the BNPP Entities and Burholme Funding LLC. (Incorporated by
reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 2,
2016). 		​
​ ​ 10.27 ​ ​ ​ Fifth Amendment Agreement, dated as of November 15, 2016, to the Committed Facility
Agreement, dated as of October 17, 2014, between BNP Paribas Prime Brokerage, Inc., on behalf
of itself and as agent for the BNPP Entities and Burholme Funding LLC. (Incorporated by
reference to Exhibit 10.34 to the Registrant’s Current Report on Form 8-K filed on November 21,
2016). 		​
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​ ​ 10.28 ​ ​ ​ Sixth Amendment Agreement, dated as of May 29, 2018, to the Committed Facility Agreement,
dated as of October 17, 2014, between BNP Paribas Prime Brokerage International, Ltd. and
Burholme Funding LLC. (Incorporated by reference to Exhibit 10.34 to the Registrant’s Quarterly
Report on Form 10-Q filed on August 14, 2018). 		​
​ ​ 10.29 ​ ​ ​ Seventh Amendment Agreement, dated as of June 12, 2019, to the Committed Facility Agreement, dated as of October 17, 2014, between BNP Paribas Prime Brokerage International, Ltd. and Burholme Funding LLC. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 17, 2019). ​
​ ​ 10.32 ​ ​ ​ Loan Financing and Servicing Agreement, dated as of December 2, 2014, by and among Dunlap
Funding LLC, as borrower, Deutsche Bank AG, New York Branch, as administrative agent, Wells
Fargo Bank, National Association, as collateral agent and collateral custodian, and the other
lenders and lender agents from time to time party thereto (Incorporated by reference to
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 8, 2014). 		​
​ ​ 10.33 ​ ​ ​ Amendment No. 1 to Loan Financing and Servicing Agreement, dated as of February 24, 2015, between Dunlap Funding LLC, as borrower, and Deutsche Bank AG, New York Branch, as administrative agent (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 2, 2015). ​
​ ​ 10.34 ​ ​ ​ Amendment No. 2 to Loan Financing and Servicing Agreement, dated as of March 24, 2015, between Dunlap Funding LLC, as borrower, and Deutsche Bank AG, New York Branch, as administrative agent (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 26, 2015). ​
​ ​ 10.35 ​ ​ ​ Amendment No. 3 to Loan Financing and Servicing Agreement, dated as of August 25, 2015, between Dunlap Funding LLC, as borrower, and Deutsche Bank AG, New York Branch, as administrative agent (Incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K filed on March 11, 2016). ​
​ ​ 10.36 ​ ​ ​ Amendment No. 4 to Loan Financing and Servicing Agreement, dated as of September 22, 2015,
between Dunlap Funding LLC, as borrower, and Deutsche Bank AG, New York Branch, as
administrative agent (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report
on Form 8-K filed on September 24, 2015). 		​
​ ​ 10.37 ​ ​ ​ Amendment No. 5 to Loan Financing and Servicing Agreement, dated as of October 8, 2015, between Dunlap Funding LLC, as borrower, and Deutsche Bank AG, New York Branch, as administrative agent (Incorporated by reference to Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed on March 11, 2016). ​
​ ​ 10.38 ​ ​ ​ 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 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 19, 2017). ​
​ ​ 10.39 ​ ​ ​ Amendment No. 8 to Loan Financing and Servicing Agreement, dated as of April 5, 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 (Incorporated by reference to Exhibit 10.37 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017 filed on May 10, 2017). ​
​ ​ 10.40 ​ ​ ​ 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, National
Association, as collateral agent and collateral custodian (Incorporated by reference to Exhibit 10.1
to the Registrant’s Current Report on Form 8-K filed on March 15, 2018). 		​
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​ ​ 10.41 ​ ​ ​ Amendment No. 10 to Loan Financing and Servicing Agreement, dated as of June 20, 2018,
among Dunlap Funding LLC, as borrower, Deutsche Bank AG, New York Branch, as facility
agent (formerly administrative agent), each lender party thereto, each agent party thereto, and
Wells Fargo Bank, National Association, as collateral agent and collateral custodian.
(Incorporated by reference to Exhibit 10.48 to the Registrant’s Quarterly Report on Form 10-Q filed
on August 14, 2018). 		​
​ ​ 10.42 ​ ​ ​ Waiver, Assignment and Amendment No. 11 to Loan Financing and Servicing Agreement, dated
as of September 17, 2018, among Dunlap Funding LLC, as borrower, Deutsche Bank AG, New
York Branch, as facility agent (formerly administrative agent), each lender party thereto, each
agent party thereto, and Wells Fargo Bank, National Association, as collateral agent and
collateral custodian. (Incorporated by reference to Exhibit 10.46 to the Registrant’s Quarterly
Report on Form 10-Q filed on November 14, 2018). 		​
​ ​ 10.43 ​ ​ ​ Amendment No. 12 to Loan Financing and Servicing Agreement, dated as of December 21, 2018,
among Dunlap Funding LLC, as borrower, Deutsche Bank AG, New York Branch, as facility
agent, each lender party thereto, each agent party thereto, and Wells Fargo Bank, National
Association, as collateral agent and collateral custodian. (Incorporated by reference to
Exhibit 10.43 to the Registrant’s Annual Report on Form 10-K filed on March 19, 2019). 		​
​ ​ 10.44 ​ ​ ​ Omnibus Amendment, dated as of February 19, 2019, between Dunlap Funding LLC, as
borrower, Deutsche Bank AG, New York Branch, as facility agent, each lender party thereto, each
agent party thereto, and Wells Fargo Bank, National Association, as collateral agent and
collateral custodian. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report
on Form 8-K filed on February 25, 2019). 		​
​ ​ 10.45 ​ ​ ​ Loan Agreement, dated as of May 8, 2015, by and among Jefferson Square Funding LLC, as borrower, JPMorgan Chase Bank, National Association, as administrative agent, each of the lenders from time to time party thereto, Citibank, N.A., as collateral agent and securities intermediary and Virtus Group, LP, as collateral administrator (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 14, 2015). ​
​ ​ 10.46 ​ ​ ​ Amendment No. 1 to Loan Agreement, dated as of September 8, 2015, between Jefferson Square
Funding LLC, as borrower, and JPMorgan Chase Bank, National Association, as administrative
agent, each of the lenders from time to time party thereto, Citibank, N.A., as collateral agent and
securities intermediary and Virtus Group, LP, as collateral administrator (Incorporated by
reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 14,
2015). 		​
​ ​ 10.47 ​ ​ ​ Amendment No. 2 to Loan Agreement, dated as of March 1, 2016, between Jefferson Square
Funding LLC, as borrower, and JPMorgan Chase Bank, National Association, as administrative
agent, each of the lenders from time to time party thereto, Citibank, N.A., as collateral agent and
securities intermediary and Virtus Group, LP, as collateral administrator (Incorporated by
reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 7, 2016). 		​
​ ​ 10.48 ​ ​ ​ Amended and Restated Loan and Security Agreement, dated as of July 16, 2018, by and between
Jefferson Square Funding LLC, as borrower, JPMorgan Chase Bank, National Association, as
administrative agent, the lenders party thereto, and State Street Bank and Trust Company, as
collateral administrator, collateral agent and securities intermediary (Incorporated by reference to
the Registrant’s Current Report on Form 8-K filed on July 20, 2018). 		​
​ ​ 10.49 ​ ​ ​ Second Amended and Restated Loan and Security Agreement, dated as of March 4, 2019, by and
between Jefferson Square Funding LLC, as borrower, JPMorgan Chase Bank, National
Association, as administrative agent, the lenders party thereto, and Wells Fargo Bank, National
Association, as collateral administrator, collateral agent and securities intermediary party thereto.
(Incorporated by reference to Exhibit 10.49 to the Registrant’s Annual Report on Form 10-K filed on
March 19, 2019). 		​
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​ ​ 10.50 ​ ​ ​ Credit Agreement, dated as of July 10, 2019, among Germantown Funding LLC, Goldman Sachs
Bank USA, as lender, sole lead arranger, administrative agent and calculation agent, and Wells
Fargo Bank, National Association, as collateral agent and collateral administrator. (Incorporated
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 16, 2019). 		​
​ ​ 10.51 ​ ​ ​ Amended and Restated Senior Secured Revolving Credit Agreement, dated as of November 7, 2019, by and among FS KKR Capital Corp., FS Investment Corporation II, and FS Investment Corporation III, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, ING Capital LLC, as collateral agent, and the lenders, documentation agents, joint bookrunners, and joint lead arrangers party thereto. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 13, 2019.) ​
​ ​ 31.1* ​ ​ ​ Certification of Chief Executive Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended. ​
​ ​ 31.2* ​ ​ ​ Certification of Chief Financial Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended. ​
​ ​ 32.1* ​ ​ ​ Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ​
​
*
Filed herewith.
​
​
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this quarterly report to be signed on its behalf by the undersigned, thereunto duly authorized on November 14, 2019.
​ ​ ​ ​ FS INVESTMENT CORPORATION III ​
​ ​ ​ ​ By: ​ ​
/s/ Michael C. Forman
​
Michael C. Forman
Chief Executive Officer
(Principal Executive Officer)
 ​
​ ​ ​ ​ By: ​ ​
/s/ William Goebel
​
William Goebel
Chief Financial Officer
(Principal Financial and Accounting Officer)
 ​
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