As filed with the Securities and Exchange Commission on October 4, 2012
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
FS ENERGY AND POWER FUND
(Name of Subject Company (Issuer))
FS ENERGY AND POWER FUND
(Names of filing Persons (Offeror and Issuer))
Common Shares of Beneficial Interest,
Par Value $0.001 per share
(Title of Class of Securities)
30264D 109
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
Michael C. Forman
President and Chief Executive Officer
FS Energy and Power Fund
Cira Centre
2929 Arch Street, Suite 675
Philadelphia, PA 19104
(215) 495-1150
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing person)
Copies to:
James A. Lebovitz, Esq.
Thomas J. Friedmann, Esq.
Dechert LLP
Cira Centre
2929 Arch Street
Philadelphia, PA 19104
Tel: (215) 994-4000
Fax: (215) 994-2222
CALCULATION OF FILING FEE
| TRANSACTION VALUATION |
| AMOUNT OF FILING FEE |
|
| $943,869.24 |
| $108.17* |
|
* The Filing Fee is calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, and equals $114.60 for each $1,000,000 of the value of the transaction.
x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify persons filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $108.17
Form or Registration No.: Schedule TO
Filing Party: FS Energy and Power Fund
Date Filed: August 20, 2012
¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
¨ Third-party tender offer subject to Rule 14d-1.
x Issuer tender offer subject to Rule 13e-4.
¨ Going-private transaction subject to Rule 13e-3.
¨ Amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: x
FINAL AMENDMENT TO TENDER OFFER STATEMENT
This Amendment No. 1 supplements and amends the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on August 20, 2012 by FS Energy and Power Fund, a Delaware statutory trust (the “Company”), in connection with the offer by the Company to purchase up to 103,836 shares of its issued and outstanding common shares of beneficial interest, par value $0.001 per share (the “Shares”) (which number represents 2.5% of the weighted average number of Shares outstanding for the calendar year ended December 31, 2011). The tender offer was made upon and subject to the terms and conditions set forth in the Offer to Purchase, dated August 20, 2012, and the related Letter of Transmittal (together, the “Offer”). The Offer terminated at 5:00 P.M., Central Time, on September 25, 2012, and a total of 44,338.985 Shares were validly tendered and not withdrawn pursuant to the Offer as of such date. In accordance with the terms of the Offer, the Company purchased all 44,338.985 Shares validly tendered and not withdrawn at a price equal to $9.225 per Share (an amount equal to 90% of the Company’s October 1, 2012 public offering price of $10.25 per Share) for an aggregate purchase price of approximately $409,027.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: October 4, 2012
| FS ENERGY AND POWER FUND | |
|
|
|
| By: | /s/ MICHAEL C. FORMAN |
|
| Name: Michael C. Forman |
|
| Title: President and Chief Executive Officer |
