FS Specialty Lending Fund 10Q 2020 Q3 Quarterly report

TABLE OF CONTENTS

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, 2020

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER: 814-00841

FS Energy and Power Fund

(Exact name of registrant as specified in its charter)

	Delaware			27-6822130
	(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
	201 Rouse Boulevard Philadelphia, Pennsylvania (Address of principal executive office)			19112 (Zip Code)

Registrant’s telephone number, including area code: (215) 495-1150

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 to not 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 on 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. The issuer had 440,020,257 common shares of beneficial interest outstanding as of November 10, 2020.

TABLE OF CONTENTS

	Page
PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS		1
Consolidated Balance Sheets as of September 30, 2020 (Unaudited) and December 31, 2019		1
Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2020 and 2019		2
Unaudited Consolidated Statements of Changes in Net Assets for the three and nine months ended September 30, 2020 and 2019		3
Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019		4
Consolidated Schedules of Investments as of September 30, 2020 (Unaudited) and December 31, 2019		5
Notes to Unaudited Consolidated Financial Statements		17
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		45
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		63
ITEM 4. CONTROLS AND PROCEDURES		64
PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS		65
ITEM 1A. RISK FACTORS		65
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		65
ITEM 3. DEFAULTS UPON SENIOR SECURITIES		65
ITEM 4. MINE SAFETY DISCLOSURES		65
ITEM 5. OTHER INFORMATION		65
ITEM 6. EXHIBITS		66
SIGNATURES		68

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PART I—FINANCIAL INFORMATION

Item 1.

Financial Statements.

FS Energy and Power Fund

Consolidated Balance Sheets
(in thousands, except share and per share amounts)

	September 30, 2020 (Unaudited)			December 31, 2019
Assets
Investments, at fair value
Non-controlled/unaffiliated investments (amortized cost—$2,346,832 and $3,399,611, respectively)		$	1,851,716		$	3,108,039
Non-controlled/affiliated investments (amortized cost—$374,604 and $698,631, respectively)			233,727			374,598
Controlled/affiliated investments (amortized cost—$115,137 and $27,464, respectively)			115,281			—
Total investments, at fair value (amortized cost—$2,836,573 and $4,125,706, respectively)			2,200,724			3,482,637
Cash			159,570			149,752
Restricted cash			—			667
Receivable for investments sold and repaid			614			729
Swap income receivable			—			395
Unrealized appreciation on swap contracts			—			6,831
Interest receivable			19,064			33,507
Prepaid expenses and other assets			187			266
Total assets		$	2,380,159		$	3,674,784
Liabilities
Payable for investments purchased		$	—		$	28,518
Credit facilities payable (net of deferred financing costs of $6,291 and $6,370, respectively)(1)			410,376			730,297
Secured note payable (net of deferred financing costs of $5,792 and $7,344, respectively)(1)			477,514			485,313
Shareholder distributions payable			13,164			10,240
Management fees payable(2)			31,591			15,582
Administrative services expense payable			1,337			507
Interest payable			5,045			16,567
Unrealized depreciation on swap contracts			—			280
Trustees’ fees payable			190			192
Other accrued expenses and liabilities			4,327			7,683
Total liabilities			943,544			1,295,179
Commitments and contingencies ($5,647 and $28,104, respectively)(3)
Shareholders’ equity
Preferred shares, $0.001 par value, 50,000,000 shares authorized, none issued and outstanding			—			—
Common shares, $0.001 par value, 700,000,000 shares authorized, 438,393,705 and 438,477,007 shares issued and outstanding, respectively			438			438
Capital in excess of par value			3,604,581			3,610,533
Accumulated earnings (deficit)			(2,168,404)			(1,231,366)
Total shareholders’ equity			1,436,615			2,379,605
Total liabilities and shareholders’ equity		$	2,380,159		$	3,674,784
Net asset value per common share at period end		$	3.28		$	5.43

(1)

See Note 9 for a discussion of the Company’s financing arrangements.

(2)

See Note 4 for a discussion of the Company’s management fees.

(3)

See Note 10 for a discussion of the Company’s commitments and contingencies.

See notes to unaudited consolidated financial statements.

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FS Energy and Power Fund

Unaudited Consolidated Statements of Operations
(in thousands, except share and per share amounts)

		Three Months Ended September 30,						Nine Months Ended September 30,
		2020			2019			2020			2019
Investment income
From non-controlled/unaffiliated investments:
Interest income			$	28,644		$	81,714		$	125,230		$	233,524
Paid-in-kind interest income				4,131			2,829			13,383			7,176
Fee income				352			—			862			1,726
Dividend income	��			—			—			66			—
From non-controlled/affiliated investments:
Interest income				5,510			6,959			20,670			22,861
Paid-in-kind interest income				5,921			315			9,153			1,047
Fee income				—			4,657			—			4,657
From controlled/affiliated investments:
Interest income				1,561			—			1,561			—
Total investment income				46,119			96,474			170,925			270,991
Operating expenses
Management fees				10,626			17,533			38,619			51,471
Administrative services expenses				2,628			1,330			4,937			3,375
Share transfer agent fees				738			658			1,953			2,151
Accounting and administrative fees				172			354			611			907
Interest expense(1)				19,834			23,050			60,152			65,836
Trustees’ fees				190			192			597			570
Other general and administrative expenses				1,236			1,163			4,415			2,960
Total operating expenses				35,424			44,280			111,284			127,270
Less: Management fee offset(2)				(2)			(3,158)			(452)			(4,519)
Net expenses				35,422			41,122			110,832			122,751
Net investment income				10,697			55,352			60,093			148,240
Realized and unrealized gain/loss
Net realized gain (loss) on investments:
Non-controlled/unaffiliated				(176,011)			(18,383)			(503,067)			(22,727)
Non-controlled/affiliated				(309,777)			6,065			(427,633)			6,510
Controlled/affiliated				—			—			(27,464)			—
Net realized gain (loss) on swap contracts				—			1,613			20,250			4,070
Net realized gain (loss) on debt extinguishment				—			—			2,591			—
Net change in unrealized appreciation (depreciation) on investments:
Non-controlled/unaffiliated				145,014			(83,028)			(203,544)			(41,713)
Non-controlled/affiliated				323,167			(59,188)			183,156			(38,031)
Controlled/affiliated				447			—			27,608			—
Net change in unrealized appreciation (depreciation) on swap contracts				—			3,800			(6,551)			(6,919)
Net change in unrealized gain (loss) on foreign currency				6			—			(9)			—
Total net realized and unrealized gain (loss)				(17,154)			(149,121)			(934,663)			(98,810)
Net increase (decrease) in net assets resulting from operations			$	(6,457)		$	(93,769)		$	(874,570)		$	49,430
Per share information—basic and diluted
Net increase (decrease) in net assets resulting from operations (Earnings per Share)			$	(0.01)		$	(0.21)		$	(2.00)		$	0.11
Weighted average shares outstanding				438,305,464			437,324,544			436,850,956			437,406,054

(1)

See Note 9 for a discussion of the Company’s financing arrangements.

(2)

See Note 4 for a discussion of the offset by FS/EIG Advisor, LLC, the Company’s investment adviser, of certain management fees to which it was otherwise entitled during the applicable period.

See notes to unaudited consolidated financial statements.

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FS Energy and Power Fund

Unaudited Consolidated Statements of Changes in Net Assets
(in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Operations
Net investment income		$	10,697		$	55,352		$	60,093		$	148,240
Net realized gain (loss) on investments, swap contracts and debt extinguishment			(485,788)			(10,705)			(935,323)			(12,147)
Net change in unrealized appreciation (depreciation) on investments			468,628			(142,216)			7,220			(79,744)
Net change in unrealized appreciation (depreciation) on swap contracts			—			3,800			(6,551)			(6,919)
Net change in unrealized gain (loss) on foreign currency			6			—			(9)			—
Net increase (decrease) in net assets resulting from operations			(6,457)			(93,769)			(874,570)			49,430
Shareholder distributions(1)
Distributions to shareholders			(13,163)			(54,542)			(62,468)			(163,732)
Net decrease in net assets resulting from shareholder distributions			(13,163)			(54,542)			(62,468)			(163,732)
Capital share transactions(2)
Reinvestment of shareholder distributions			5,442			24,826			20,871			77,781
Repurchases of common shares			—			(27,940)			(26,823)			(87,305)
Net increase (decrease) in net assets resulting from capital share transactions			5,442			(3,114)			(5,952)			(9,524)
Total increase (decrease) in net assets			(14,178)			(151,425)			(942,990)			(123,826)
Net assets at beginning of period			1,450,793			2,675,785			2,379,605			2,648,186
Net assets at end of period		$	1,436,615		$	2,524,360		$	1,436,615		$	2,524,360

(1)

See Note 5 for a discussion of the sources of distributions paid by the Company.

(2)

See Note 3 for a discussion of the Company’s common share transactions.

See notes to unaudited consolidated financial statements.

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FS Energy and Power Fund

Unaudited Consolidated Statements of Cash Flows
(in thousands)

	Nine Months Ended September 30,
	2020			2019
Cash flows from operating activities
Net increase (decrease) in net assets resulting from operations		$	(874,570)		$	49,430
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases of investments			(299,218)			(912,202)
Paid-in-kind interest			(22,536)			(8,223)
Proceeds from sales and repayments of investments			677,114			745,925
Net realized (gain) loss on investments			958,164			16,217
Net change in unrealized (appreciation) depreciation on investments			(7,220)			79,744
Net change in unrealized (appreciation) depreciation on swap contracts			6,551			6,919
Accretion of discount			(24,391)			(18,306)
Amortization of deferred financing costs and discount			5,793			4,640
(Increase) decrease in receivable for investments sold and repaid			115			10,970
(Increase) decrease in interest receivable			14,443			(8,788)
(Increase) decrease in swap income receivable			395			294
(Increase) decrease in prepaid expenses and other assets			79			1,992
Increase (decrease) in payable for investments purchased			(28,518)			(38,633)
Increase (decrease) in management fees payable			16,009			(2,031)
Increase (decrease) in administrative services expense payable			830			483
Increase (decrease) in swap income payable			—			(225)
Increase (decrease) in interest payable(1)			(11,522)			(8,983)
Increase (decrease) in trustees’ fees payable			(2)			9
Increase (decrease) in other accrued expenses and liabilities			(3,356)			787
Net cash provided by (used in) operating activities			408,160			(79,981)
Cash flows from financing activities
Repurchases of common shares			(26,823)			(87,305)
Shareholder distributions paid			(38,673)			(84,999)
Borrowings under credit facilities(1)			160,000			460,000
Repayments of credit facilities(1)			(480,000)			(245,000)
Repayments under senior secured notes(1)			(11,000)			—
Deferred financing costs paid			(2,513)			(566)
Net cash provided by (used in) financing activities			(399,009)			42,130
Total increase (decrease) in cash			9,151			(37,851)
Cash at beginning of period			150,419			98,506
Cash at end of period		$	159,570		$	60,655
Supplemental disclosure
Reinvestment of shareholder distributions		$	20,871		$	77,781
Non-cash purchase of investments		$	(297,623)		$	(128,941)
Non-cash sales of investments		$	297,623		$	128,941

(1)

See Note 9 for a discussion of the Company’s financing arrangements. During the nine months ended September 30, 2020 and 2019, the Company paid $65,881 and $70,179, respectively, in interest expense on the financing arrangements and Senior Secured Notes.

See notes to unaudited consolidated financial statements.

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FS Energy and Power Fund

Unaudited Consolidated Schedule of Investments
As of September 30, 2020
(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—43.6%
AIRRO (Mauritius) Holdings II	(k)(p)(s)	Power	L+350, 3.5% PIK, (3.5% Max PIK)		1.5%	7/24/25		$	20,272		$	17,620		$	15,478
AIRRO (Mauritius) Holdings II	(e)(k)(p)(s)	Power	L+350, 3.5% PIK, (3.5% Max PIK)		1.5%	7/24/25			15,474			15,474			11,815
Allied Wireline Services, LLC	(f)(n)(s)(x)	Service & Equipment	10.0% PIK (10.0% Max PIK)			6/15/25			53,007			53,007			53,007
ARB Midstream Operating Company, LLC	(s)	Midstream	L+825		1.0%	11/6/21			2,307			2,304			2,171
Bioenergy Infrastructure Holdings Limited	(k)(s)	Power	L+725		1.0%	12/22/22			776			773			698
Bioenergy Infrastructure Holdings Limited	(e)(k)(s)	Power	L+725		1.0%	12/22/22			543			543			489
Bioenergy Infrastructure Holdings Limited	(e)(k)(s)	Power	L+725		1.0%	12/22/22			544			544			489
Birch Permian LLC	(s)	Upstream	L+800		1.5%	4/12/23			49,865			49,574			48,583
Brazos Delaware II LLC	(h)	Midstream	L+400			5/21/25			63,165			60,243			48,254
Cimarron Energy Inc.	(s)	Service & Equipment	L+900		1.0%	6/30/21			7,500			7,500			7,172
Cox Oil Offshore, LLC, Volumetric Production Payments	(i)(s)(v)	Upstream	0.0%			12/31/23			100,000			44,082			34,870
EIF Van Hook Holdings, LLC	(h)	Midstream	L+525			9/5/24			34,069			33,399			21,464
FR BR Holdings LLC	(h)(s)	Midstream	L+650			12/14/23			86,659			82,932			81,540
Luxe Drillship Operating, LLC	(s)	Upstream	8.0%			10/30/24			18,061			17,069			18,822
MECO IV LLC	(s)	Upstream	L+925		1.5%	9/14/21			35,000			34,595			28,700
MRP CalPeak Holdings, LLC	(h)(s)	Power	L+525		1.5%	1/27/25			14,884			14,884			14,636
MRP West Power Holdings II, LLC	(h)(s)	Power	L+525		1.5%	1/27/25			14,925			14,925			14,696
Navitas Midstream Midland Basin LLC	(h)	Midstream	L+450		1.0%	12/13/24			57,402			56,437			54,216
Navitas Midstream Midland Basin LLC (Mirror Tranche)		Midstream	L+450		1.0%	12/13/24			39,500			38,064			37,308
NNE Holding LLC	(h)(s)	Upstream	L+800			3/2/22			40,000			39,957			36,800
Panda Stonewall LLC	(h)	Power	L+550		1.0%	11/13/21			3,329			3,178			3,033
Permian Production Partners LLC	(f)(m)(o)(s)	Upstream	L+600		1.0%	5/18/24			44,498			43,184			10,470
Plainfield Renewable Energy Holdings LLC	(s)	Power	10.0% (10.0% Max PIK)			8/22/25			2,998			2,998			1,274
Plainfield Renewable Energy Holdings LLC, Letter of Credit	(e)(s)	Power	10.0%			8/22/23			2,709			2,709			1,151
Plainfield Renewable Energy Holdings LLC	(s)	Power	15.5% (9.5% Max PIK)			8/22/25			10,801			10,801			10,772
Swift Worldwide Resources US Holdings Corp.	(h)(s)	Service & Equipment	L+1100, 1.0% PIK (1.0% Max PIK)		2.5%	7/20/21			59,986			59,986			59,986
Warren Resources, Inc.	(s)(w)	Upstream	L+900, 1.0% PIK (1.0% Max PIK)		1.0%	5/21/21			27,717			27,717			27,717
Total Senior Secured Loans—First Lien												734,499			645,611
Unfunded Loan Commitments												(19,270)			(19,270)
Net Senior Secured Loans—First Lien												715,229			626,341
Senior Secured Loans—Second Lien—18.1%
Aethon III BR LLC	(s)	Upstream	L+750		1.5%	1/10/25			10,000			9,883			10,000
Aethon United BR LP	(f)(h)(s)	Upstream	L+675		1.0%	9/8/23			148,150			146,853			146,402
Chisholm Oil and Gas Operating, LLC	(m)(o)(s)	Upstream	L+550, 3.0% PIK (3.0% Max PIK)		1.3%	3/21/24			199,000			196,000			1,384
Chisholm Energy Holdings, LLC	(f)(s)	Upstream	L+625		1.5%	5/15/26			21,429			21,249			20,441
Encino Acquisition Partners Holdings LLC	(f)	Upstream	L+675		1.0%	10/29/25			41,828			35,831			33,621
Peak Exploration & Production, LLC	(f)(s)	Upstream	L+675		1.5%	11/16/23			13,545			13,494			13,481
Peak Exploration & Production, LLC	(e)(f)(s)	Upstream	L+675		1.5%	11/16/23			1,505			1,505			1,498
Penn Virginia Holdings Corp.	(f)(h)(k)(s)	Upstream	L+700		1.0%	9/29/22			20,000			20,000			18,150
SilverBow Resources, Inc.	(f)(h)(k)(s)	Upstream	L+750		1.0%	12/15/24			19,000			18,871			16,720
Total Senior Secured Loans—Second Lien												463,686			261,697
Unfunded Loan Commitments												(1,505)			(1,505)
Net Senior Secured Loans—Second Lien												462,181			260,192

See notes to unaudited consolidated financial statements.

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FS Energy and Power Fund

Unaudited Consolidated Schedule of Investments (Continued)
As of September 30, 2020
(in thousands, except share amounts)

Portfolio Company(a)	Footnotes	Industry	Rate(b)	Floor		Maturity	Principal Amount(c)			Amortized Cost			Fair Value(d)
Senior Secured Bonds—18.4%
Black Swan Energy Ltd.	(k)(s)	Upstream	9.0%			1/20/24		$	90,000		$	90,000		$	89,550
Limetree Bay Ventures, LLC	(f)(s)(w)	Midstream	20.0% PIK (20.0% Max PIK)			1/4/21			25,153			25,153			28,525
Limetree Bay Ventures, LLC	(f)(s)(w)	Midstream	20.0% PIK (20.0% Max PIK)			1/4/21			32,983			32,319			37,561
Velvet Energy Ltd.	(f)(k)(s)	Upstream	9.0%			10/5/23			120,000			120,000			108,293
Total Senior Secured Bonds												267,472			263,929
Unsecured Debt—13.0%
Global Jet Capital Holdings, LP	(f)(s)	Industrials	15.0% PIK (15.0% Max PIK)			1/30/25			1,280			1,148			1,160
Global Jet Capital Holdings, LP	(f)(s)	Industrials	15.0% PIK (15.0% Max PIK)			4/30/25			8,138			7,297			7,375
Global Jet Capital Holdings, LP	(f)(s)	Industrials	15.0% PIK (15.0% Max PIK)			9/3/25			1,682			1,508			1,524
Global Jet Capital Holdings, LP	(f)(s)	Industrials	15.0% PIK (15.0% Max PIK)			9/29/25			1,583			1,420			1,435
Global Jet Capital Holdings, LP	(f)(s)	Industrials	15.0% PIK (15.0% Max PIK)			12/2/26			1,392			1,248			1,262
Great Western Petroleum, LLC	(f)(s)	Upstream	8.5%			4/15/25			13,636			13,163			12,954
Great Western Petroleum, LLC	(f)	Upstream	9.0%			9/30/21			35,830			35,796			21,229
Hammerhead Resources Inc.	(f)(k)(s)	Upstream	12.0% PIK (12.0% Max PIK)			7/15/24			70,607			69,946			55,607
Limetree Bay Ventures, LLC	(f)(s)(w)	Midstream	15.0% PIK (15.0% Max PIK)			3/3/21			37,350			37,350			38,139
Limetree Bay Ventures, LLC	(f)(s)(w)	Midstream	20.0% PIK (20.0% Max PIK)			2/1/21			9,734			9,734			11,667
Lonestar Resources America Inc.	(f)(m)(o)	Upstream	11.3%			1/1/23			22,500			23,189			4,050
Moss Creek Resources, LLC	(f)	Upstream	7.5%			1/15/26			6,693			5,019			4,040
Tenrgys, LLC	(f)(m)(n)(o)(s)	Upstream	L+900		2.5%	12/23/18			75,000			75,000			26,500
Total Unsecured Debt												281,818			186,942
							Number of Shares			Amortized Cost			Fair Value(d)
Preferred Equity—37.4%(l)
Abaco Energy Technologies LLC, Preferred Equity	(o)(s)	Service & Equipment							28,942,003		$	1,447		$	5,007
Altus Midstream LP, Series A Preferred Units	(j)(s)	Midstream	11.0%			6/28/26			52,856			55,637			50,940
Global Jet Capital Holdings, LP, Preferred Equity	(f)(o)(s)	Industrials							27,856			2,786			—
Great Western Petroleum, LLC, Preferred Equity	(f)(r)(s)	Upstream	15.5%			12/31/27			36,364			45,685			25,455
Limetree Bay Ventures, LLC, Preferred Equity	(f)(m)(o)(s)(w)	Midstream	13.5%			11/27/23			92,668,228			86,729			42,729
Limetree Bay Ventures, LLC, Preferred Equity	(f)(m)(o)(s)(w)	Midstream	13.5%			11/27/23			57,850,307			53,548			—
NGL Energy Partners, LP, Preferred Equity	(k)(s)	Midstream	14.2%			7/2/27			156,250			165,658			134,005
NuStar, Preferred Equity	(f)(h)(k)(s)	Midstream	12.8%			6/29/28			3,910,165			102,138			113,618
Segreto Power Holdings, LLC, Preferred Equity	(f)(g)(s)	Power	13.1%			6/30/25			70,297			90,415			81,189
USA Compression Partners, LP, Preferred Equity	(h)(k)(s)	Midstream	9.8%			4/3/28			79,336			77,567			84,294
Total Preferred Equity												681,610			537,237
							Principal Amount(c)			Amortized Cost			Fair Value(d)
Sustainable Infrastructure Investments, LLC—4.2%
Sustainable Infrastructure Investments, LLC	(k)(s)(x)	Power						$	60,603		$	60,603		$	60,906
Total Sustainable Infrastructure Investments, LLC												60,603			60,906

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Unaudited Consolidated Schedule of Investments (Continued)
As of September 30, 2020
(in thousands, except share amounts)

Portfolio Company(a)	Footnotes	Industry	Number of Shares		Amortized Cost			Fair Value(d)
Equity/Other—18.5%(l)
Abaco Energy Technologies LLC, Common Equity	(f)(o)(s)	Service & Equipment		6,944,444		$	6,944		$	854
AIRRO (Mauritius) Holdings II, Warrants	(f)(k)(o)(p)(s)	Power		35			2,652			2,364
Allied Wireline Services, LLC, Common Equity	(f)(n)(o)(s)(x)	Service & Equipment		484,000			1,527			1,368
Allied Wireline Services, LLC, Warrants	(n)(o)(s)(x)	Service & Equipment		220,000			—			—
Arena Energy, LP, Contingent Value Rights	(f)(o)(s)	Upstream		126,623,117			351			351
Ascent Resources Utica Holdings, LLC, Common Equity	(f)(o)(q)(s)	Upstream		148,692,908			44,700			33,307
Chisholm Oil and Gas, LLC, Series A Units	(g)(o)(s)	Upstream		14,700,000			14,700			—
Cimarron Energy Holdco Inc., Common Equity	(f)(o)(s)	Service & Equipment		4,302,293			3,950			204
Cimarron Energy Holdco Inc., Participation Option	(f)(o)(s)	Service & Equipment		25,000,000			1,289			1,188
Denbury Resources Inc., Common Equity	(f)(k)(o)	Upstream		1,265,510			22,906			22,273
FourPoint Energy, LLC, Common Equity	(g)(n)(o)(s)	Upstream		237,063			138,208			138,208
Harvest Oil & Gas Corp., Common Equity	(f)(o)(w)	Upstream		135,062			18,909			4,727
JSS Holdco, LLC, Net Profits Interest	(f)(o)(s)	Industrials		N/A			—			58
Limetree Bay Ventures, LLC, Common Equity	(f)(o)(s)(w)	Midstream		128,645			3,406			—
Luxe Drillship Operating, LLC, Overriding Royalty Interest	(f)(o)(s)	Upstream		N/A			1,354			961
MB Precision Investment Holdings LLC, Class A-2 Units	(f)(n)(o)(s)	Industrials		1,426,110			490			—
NGL Energy Partners, LP, Warrants (Par)	(f)(k)(o)(s)	Midstream		2,187,500			3,083			243
NGL Energy Partners, LP, Warrants (Premium)	(f)(k)(o)(s)	Midstream		3,125,000			2,623			244
NGL Energy Partners, LP, Warrants (Premium)	(f)(k)(o)(s)	Midstream		781,250			576			61
NGL Energy Partners, LP, Warrants (Par)	(f)(k)(o)(s)	Midstream		546,880			630			59
Ridgeback Resources Inc., Common Equity	(f)(k)(o)(s)(t)(w)	Upstream		9,599,928			58,985			36,745
Rosehill Operating Company, LLC, Common Equity	(f)(n)(o)(s)	Upstream		13,973			2,182			2,182
Swift Worldwide Resources Holdco Limited, Common Equity	(f)(k)(o)(s)(u)	Service & Equipment		3,750,000			6,029			2,025
UP Energy, LLC, Common Equity	(f)(o)(s)	Upstream		367,237			8,524			8,560
USA Compression Partners, LP, Warrants (Market)	(f)(h)(k)(o)(s)	Midstream		793,359			555			726
USA Compression Partners, LP, Warrants (Premium)	(f)(h)(k)(o)(s)	Midstream		1,586,719			714			1,116
Warren Resources, Inc., Common Equity	(f)(o)(s)(w)	Upstream		4,415,749			20,754			5,917
Whiting Petroleum Corp., Common Equity	(f)(k)(o)	Upstream		83,030			1,619			1,436
Total Equity/Other							367,660			265,177
TOTAL INVESTMENTS—153.2%						$	2,836,573			2,200,724
LIABILITIES IN EXCESS OF OTHER ASSETS—(53.2%)										(764,109)
NET ASSETS—100.0%									$	1,436,615

(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, 2020, the three-month London Interbank Offered Rate, or LIBOR, was 0.23% and the U.S. Prime Lending Rate, or Prime, was 3.25%. PIK means paid-in-kind. PIK income accruals may be adjusted based on the fair value of the underlying investment.

(c)

Denominated in U.S. dollars, unless otherwise noted.

(d)

Fair value determined by the Company’s board of trustees (see Note 8).

(e)

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.

(f)

Security or portion thereof is pledged as collateral supporting the amounts outstanding under the Senior Secured Notes with JPMorgan Chase Bank, N.A. (see Note 9).

(g)

Security held within FS Energy Investments, LLC, a wholly-owned subsidiary of the Company.

(h)

Security or portion thereof held within Gladwyne Funding LLC, a wholly-owned subsidiary of the Company.

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Unaudited Consolidated Schedule of Investments (Continued)
As of September 30, 2020
(in thousands, except share amounts)

(i)

Security held within EP Northern Investments, LLC, a wholly-owned subsidiary of the Company.

(j)

Security held within FS Power Investments, LLC, a wholly-owned subsidiary of the Company.

(k)

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 a qualifying asset, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the business development company’s total assets. As of September 30, 2020, 68.0% of the Company’s total assets represented qualifying assets. Therefore, the Company may not make investments other than in qualifying assets until qualifying assets represent at least 70% of the Company’s total assets.

(l)

Listed investments may be treated as debt for U.S. generally accepted accounting principles, or GAAP, or tax purposes.

(m)

Security was on non-accrual status as of September 30, 2020.

(n)

Security held within FSEP Investments, Inc., a wholly-owned subsidiary of the Company.

(o)

Security is non-income producing.

(p)

Security or portion thereof held within FS Power Investments II, LLC, a wholly-owned subsidiary of the Company.

(q)

Security held within EP American Energy Investments, Inc., a wholly-owned subsidiary of the Company.

(r)

Security held within EP Synergy Investments, Inc., a wholly-owned subsidiary of Gladwyne Funding LLC.

(s)

Security is classified as Level 3 in the Company’s fair value hierarchy (See Note 8).

(t)

Investment denominated in Canadian dollars. Amortized cost and fair value are converted into U.S. dollars as of September 30, 2020.

(u)

Investment denominated in British pounds. Amortized cost and fair value are converted into U.S. dollars as of September 30, 2020.

(v)

Investment is a real property interest and is included with Senior Secured Loans — First Lien to facilitate comparison with other investments.

(w)

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, 2020, 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 information with respect to such portfolio companies for the nine months ended September 30, 2020:

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Unaudited Consolidated Schedule of Investments (Continued)
As of September 30, 2020
(in thousands, except share amounts)

Portfolio Company	Fair Value at December 31, 2019			Purchases, Paid-in-Kind Interest and Transfers In			Sales, Repayments and Transfers Out			Accretion of Discount			Net Realized Gain (Loss)			Net Change in Unrealized Appreciation (Depreciation)			Fair Value at September 30, 2020			Interest Income(1)			PIK Income(1)
Senior Secured Loans—First Lien
BL Sand Hills Unit, L.P.		$	288		$	—		$	(223)		$	—		$	(16,451)		$	16,386		$	—		$	—		$	—
MB Precision Holdings LLC			4,585			157			(4,697)			—			48			(93)			—			257			157
Warren Resources, Inc.			27,507			210			—	��		—			—			—			27,717			2,205			210
Senior Secured Loans—Second Lien
Titan Energy Operating, LLC			—			—			(600)			—			(100,302)			100,902			—			—			—
Senior Secured Bonds
FourPoint Energy, LLC			223,369			—			(135,635)			636			(96,598)			8,228			—			5,647			—
Limetree Bay Ventures, LLC			—			25,153			—			—			—			3,372			28,525			2,700			2,315
Limetree Bay Ventures, LLC			—			31,994			—			325			—			5,242			37,561			2,139			—
Unsecured Debt
Limetree Bay Ventures, LLC			—			37,350			—			—			—			789			38,139			3,068			2,639
Limetree Bay Ventures, LLC			—			9,734			—			—			—			1,933			11,667			1,045			896
Preferred Equity
Limetree Bay Ventures, LLC, Preferred Equity			—			86,105			—			624			—			(44,000)			42,729			2,639			1,950
Limetree Bay Ventures, LLC, Preferred Equity			—			53,548			—			—			—			(53,548)			—			970			986
MB Precision Investment Holdings LLC, Class A Preferred Units			1,205			—			—			—			(1,880)			675			—			—			—
Equity/Other
BL Sand Hills Unit, L.P., Net Profits Interest			—			—			(60)			—			(5,120)			5,180			—			—			—
BL Sand Hills Unit, L.P., Overriding Royalty Interest			—			—			(8)			—			(732)			740			—			—			—
BL Sand Hills Unit, L.P., Series A Units			—			—			—			—			(24,019)			24,019			—			—			—
FourPoint Energy, LLC, Common Equity, Class C-II-A Units			6,906			—			(376)			—			(65,624)			59,094			—			—			—
FourPoint Energy, LLC, Common Equity, Class D Units			1,307			—			(70)			—			(8,106)			6,869			—			—			—
FourPoint Energy, LLC, Common Equity, Class E-II Units			15,793			—			(859)			—			(36,875)			21,941			—			—			—
FourPoint Energy, LLC, Common Equity, Class E-III Units			23,306			—			(1,268)			—			(54,420)			32,382			—			—			—
Harvest Oil & Gas Corp., Common Equity			8,644			—			(1,350)			—			—			(2,567)			4,727			—			—
Limetree Bay Ventures, LLC, Common Equity			—			3,406			—			—			—			(3,406)			—			—			—
MB Precision Investment Holdings LLC, Class A-2 Units			—			—			(490)			—			—			490			—			—			—
Ridgeback Resources Inc., Common Equity			50,721			—			—			—			—			(13,976)			36,745			—			—
Titan Energy, LLC, Common Equity			16			—			—			—			(17,554)			17,538			—			—			—
Warren Resources, Inc., Common Equity			10,951			—			—			—			—			(5,034)			5,917			—			—
		$	374,598		$	247,657		$	(145,636)		$	1,585		$	(427,633)		$	183,156		$	233,727		$	20,670		$	9,153

(1)

Interest and PIK income presented for the nine months ended September 30, 2020.

(x)

Under the 1940 Act, the Company 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, 2020, the Company held investments in portfolio companies of which it is deemed to be an “affiliated person” of and deemed to “control.” The following table presents certain information with respect to such portfolio companies for the nine months ended September 30, 2020:

Portfolio Company	Fair Value at December 31, 2019			Purchases, Paid-in-Kind Interest and Transfers In			Sales, Repayments and Transfers Out			Accretion of Discount			Net Realized Gain (Loss)			Net Change in Unrealized Appreciation (Depreciation)			Fair Value at September 30, 2020			Interest Income(1)
Senior Secured Loans—First Lien
Allied Wireline Services, LLC		$	—		$	53,007		$	—		$	—		$	—		$	—		$	53,007		$	1,561
Lusk Operating LLC			—			—			—			—			(27,464)			27,464			—			—
Sustainable Infrastructure Investments, LLC
Sustainable Infrastructure Investments, LLC			—			60,603			—			—			—			303			60,906			—
Equity/Other
Allied Wireline Services, LLC, Common Equity			—			1,527			—			—			—			(159)			1,368			—
Allied Wireline Services, LLC, Warrants			—			—			—			—			—			—			—			—
Lusk Operating LLC, Common Equity			—			—			—			—			—			—			—			—
		$	—		$	115,137		$	—		$	—		$	(27,464)		$	27,608		$	115,281		$	1,561

(1)

Interest and PIK income presented for the nine months ended September 30, 2020.

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Consolidated Schedule of Investments
As of December 31, 2019
(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—47.7%
AIRRO (Mauritius) Holdings II	(k)(p)(w)	Power	L+695		1.5%	7/24/25		$	18,186		$	15,534		$	15,378
AIRRO (Mauritius) Holdings II	(e)(k)(p)(w)	Power	L+695		1.5%	7/24/25			17,055			17,055			14,421
Allied Wireline Services, LLC	(w)(x)	Service & Equipment	L+950		1.5%	6/30/20			102,718			102,657			92,960
ARB Midstream Operating Company, LLC	(w)(x)	Midstream	L+725		1.0%	11/6/21			3,193			3,183			3,186
Bellatrix Exploration Ltd.	(k)(w)	Upstream	10.0%			3/31/20			7,879			7,879			7,879
Bellatrix Exploration Ltd.	(e)(k)(w)	Upstream	10.0%			3/31/20			3,377			3,377			3,377
Bioenergy Infrastructure Holdings Limited	(k)(w)	Power	L+725		1.0%	12/22/22			909			904			912
Bioenergy Infrastructure Holdings Limited	(e)(k)(w)	Power	L+725		1.0%	12/22/22			543			543			545
Bioenergy Infrastructure Holdings Limited	(e)(k)(w)	Power	L+725		1.0%	12/22/22			544			544			546
Birch Permian LLC	(h)(w)	Upstream	L+800		1.5%	4/12/23			41,531			41,176			41,436
Birch Permian LLC	(e)(w)	Upstream	L+800		1.5%	4/12/23			8,333			8,333			8,314
BL Sand Hills Unit, L.P.	(m)(o)(w)(x)(z)	Upstream	Prime+650		3.5%	12/17/21			19,200			16,674			288
Brazos Delaware II LLC	(h)	Midstream	L+400			5/21/25			63,656			60,357			54,744
Cimarron Energy Inc.	(w)(x)	Service & Equipment	10.0%			6/30/21			7,500			7,500			7,472
Cox Oil Offshore, LLC, Volumetric Production Payments	(v)(w)(x)(y)	Upstream	6.6%			12/31/23			100,000			63,884			63,646
CPV Shore Holdings LLC		Power	L+375			12/29/25			1,089			1,080			1,098
Edgewater Generation LLC		Power	L+375			12/13/25			2,885			2,879			2,775
EIF Van Hook Holdings, LLC	(h)	Midstream	L+525			9/5/24			34,521			33,739			32,967
EPIC Crude Services LP	(h)	Midstream	L+500			3/2/26			9,500			9,327			9,183
Felix Investments Holdings II, LLC	(w)	Upstream	L+650		1.0%	8/9/22			5,900			5,878			5,959
FR BR Holdings LLC	(h)(w)	Midstream	L+650			12/14/23			89,233			84,669			86,770
LMBE-MC Holdco II LLC		Power	L+400		1.0%	12/3/25			1,712			1,693			1,703
Lower Cadence Holdings LLC	(f)(h)	Midstream	L+400			5/22/26			18,957			17,827			18,803
Lusk Operating LLC	(m)(o)(w)(aa)	Upstream	Prime+500 PIK (8.8% Max PIK)		3.3%	1/31/20			29,297			27,464			—
Luxe Drillship Operating, LLC	(w)	Upstream	8.0%			10/30/24			17,143			16,115			15,819
Luxe Drillship Operating, LLC	(e)(w)	Upstream	8.0%			10/30/24			32,857			32,857			30,321
MB Precision Holdings LLC	(w)(x)(z)	Industrials	L+725, 2.3% PIK (2.3% Max PIK)		1.3%	1/23/21			4,602			4,492			4,585
MECO IV LLC	(h)(w)	Upstream	L+725		1.5%	9/14/21			35,000			34,849			34,405
Navitas Midstream Midland Basin LLC	(h)	Midstream	L+450		1.0%	12/13/24			77,895			76,815			73,416
Navitas Midstream Midland Basin LLC (Mirror Tranche)		Midstream	L+450		1.0%	12/13/24			39,800			38,141			37,512
NNE Holding LLC	(h)(w)	Upstream	L+800			3/2/22			40,000			39,938			39,492
Panda Hummel Station LLC		Power	L+600		1.0%	10/27/22			19,150			18,668			17,060
Panda Hummel Station LLC	(h)	Power	L+600		1.0%	10/27/22			24,227			23,802			21,582
Panda Stonewall LLC	(f)(h)	Power	L+550		1.0%	11/13/21			53,447			53,070			49,791
Panda Stonewall LLC	(h)	Power	L+550		1.0%	11/13/21			21,372			20,813			19,910
Permian Production Partners LLC	(h)(m)(o)(w)(x)	Upstream	L+600		1.0%	5/18/24			44,498			43,184			28,648
Plainfield Renewable Energy Holdings LLC	(w)	Power	10.0%			8/22/25			2,855			2,855			2,569
Plainfield Renewable Energy Holdings LLC, Letter of Credit	(e)(w)	Power	10.0%			8/22/23			2,709			2,709			2,437
Plainfield Renewable Energy Holdings LLC	(w)	Power	15.5%			8/22/25			10,397			10,397			10,441
Power Distribution, Inc.	(w)(x)	Power	L+725		1.3%	1/25/23			27,891			27,891			25,982
Prairie ECI Acquiror LP	(f)	Midstream	L+475			3/11/26			17,991			17,615			17,901
Sandy Creek Energy Associates, L.P.	(f)	Power	L+400		1.0%	11/9/20			72,666			66,553			62,054
Swift Worldwide Resources US Holdings Corp.	(h)(w)(x)	Service & Equipment	9.5%, L+150 PIK (L+1.5% Max PIK)		2.5%	7/20/21			59,901			59,901			59,901

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Consolidated Schedule of Investments (Continued)
As of December 31, 2019
(in thousands, except share amounts)

Portfolio Company(a)	Footnotes	Industry	Rate(b)	Floor		Maturity	Principal Amount(c)			Amortized Cost			Fair Value(d)
Terra-Gen Finance Co LLC		Power	L+425		1.0%	12/9/21		$	25,185		$	23,922		$	24,429
Traverse Midstream Partners LLC	(h)	Midstream	L+400		1.0%	9/27/24			60,273			60,283			54,728
Ultra Resources, Inc.		Upstream	L+375, 0.25% PIK (0.25% Max PIK)		1.0%	4/12/24			67,405			57,066			40,542
Warren Resources, Inc.	(h)(w)(z)	Upstream	L+1000, 0.0% PIK (1.0% Max PIK)		1.0%	5/22/20			27,507			27,507			27,507
Waterbridge Operating LLC	(h)	Midstream	L+575		1.0%	6/22/26			24,938			24,348			24,595
Total Senior Secured Loans—First Lien												1,317,947			1,199,989
Unfunded Loan Commitments												(65,418)			(65,418)
Net Senior Secured Loans—First Lien												1,252,529			1,134,571
Senior Secured Loans—Second Lien—23.7%
Aethon III BR LLC	(w)	Upstream	L+675		1.0%	1/10/25			10,000			9,868			9,956
Aethon United BR LP	(h)(w)	Upstream	L+675		1.0%	9/8/23			148,150			146,582			146,298
Arena Energy, LP	(h)(w)(x)	Upstream	L+900, 4.0% PIK (4.0% Max PIK)		1.0%	1/24/21			116,730			116,730			113,575
Bellatrix Exploration Ltd.	(k)(w)	Upstream	8.5%			9/11/23			22,511			22,511			22,511
Bellatrix Exploration Ltd.	(k)(m)(o)(w)(x)	Upstream	8.5%			9/11/23			54,108			49,379			17,168
Chisholm Oil and Gas Operating, LLC	(w)(x)	Upstream	L+550, 3.0% PIK (3.0% Max PIK)		1.3%	3/21/24			197,503			196,000			149,201
Chisholm Energy Holdings, LLC	(w)	Upstream	L+625		1.5%	5/15/26			21,429			21,230			21,090
Chisholm Energy Holdings, LLC	(e)(w)	Upstream	L+625		1.5%	5/15/26			8,571			8,571			8,436
Encino Acquisition Partners Holdings LLC		Upstream	L+675		1.0%	10/29/25			41,828			35,334			31,579
Peak Exploration & Production, LLC	(w)	Upstream	L+675		1.5%	11/16/23			13,545			13,484			13,435
Peak Exploration & Production, LLC	(e)(w)	Upstream	L+675		1.5%	11/16/23			1,505			1,505			1,493
Penn Virginia Holdings Corp.	(h)(k)(w)	Upstream	L+700		1.0%	9/29/22			20,000			20,000			19,726
Rosehill Operating Company, LLC	(w)(x)	Upstream	10.0%			1/31/23			1,667			1,655			1,619
SilverBow Resources, Inc.	(h)(k)(w)	Upstream	L+750		1.0%	12/15/24			19,000			18,853			18,802
Titan Energy Operating, LLC	(m)(o)(w)(x)(z)	Upstream	L+1300 PIK (L+1300 Max PIK)		1.0%	2/23/20			137,233			100,902			—
Total Senior Secured Loans—Second Lien												762,604			574,889
Unfunded Loan Commitments												(10,076)			(10,076)
Net Senior Secured Loans—Second Lien												752,528			564,813
Senior Secured Bonds—22.0%
Black Swan Energy Ltd.	(h)(k)(w)(x)	Upstream	9.0%			1/20/24			90,000			90,000			91,692
Denbury Resources Inc.	(k)	Upstream	7.5%			2/15/24			12,000			11,995			10,260
Denbury Resources Inc.	(k)	Upstream	9.3%			3/31/22			42,341			42,139			40,024
FourPoint Energy, LLC	(h)(w)(x)(z)	Upstream	9.0%			12/31/21			235,125			231,597			223,369
Talen Energy Supply LLC	(h)	Power	7.3%			5/15/27			34,319			34,042			36,176
Velvet Energy Ltd.	(h)(k)(w)	Upstream	9.0%			10/5/23			120,000			120,000			122,700
Total Senior Secured Bonds												529,773			524,221
Unsecured Debt—13.6%
Ferrellgas, L.P.		Midstream	6.5%			5/1/21			24,729			22,296			21,462
Ferrellgas, L.P.		Midstream	6.8%			1/15/22			25,020			22,137			21,337
Global Jet Capital Holdings, LP	(w)(x)	Industrials	15.0% PIK (15.0% Max PIK)			1/30/25			1,145			1,067			1,145
Global Jet Capital Holdings, LP	(w)(x)	Industrials	15.0% PIK (15.0% Max PIK)			4/30/25			7,276			6,779			7,276
Global Jet Capital Holdings, LP	(w)(x)	Industrials	15.0% PIK (15.0% Max PIK)			9/3/25			1,503			1,401			1,503
Global Jet Capital Holdings, LP	(w)(x)	Industrials	15.0% PIK (15.0% Max PIK)			9/29/25			1,415			1,319			1,415
Global Jet Capital Holdings, LP	(w)(x)	Industrials	15.0% PIK (15.0% Max PIK)			12/2/26			1,245			1,160			1,245

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Consolidated Schedule of Investments (Continued)
As of December 31, 2019
(in thousands, except share amounts)

Portfolio Company(a)	Footnotes	Industry	Rate(b)	Floor		Maturity	Principal Amount(c)			Amortized Cost			Fair Value(d)
Great Western Petroleum, LLC	(w)(x)	Upstream	8.5%			4/15/25		$	13,636		$	13,101		$	11,966
Great Western Petroleum, LLC	(x)	Upstream	9.0%			9/30/21			35,830			35,764			32,129
Hammerhead Resources Inc.	(k)(w)(x)	Upstream	9.0%			7/10/22			100,000			98,299			96,750
Lonestar Resources America Inc.	(x)	Upstream	11.3%			1/1/23			37,500			38,310			25,781
Martin Midstream Partners L.P.	(k)(x)	Midstream	7.3%			2/15/21			12,723			12,453			11,615
Moss Creek Resources, LLC	(x)	Upstream	7.5%			1/15/26			42,693			40,473			32,566
Oasis Petroleum Inc.	(k)	Upstream	6.9%			3/15/22			2,000			1,946			1,930
Oasis Petroleum Inc.	(k)	Upstream	6.9%			1/15/23			11,850			11,085			11,613
Talen Energy Supply LLC		Power	9.5%			7/15/22			10,365			10,442			10,371
Tenrgys, LLC	(m)(n)(o)(w)(x)	Upstream	L+900		2.5%	12/23/18			75,000			75,000			28,000
Whiting Petroleum Corp.	(k)	Upstream	5.8%			3/15/21			5,395			5,201			5,116
Total Unsecured Debt												398,233			323,220
							Number of Shares			Amortized Cost			Fair Value(d)
Preferred Equity—30.4%(l)
Abaco Energy Technologies LLC, Preferred Equity	(o)(w)(x)	Service & Equipment							28,942,003		$	1,447		$	11,982
Altus Midstream LP, Series A Preferred Units	(j)(w)(x)	Midstream	11.0%			6/28/26			51,053			52,185			53,095
Global Jet Capital Holdings, LP, Preferred Equity	(o)(w)(x)	Industrials							27,856			2,786			348
Great Western Petroleum, LLC, Preferred Equity	(n)(w)(x)	Upstream	15.5%			12/31/27			36,364			42,306			39,332
Limetree Bay Ventures, LLC, Preferred Equity	(w)(x)	Midstream	13.5%			11/27/23			83,877,497			84,155			72,831
Limetree Bay Ventures, LLC, Preferred Equity	(w)(x)	Midstream	13.5%			11/27/23			42,402,611			42,403			35,489
MB Precision Investment Holdings LLC, Class A Preferred Units	(n)(o)(w)(x)(z)	Industrials							8,952,623			1,880			1,205
NGL Energy Partners, LP, Preferred Equity	(k)(w)(x)	Midstream	14.2%			7/2/27			156,250			155,770			159,198
NuStar, Preferred Equity	(h)(k)(w)(x)	Midstream	12.8%			6/29/28			5,910,165			150,836			178,842
Rosehill Resources, Inc. Preferred Equity	(o)(w)(x)	Upstream							2,536			2,511			2,709
Segreto Power Holdings, LLC, Preferred Equity	(g)(w)(x)	Power	13.1%			5/8/25			70,297			83,418			82,311
TE Holdings, LLC, Preferred Equity	(o)(x)	Upstream							1,475,531			14,734			—
USA Compression Partners, LP, Preferred Equity	(h)(k)(w)(x)	Midstream	9.8%			4/3/28			79,336			77,452			84,500
Total Preferred Equity												711,883			721,842

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Consolidated Schedule of Investments (Continued)
As of December 31, 2019
(in thousands, except share amounts)

Portfolio Company(a)	Footnotes	Industry	Number of Shares		Amortized Cost			Fair Value(d)
Equity/Other—9.0%(l)
Abaco Energy Technologies LLC, Common Equity	(o)(w)(x)	Service & Equipment		6,944,444		$	6,944		$	2,167
AIRRO (Mauritius) Holdings II, Warrants	(k)(o)(p)(w)	Power		35			2,652			1,129
Allied Downhole Technologies, LLC, Common Equity	(n)(o)(w)(x)	Service & Equipment		7,431,113			7,223			372
Allied Downhole Technologies, LLC, Warrants	(n)(o)(w)(x)	Service & Equipment		5,344,680			1,865			267
Ascent Resources Utica Holdings, LLC, Common Equity	(o)(q)(w)(x)	Upstream		148,692,908			44,700			39,404
Bellatrix Exploration Ltd., Warrants	(k)(o)(w)	Upstream		1,533,197			—			—
BL Sand Hills Unit, L.P., Net Profits Interest	(o)(s)(w)(x)(z)	Upstream		N/A			5,180			—
BL Sand Hills Unit, L.P., Overriding Royalty Interest	(o)(s)(w)(x)(z)	Upstream		N/A			740			—
BL Sand Hills Unit, L.P., Series A Units	(g)(o)(w)(x)(z)	Upstream		29,117			24,019			—
Chisholm Oil and Gas, LLC, Series A Units	(g)(o)(w)(x)	Upstream		14,700,000			14,700			—
Cimarron Energy Holdco Inc., Common Equity	(o)(w)(x)	Service & Equipment		4,302,293			3,950			277
Cimarron Energy Holdco Inc., Participation Option	(o)(w)(x)	Service & Equipment		25,000,000			1,289			1,613
FourPoint Energy, LLC, Common Equity, Class C-II-A Units	(n)(o)(w)(x)(z)	Upstream		66,000			66,000			6,906
FourPoint Energy, LLC, Common Equity, Class D Units	(n)(o)(w)(x)(z)	Upstream		12,374			8,176			1,307
FourPoint Energy, LLC, Common Equity, Class E-II Units	(g)(o)(w)(x)(z)	Upstream		150,937			37,734			15,793
FourPoint Energy, LLC, Common Equity, Class E-III Units	(g)(n)(o)(w)(x)(z)	Upstream		222,750			55,688			23,306
Harvest Oil & Gas Corp., Common Equity	(o)(x)(z)	Upstream		1,350,620			20,259			8,644
JSS Holdco, LLC, Net Profits Interest	(o)(w)(x)	Industrials		N/A			—			156
Limetree Bay Ventures, LLC, Common Equity	(o)(w)(x)	Midstream		106,363			3,406			—
Lusk Operating LLC, Common Equity	(o)(r)(w)(aa)	Upstream		2,000			—			—
Luxe Drillship Operating, LLC, Overriding Royalty Interest	(o)(w)	Upstream		N/A			1,354			1,354
MB Precision Investment Holdings LLC, Class A-2 Units	(n)(o)(w)(z)	Industrials		1,426,110			490			—
NGL Energy Partners, LP, Warrants (Par)	(k)(o)(w)	Midstream		2,187,500			3,083			2,142
NGL Energy Partners, LP, Warrants (Premium)	(k)(o)(w)(x)	Midstream		3,125,000			2,623			1,924
NGL Energy Partners, LP, Warrants (Premium)	(k)(o)(w)	Midstream		781,250			576			576
NGL Energy Partners, LP, Warrants (Par)	(k)(o)(w)	Midstream		546,875			630			630
PDI Parent LLC, Common Equity	(o)(w)(x)	Power		1,941,431			1,663			757
Ridgeback Resources Inc., Common Equity	(k)(o)(t)(w)(x)(z)	Upstream		9,599,928			58,985			50,721
Sunnova Energy Corp., Common Equity	(o)(x)	Power		3,392,666			38,167			37,862
Swift Worldwide Resources Holdco Limited, Common Equity	(k)(o)(u)(w)(x)	Service & Equipment		3,750,000			6,029			1,575
TE Holdings, LLC, Common Equity	(g)(o)(x)	Upstream		2,225,950			18,921			178
Titan Energy, LLC, Common Equity	(o)(x)(z)	Upstream		555,496			17,554			16
USA Compression Partners, LP, Warrants (Market)	(k)(o)(w)(x)	Midstream		793,359			555			1,722
USA Compression Partners, LP, Warrants (Premium)	(k)(o)(w)(x)	Midstream		1,586,719			714			2,221
Warren Resources, Inc., Common Equity	(o)(w)(x)(z)	Upstream		4,415,749			20,754			10,951
White Star Petroleum Holdings, LLC, Common Equity	(g)(o)(w)(x)	Upstream		4,867,084			4,137			—
Total Equity/Other							480,760			213,970
TOTAL INVESTMENTS—146.4%						$	4,125,706			3,482,637
LIABILITIES IN EXCESS OF OTHER ASSETS—(46.4%)	(i)									(1,103,032)
NET ASSETS—100.0%									$	2,379,605

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Consolidated Schedule of Investments (Continued)
As of December 31, 2019
(in thousands, except share amounts)

Derivative Instruments Swap Contracts—Crude Oil(y)
Counterparty	Type	Location	Period	Bbls		Weighted Average Price ($/Bbls)	Unrealized Appreciation(1)			Unrealized Depreciation(1)
BP Energy Company	Fixed	NYMEX WTI	January 1, 2020 – December 31, 2023		993,727	$61.69		$	5,988		$	—
BP Energy Company	Basis	NYMEX WTI/Argus LLS	January 1, 2020 – December 31, 2023		993,702	$2.97			274			280
Total Swap Contracts—Crude Oil									6,262			280

Swap Contracts—Natural Gas(y) Counterparty	Type	Location	Period	MMBtu		Weighted Average Price ($/MMBtu)	Unrealized Appreciation(1)			Unrealized Depreciation(1)
Macquarie Bank Limited	Fixed	NYMEX Henry Hub	February 1, 2020 – December 31, 2023		6,368,951	$2.58		$	569		$	—
Total Swap Contracts—Natural Gas									569			—
TOTAL SWAP CONTRACTS								$	6,831		$	280

(1)

Represents the amounts the Fund would pay and amounts the Fund would receive under each swap contract if they were to settle on December 31, 2019 (see Note 6).

Abbreviations

Bbls — Barrels

MMBtu — One million British thermal units

(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, 2019, the three-month London Interbank Offered Rate, or LIBOR, was 1.91% and the U.S. Prime Lending Rate, or Prime, was 4.75%. PIK means paid-in-kind. PIK income accruals may be adjusted based on the fair value of the underlying investment.

(c)

Denominated in U.S. dollars, unless otherwise noted.

(d)

Fair value determined by the Company’s board of trustees (see Note 8).

(e)

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.

(f)

Position or portion thereof unsettled as of December 31, 2019.

(g)

Security held within FS Energy Investments, LLC, a wholly-owned subsidiary of the Company.

(h)

Security or portion thereof held within Gladwyne Funding LLC and is pledged as collateral supporting the obligations outstanding under the term loan facility with Goldman Sachs Bank USA (see Note 9).

(i)

Includes the effect of swap contracts.

(j)

Security held within FS Power Investments, LLC, a wholly-owned subsidiary of the Company.

(k)

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 a qualifying asset, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the business development company’s total assets. As of December 31, 2019, 72.8% of the Company’s total assets represented qualifying assets.

(l)

Listed investments may be treated as debt for U.S. generally accepted accounting principles, or GAAP, or tax purposes.

(m)

Security was on non-accrual status as of December 31, 2019.

(n)

Security held within FSEP Investments, Inc., a wholly-owned subsidiary of the Company.

(o)

Security is non-income producing.

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Consolidated Schedule of Investments (Continued)
As of December 31, 2019
(in thousands, except share amounts)

(p)

Security or portion thereof held within FS Power Investments II, LLC, a wholly-owned subsidiary of the Company.

(q)

Security held within EP American Energy Investments, Inc., a wholly-owned subsidiary of the Company.

(r)

Security held within FSEP-BBH, Inc., a wholly-owned subsidiary of the Company.

(s)

Security held within EP Burnett Investments, Inc., a wholly-owned subsidiary of the Company.

(t)

Investment denominated in Canadian dollars. Amortized cost and fair value are converted into U.S. dollars as of December 31, 2019.

(u)

Investment denominated in British pounds. Amortized cost and fair value are converted into U.S. dollars as of December 31, 2019.

(v)

Investment is a real property interest and is included with Senior Secured Loans — First Lien to facilitate comparison with other investments.

(w)

Security is classified as Level 3 in the Company’s fair value hierarchy (See Note 8).

(x)

Security or portion thereof is pledged as collateral supporting the amounts outstanding under the Senior Secured Notes with JPMorgan Chase Bank, N.A. (see Note 9).

(y)

Security held within EP Northern Investments, LLC, a wholly-owned subsidiary of the Company.

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Consolidated Schedule of Investments (Continued)
As of December 31, 2019
(in thousands, except share amounts)

(z)

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, 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 information with respect to such portfolio companies for the year ended December 31, 2019:

Portfolio Company	Fair Value at December 31, 2018			Purchases, Paid-in-Kind Interest and Transfers In			Sales, Repayments and Transfers Out			Accretion of Discount			Net Realized Gain (Loss)			Net Change in Unrealized Appreciation (Depreciation)			Fair Value at December 31, 2019			Interest Income(1)			PIK Income(1)			Fee Income(1)
Senior Secured Loans—First Lien
Altus Power America, Inc.		$	83,247		$	—		$	(85,939)		$	—		$	—		$	2,692		$	—		$	—		$	—		$	—
BL Sand Hills Unit, L.P.			20,000			—			(800)			—			105			(19,017)			288			782			—			—
MB Precision Holdings LLC			4,573			105			(112)			148			38			(167)			4,585			696			105			—
Warren Resources, Inc.			27,297			210			—			—			—			—			27,507			3,256			210			—
Senior Secured Loans—Second Lien
Titan Energy Operating, LLC			12,411			—			—			—			—			(12,411)			—			—			—			—
Senior Secured Bonds
FourPoint Energy, LLC			231,010			—			—			2,530			—			(10,171)			223,369			24,088			—			—
Sunnova Energy Corp.			17,757			19,637			(37,474)			(67)			36			111			—			1,091			759			4,657
Unsecured Debt
Sunnova Energy Corp.			—			757			(629)			—			(128)			—			—			—			—			—
Preferred Equity
Altus Power America Holdings, LLC, Preferred Equity			28,217			—			(28,646)			—			—			429			—			—			—			—
MB Precision Investment Holdings LLC, Class A Preferred Units			1,248			37			—			—			—			(80)			1,205			—			—			—
Sunnova Energy Corp., Preferred Equity			6,134			—			(5,387)			—			(561)			(186)			—			—			—			—
Equity/Other
Altus Power America Holdings, LLC, Common Equity			2,183			—			(12,474)			—			—			10,291			—			—			—			—
BL Sand Hills Unit, L.P., Net Profits Interest			1,150			—			—			—			—			(1,150)			—			—			—			—
BL Sand Hills Unit, L.P., Overriding Royalty Interest			738			—			—			—			—			(738)			—			—			—			—
BL Sand Hills Unit, L.P., Series A Units			3,239			—			—			—			—			(3,239)			—			—			—			—
FourPoint Energy, LLC, Common Equity, Class C-II-A Units			14,768			—			—			—			—			(7,862)			6,906			—			—			—
FourPoint Energy, LLC, Common Equity, Class D Units			2,800			—			—			—			—			(1,493)			1,307			—			—			—
FourPoint Energy, LLC, Common Equity, Class E-II Units			33,772			—			—			—			—			(17,979)			15,793			—			—			—
FourPoint Energy, LLC, Common Equity, Class E-III Units			49,840			—			—			—			—			(26,534)			23,306			—			—			—
Harvest Oil & Gas Corp., Common Equity			24,284			—			(9,455)			—			—			(6,185)			8,644			—			—			—
MB Precision Investment Holdings LLC, Class A-2 Units			—			—			—			—			—			—			—			—			—			—
Ridgeback Resources Inc., Common Equity			47,488			—			—			—			—			3,233			50,721			—			—			—
Sunnova Energy Corp., Common Equity			—			—			(32,151)			—			7,125			25,026			—			—			—			—
Titan Energy, LLC, Common Equity			167			—			—			—			—			(151)			16			—			—			—
Warren Resources, Inc., Common Equity			10,377			—			—			—			—			574			10,951			—			—			—
		$	622,700		$	20,746		$	(213,067)		$	2,611		$	6,615		$	(65,007)		$	374,598		$	29,913		$	1,074		$	4,657

(1)

Interest, PIK and fee income presented for the year ended December 31, 2019.

(aa)

Under the 1940 Act, the Company 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, 2019, the Company held investments in Lusk Operating LLC, which it is deemed to be an “affiliated person” of and deemed to “control.” The fair value as of December 31, 2019 was $0 for the Company’s senior secured loan and common equity investments in Lusk Operating, LLC. The company did not purchase, sell, accrue income or realize a gain (loss) for the Company’s senior secured loan and common equity investments in Lusk Operating, LLC for the year ended December 31, 2019.

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Notes to Unaudited Consolidated Financial Statements
(in thousands, except share and per share amounts)

Note 1. Principal Business and Organization

FS Energy and Power Fund, or the Company, was formed as a Delaware statutory trust under the Delaware Statutory Trust Act on September 16, 2010 and formally commenced investment operations on July 18, 2011. 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, 2020, the Company had various wholly-owned financing subsidiaries, including special-purpose financing subsidiaries and subsidiaries through which it holds or expects to hold interests in certain 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, 2020. All significant intercompany transactions have been eliminated in consolidation. Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state income taxes.

The Company’s investment objective is to generate current income and long-term capital appreciation by investing primarily in privately-held U.S. companies in the energy and power industry. The Company’s investment policy is to invest, under normal circumstances, at least 80% of its total assets in securities of energy and power related, or Energy, companies. The Company considers Energy companies to be those companies that engage in the exploration, development, production, gathering, transportation, processing, storage, refining, distribution, mining, generation or marketing of natural gas, natural gas liquids, crude oil, refined products, coal or power, including those companies that provide equipment or services to companies engaged in any of the foregoing.

The Company is managed by FS/EIG Advisor, LLC, or FS/EIG Advisor, pursuant to an investment advisory and administrative services agreement, dated as of April 9, 2018, or the FS/EIG investment advisory agreement. FS/EIG Advisor oversees the management of the Company’s operations and is responsible for making investment decisions with respect to the Company’s portfolio. GSO Capital Partners LP, or GSO, resigned as the Company’s investment sub-adviser and terminated the investment sub-advisory agreement, dated April 28, 2011 that FS Investment Advisor, LLC, or FS Advisor, had entered into with GSO, effective April 9, 2018. The FS/EIG investment advisory agreement replaced the investment advisory and administrative services agreement, dated April 28, 2011, as amended by the first amendment to the investment advisory and administrative services agreement, dated August 10, 2012, by and between the Company and FS Advisor.

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, 2019 included in the Company’s annual report on Form 10-K. Operating results for the nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. The December 31, 2019 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, 2019. The Company is considered an investment company under GAAP and follows the accounting and reporting

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FS Energy and Power Fund

Notes to Unaudited Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)

Note 2. Summary of Significant Accounting Policies (Continued)

guidance applicable to investment companies under Accounting Standards Codification Topic 946, Financial Services—Investment Companies. The Company has evaluated the impact of subsequent events through the date the unaudited consolidated financial statements were issued and filed with the Securities and Exchange Commission, or the SEC.

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. Many of the amounts have been rounded, and all amounts are in thousands, except share and per share amounts.

Capital Gains Incentive Fee: Pursuant to the terms of the FS/EIG investment advisory 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 such agreement). Such fee equals 20.0% of the Company’s “incentive fee capital gains,” which are the Company’s realized capital gains on a cumulative basis from inception, calculated as of the end of the applicable period, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fees on capital gains. The Company will accrue for the incentive fee on capital gains, which, if earned, will be paid annually. The Company will accrue the incentive fee on capital gains based on net realized and unrealized gains; however, the fee payable to FS/EIG Advisor will be based on realized gains and no such fee will be payable with respect to unrealized gains unless and until such gains are actually realized.

Subordinated Income Incentive Fee: Pursuant to the terms of the FS/EIG investment advisory agreement, FS/EIG Advisor may also be entitled to receive a subordinated incentive fee on income. The subordinated incentive fee on income under the FS/EIG investment advisory agreement is calculated and payable quarterly in arrears and equals 20.0% of the Company’s “pre-incentive fee net investment income” for the immediately preceding quarter subject to a hurdle rate, expressed as a rate of return on adjusted capital, equal to 1.625% per quarter, or an annualized hurdle rate of 6.5%. As a result, FS/EIG 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 1.625%. For purposes of this fee, “adjusted capital” means cumulative gross proceeds generated from sales of the Company’s common shares (including proceeds from its distribution reinvestment plan) reduced for distributions from non-liquidating dispositions of the Company’s investments paid to shareholders and amounts paid for share repurchases pursuant to the Company’s share repurchase program. Once the Company’s pre-incentive fee net investment income in any quarter exceeds the hurdle rate, FS/EIG Advisor will be entitled to a “catch-up” fee equal to the amount of the Company’s 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 2.031%, or 8.125% annually, of adjusted capital. This “catch-up” feature will allow FS/EIG Advisor to recoup the fees foregone as a result of the existence of the hurdle rate. Thereafter, FS/EIG Advisor will be entitled to receive 20.0% of the Company’s pre-incentive fee net investment income.

Reclassifications: Certain amounts in the unaudited consolidated financial statements for the nine months ended September 30, 2019 may have been reclassified to conform to the classifications used to prepare the unaudited consolidated financial statements for the nine months ended September 30, 2020.

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, or LLC, and limited partnership, or 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

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FS Energy and Power Fund

Notes to Unaudited Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)

Note 2. Summary of Significant Accounting Policies (Continued)

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 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, 2020 and 2019, the Company recognized $83 and $75, respectively, in structuring or other upfront fee revenue. The Company records prepayment premiums on loans and securities as fee income when it earns such amounts.

Note 3. Share Transactions

Below is a summary of transactions with respect to the Company’s common shares during the nine months ended September 30, 2020 and 2019:

	Nine Months Ended September 30,
	2020					2019
	Shares		Amount			Shares		Amount
Reinvestment of Distributions		4,793,767		$	20,871		12,693,805		$	77,781
Share Repurchase Program		(4,877,069)			(26,823)		(14,161,753)			(87,305)
Net Proceeds from Share Transactions		(83,302)		$	(5,952)		(1,467,948)		$	(9,524)

During the period from October 1, 2020 to November 10, 2020, the Company issued 1,626,552 common shares pursuant to its distribution reinvestment plan for gross proceeds of $5,368 at an average price per share of $3.30.

On February 25, 2020, the Company received exemptive relief from the SEC permitting it to offer multiple classes of common shares. While the Company has no present intention to recommence a public offering of its common shares, the Company could do so in the future.

Share Repurchase Program

In light of difficult market conditions and in an effort to preserve liquidity in the Company, the Company’s board of trustees determined to suspend for an indefinite period of time the Company’s share repurchase program and will reassess the Company’s ability to recommence such program in future periods. The Company’s board of trustees determined to terminate the Company’s previously announced quarterly tender offer pursuant to its share repurchase program, or Tender Offer, that it made pursuant to the Tender Offer Statement on Schedule TO originally filed with the SEC on February 24, 2020. As a result of this termination, no common shares were purchased in the Tender Offer and all common shares previously tendered and not withdrawn were promptly returned to tendering holders.

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FS Energy and Power Fund

Notes to Unaudited Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)

Note 3. Share Transactions (Continued)

Prior to its suspension, the Company intended to conduct quarterly tender offers pursuant to its share repurchase program. The Company’s board of trustees will consider the following factors, among others, in making its determination regarding whether to cause the Company to offer to repurchase common shares 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;

•

the relative economies of scale with respect to the Company’s size;

•

the Company’s history in repurchasing common shares or portions thereof; and

•

the condition of the securities markets.

Historically, the Company limited the number of common shares to be repurchased during any calendar year to the lesser of (i) the number of common shares the Company can repurchase with the proceeds it receives from the issuance of common shares under the Company’s distribution reinvestment plan and (ii) 10% of the weighted average number of common shares outstanding in the prior calendar year, or 2.5% in each calendar quarter. On May 5, 2017, the board of trustees of the Company further amended the share repurchase program. As amended, the Company will limit the maximum number of common shares to be repurchased for any repurchase offer to the greater of (A) the number of common shares that the Company can repurchase with the proceeds it has received from the sale of common shares under its distribution reinvestment plan during the twelve-month period ending on the date the applicable repurchase offer expires (less the amount of proceeds used to repurchase common shares on each previous repurchase date for repurchase offers conducted during such twelve-month period) (this limitation is referred to as the twelve-month repurchase limitation) and (B) the number of common shares that the Company can repurchase with the proceeds the Company receives from the sale of common shares under its distribution reinvestment plan during the three-month period ending on the date the applicable repurchase offer expires (this limitation is referred to as the three-month repurchase limitation). In addition to this limitation, the maximum number of common shares to be repurchased for any repurchase offer will also be limited to 10% of the weighted average number of common shares outstanding in the prior calendar year, or 2.5% in each calendar quarter. As a result, the maximum number of common shares to be repurchased for any repurchase offer will not exceed the lesser of (i) 10% of the weighted average number of common shares 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. Furthermore, the maximum number of common shares to be repurchased for any repurchase offer may further be limited by the JPMorgan Facility (defined below), as amended. See Note 9 for a discussion of the JPMorgan Facility.

If the Company recommences its share repurchase program, the Company intends to offer to repurchase common shares at a price equal to the price at which common shares are issued pursuant to the Company’s distribution reinvestment plan on the distribution date coinciding with the applicable share repurchase date. The price at which common shares are issued under the Company’s distribution reinvestment plan is determined by the Company’s board of trustees or a committee thereof, in its sole discretion, and will be (i) not less than the net asset value per common share as determined in good faith by the Company’s board of trustees 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 common share as of such date.

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FS Energy and Power Fund

Notes to Unaudited Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)

Note 3. Share Transactions (Continued)

The Company’s board of trustees may amend, suspend or terminate the share repurchase program at any time, upon 30 days’ notice.

The following table provides information concerning the Company’s repurchases of common shares pursuant to its share repurchase program during the nine months ended September 30, 2020 and 2019:

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 2019
December 31, 2018	January 2, 2019		4,568,195		16%		1.04%		$	6.10		$	27,866
March 31, 2019	April 1, 2019		4,365,903		13%		0.99%		$	6.20			27,069
June 30, 2019	July 23, 2019		4,193,499		10%		0.95%		$	6.20			26,000
Total			13,127,597									$	80,935
Fiscal 2020
December 31, 2019	January 8, 2020		4,354,073		9%		0.99%		$	5.50		$	23,947
March 31, 2020	—		—		—		—			—			—
June 30, 2020	—		—		—		—			—			—
Total			4,354,073									$	23,947

In order to minimize the expense of supporting small accounts and provide additional liquidity to shareholders of the Company holding small accounts after completion of the regular quarterly share repurchase offer, the Company reserves the right to repurchase the shares of and liquidate any investor’s account if the balance of such account is less than the Company’s $5 minimum initial investment, unless the account balance has fallen below the minimum solely as a result of a decline in the Company’s net asset value per share. The Company will provide or will cause to be provided 30 days’ prior written notice to potentially affected investors, which notice may be included in the regular quarterly repurchase offer materials, of any such repurchase. Any such repurchases will be made at the Company’s most recent price at which the Company’s shares were issued pursuant to its distribution reinvestment plan. The Company conducted the first such repurchase and de minimis account liquidation after the Company’s second quarter 2018 share repurchase offer.

The following table summarizes the common shares repurchased by the Company relating to its de minimis account liquidations during the nine months ended September 30, 2020 and 2019:

For the Three Months Ended	Repurchase Date	Shares Repurchased		Percentage of Outstanding Shares Repurchased as of the Repurchase Date		Repurchase Price Per Share			Aggregate Consideration for Repurchased Shares
Fiscal 2019
December 31, 2018	January 16, 2019		423,643		0.10%		$	6.10		$	2,584
March 31, 2019	April 11, 2019		297,672		0.07%		$	6.20			1,846
June 30, 2019	August 8, 2019		312,841		0.07%		$	6.20			1,940
Total			1,034,156							$	6,370

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FS Energy and Power Fund

Notes to Unaudited Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)

Note 3. Share Transactions (Continued)

For the Three Months Ended	Repurchase Date	Shares Repurchased		Percentage of Outstanding Shares Repurchased as of the Repurchase Date		Repurchase Price Per Share			Aggregate Consideration for Repurchased Shares
Fiscal 2020
December 31, 2019	January 17, 2020		522,996		0.12%		$	5.50		$	2,876
March 31, 2020(1)	—		—		—			—			—
June 30, 2020(1)	—		—		—			—			—
Total			522,996							$	2,876

(1)

No repurchases were made in the quarter pursuant to the share repurchase program and, as a result, there were no de minimis account liquidations.

Note 4. Related Party Transactions

Compensation of the Investment Adviser

Pursuant to the FS/EIG investment advisory agreement, FS/EIG Advisor is entitled to an annual base management fee based on the average weekly value of the Company’s gross assets (gross assets equals total assets as set forth on the Company’s consolidated balance sheets) during the most recently completed calendar quarter and an incentive fee based on the Company’s performance. The base management fee is payable quarterly in arrears, and is calculated at an annual rate of 1.75% of the average weekly value of the Company’s gross assets. Pursuant to a letter dated May 13, 2020, FS/EIG Advisor has elected to defer the payment of 74.9% of the base management fee to which it is entitled for the investment advisory services provided during the quarterly period ended March 31, 2020 and thereafter until FS/EIG Advisor notifies the Company that it no longer intends to defer payments. FS/EIG Advisor has since received the deferred payments for the quarters ended March 31, 2020 and June 30, 2020. In addition, FS/EIG Advisor elected not to defer the base management fee for the quarter ended September 30, 2020, but will continue to evaluate the deferral of payments on a quarterly basis in accordance with the letter agreement. FS/EIG Advisor agrees that it would take the deferred payment for any quarter upon the earlier of (1) the date provided by FS/EIG Advisor in a written notice to the Company and (2) the end of the third full calendar quarter following the quarter in which the provision of services to which such deferred payment relates. Pursuant to the letter, the deferred payment for any quarter would be deferred without interest and could be taken in such other quarter, in whole or in part, as FS/EIG Advisor determined. See Note 2 for a discussion of the capital gains and subordinated income incentive fees that FS/EIG Advisor may be entitled to under the FS/EIG investment advisory agreement.

FS/EIG Advisor may receive structuring or other upfront fees from portfolio companies in which FS/EIG Advisor has caused the Company to invest. FS/EIG Advisor has agreed to offset the amount of any structuring or other upfront fees received by FS/EIG Advisor against the management fees payable by the Company under the FS/EIG investment advisory agreement. During the nine months ended September 30, 2020 and 2019, $452 and $4,519, respectively, of structuring or other upfront fees received by FS/EIG Advisor were offset against management fees.

Pursuant to the FS/EIG investment advisory agreement, FS/EIG 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 administrative services. FS/EIG 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

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FS Energy and Power Fund

Notes to Unaudited Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)

Note 4. Related Party Transactions (Continued)

required to maintain and preparing reports for the Company’s shareholders and reports filed with the Securities and Exchange Commission, or SEC.

The Company reimburses FS/EIG Advisor for expenses necessary to perform services related to the Company’s administration and operations, including FS/EIG Advisor’s allocable portion of the compensation and/or related expenses of certain personnel of FS Investments and EIG providing administrative services to the Company on behalf of FS/EIG Advisor, and for 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. The Company reimburses FS/EIG Advisor no less than quarterly 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) FS/EIG 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. FS/EIG Advisor allocates the cost of such services to the Company based on factors such as time allocations and other reasonable metrics. The Company’s board of trustees reviews the methodology employed in determining how the expenses are allocated to the Company and assesses the reasonableness of such reimbursements for expenses allocated to the Company 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 providers known to be available. In addition, the Company’s board of trustees 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 trustees, among other things, compares the total amount paid to FS/EIG Advisor for such services as a percentage of the Company’s net assets to the same ratio as reported by other comparable BDCs. The Company does not reimburse FS/EIG Advisor for any services for which it receives a separate fee, or for rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of FS/EIG Advisor.

The following table describes the fees and expenses accrued under the FS/EIG investment advisory agreement during the three and nine months ended September 30, 2020 and 2019:

			Three Months Ended September 30,						Nine Months Ended September 30,
Related Party	Source Agreement	Description	2020			2019			2020			2019
FS/EIG Advisor	FS/EIG investment advisory agreement	Base Management Fee(1)		$	10,624		$	14,375		$	38,167		$	46,952
FS/EIG Advisor	FS/EIG investment advisory agreement	Administrative Services Expenses(2)		$	2,628		$	1,330		$	4,937		$	3,375

(1)

During the nine months ended September 30, 2020 and 2019, $22,158 and $48,983, respectively, in base management fees were paid to FS/EIG Advisor. The base management fee amount shown in the table above is shown net of $2 and $3,158 in structuring or other upfront fees received by FS/EIG Advisor and offset against base management fees for the three months ended September 30, 2020 and 2019, respectively, and $452 and $4,519 in structuring or other upfront fees received by FS/EIG Advisor and offset against base management fees for the nine months ended September 30, 2020 and 2019, respectively. As of September 30, 2020, $31,591 in base management fees were payable to FS/EIG Advisor. See above for a discussion of FS/EIG Advisor’s election to defer payment of a portion of the base management fee to which it was entitled.

(2)

During the nine months ended September 30, 2020 and 2019, $2,918 and $2,265, respectively, of the accrued administrative services expenses related to the allocation of costs of administrative personnel for services rendered to the Company by FS/EIG Advisor and the remainder related to other reimbursable expenses. The Company paid $3,403 and $2,139 in administrative services expenses to FS/EIG Advisor, or its affiliates, during the nine months ended September 30, 2020 and 2019, respectively.

Potential Conflicts of Interest

The members of the senior management and investment teams of FS/EIG 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

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FS Energy and Power Fund

Notes to Unaudited Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)

Note 4. Related Party Transactions (Continued)

Company does, or of investment vehicles managed by the same personnel. 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 shareholders. The Company’s investment objectives may overlap with the investment objectives of such investment funds, accounts or other investment vehicles. For example, the Company may rely on FS/EIG Advisor to manage the Company’s day-to-day activities and to implement its investment strategy. FS/EIG Advisor, personnel of FS/EIG Advisor, and certain of their respective affiliates are presently, and plan in the future to continue to be, involved with activities which are unrelated to the Company. As a result of these activities, FS/EIG Advisor, its personnel and certain of its affiliates will have conflicts of interest in allocating their time between the Company and other activities in which they are or may become involved, including the management of other entities affiliated with FS Investments or EIG. FS/EIG Advisor and its employees will devote only as much of its or their time to the Company’s business as FS/EIG Advisor and its employees, in their judgment, determine is reasonably required, which may be substantially less than their full time.

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 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 FS Advisor, including FS KKR Capital Corp., FS KKR Capital Corp. II, or collectively the Company’s co-investment affiliates. Effective April 9, 2018, or the JV Effective Date, and in connection with the transition of advisory services to a joint advisory relationship with EIG, the Company’s board of trustees authorized and directed that the Company (i) withdraw from the Order, except with respect to any transaction in which the Company participated in reliance on the Order prior to the JV Effective Date, and (ii) rely on an exemptive relief order dated April 10, 2018, granted to EIG and its affiliates which permits the Company to participate in co-investment transactions with certain other EIG advised funds, or the EIG Order.

Expense Reimbursement

Pursuant to an expense support and conditional reimbursement agreement, amended and restated as of May 16, 2013, or, the expense reimbursement agreement, FS Investments agreed to reimburse the Company for expenses in an amount that is sufficient to ensure that no portion of the Company’s distributions to shareholders will be paid from its offering proceeds or borrowings.

Under the expense reimbursement agreement, FS Investments agreed to reimburse the Company quarterly for expenses in an amount equal to the difference between the Company’s cumulative distributions paid to its shareholders in each quarter, less the sum of the Company’s net investment company taxable income, net capital gains and dividends and other distributions paid to the Company on account of preferred and common equity investments in portfolio companies (to the extent such amounts are not included in net investment company taxable income or net capital gains) in each quarter.

Pursuant to the expense reimbursement agreement, the Company has a conditional obligation to reimburse FS Investments for any amounts funded by FS Investments under such agreement if (and only to the extent that), during any fiscal quarter occurring within three years of the date on which FS Investments funded such amount, the sum of the Company’s net investment company taxable income, net capital gains and the amount of any dividends and other distributions paid to the Company on account of preferred

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FS Energy and Power Fund

Notes to Unaudited Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)

Note 4. Related Party Transactions (Continued)

and common equity investments in portfolio companies (to the extent not included in net investment company taxable income or net capital gains) exceeds the distributions paid by the Company to its shareholders; provided, however, that (i) the Company will only reimburse FS Investments for expense support payments made by FS Investments with respect to any calendar quarter beginning on or after July 1, 2013 to the extent that the payment of such reimbursement (together with any other reimbursement paid during such fiscal year) does not cause “other operating expenses” (as defined below) (on an annualized basis and net of any expense support payments received by the Company during such fiscal year) to exceed the lesser of (A) 1.75% of the Company’s average net assets attributable to its common shares for the fiscal year-to-date period after taking such payments into account and (B) the percentage of the Company’s average net assets attributable to its common shares represented by “other operating expenses” during the fiscal year in which such expense support payment from FS Investments was made (provided, however, that this clause (B) shall not apply to any reimbursement payment which relates to an expense support payment from FS Investments made during the same fiscal year) and (ii) the Company will not reimburse FS Investments for expense support payments made by FS Investments if the aggregate amount of distributions per share declared by the Company in such calendar quarter is less than the aggregate amount of distributions per share declared by the Company in the calendar quarter in which FS Investments made the expense support payment to which such reimbursement relates. The Company is not obligated to pay interest on the payments it receives from FS Investments. “Other operating expenses” means the Company’s total “operating expenses” (as defined below), excluding base management fees, incentive fees, organization and offering expenses, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating expenses” means all operating costs and expenses incurred, as determined in accordance with GAAP for investment companies. The expense reimbursement agreement was terminated on the JV Effective Date. The Company’s conditional obligation to reimburse FS Investments pursuant to the terms of the expense reimbursement agreement survived the termination of the agreement. As of the JV Effective Date, the Company entered into an expense support and conditional reimbursement agreement with FS/EIG Advisor, or the FS/EIG expense reimbursement agreement, on substantially similar terms. During the nine months ended September 30, 2020, the Company did not pay any amounts in expense recoupments to FS Investments. As of September 30, 2020, $5,647 of reimbursements may become subject to repayment by the Company to FS Investments in the future.

The following table reflects the expense reimbursement payments from FS Investments to the Company as of September 30, 2020 that may become subject to repayment by the Company to FS Investments:

For the Three Months Ended

Amount of
Expense
Reimbursement
Payment

Annualized “Other
Operating Expenses” Ratio
as of the Date of Expense
Reimbursement

Annualized Rate
of Distributions
Per Share(1)

Reimbursement
Eligibility
Expiration

December 31, 2017

5,647

0.36%

10.57%

December 31, 2020

(1)

The annualized rate of distributions per share is expressed as a percentage equal to the projected annualized distribution amount as of the end of the applicable period (which is calculated by annualizing the regular monthly cash distribution per share as of such date without compounding), divided by the Company’s distribution reinvestment price per share as of such date.

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FS Energy and Power Fund

Notes to Unaudited Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)

Note 5. Distributions

The following table reflects the cash distributions per share that the Company declared on its common shares during the nine months ended September 30, 2020 and 2019:

	Distribution
For the Three Months Ended	Per Share			Amount
Fiscal 2019
March 31, 2019		$	0.12500		$	54,616
June 30, 2019			0.12500			54,574
September 30, 2019			0.12500			54,542
Total		$	0.37500		$	163,732
Fiscal 2020
March 31, 2020		$	0.08333		$	36,207
June 30, 2020			0.03000			13,098
September 30, 2020			0.03000			13,163
Total		$	0.14333		$	62,468

While the Company’s board of trustees declared two cash distributions, each in the amount of $0.03 per share, which were paid on July 10, 2020 and October 12, 2020, it has not declared or resumed regular cash distributions to shareholders for any period after March 31, 2020, and FS/EIG Advisor and the Company’s board of trustees expect that future regular cash distributions to shareholders will be suspended until such time that the Company’s board of trustees and FS/EIG Advisor believe that market conditions and the financial condition of the Company support the resumption of such distributions. The Company’s board of trustees has and will continue to evaluate the Company’s ability to pay any distributions through the balance of the fiscal year. There can be no assurance that the Company will be able to pay distributions in the future. The timing and amount of any future distributions to shareholders are subject to applicable legal restrictions and the sole discretion of the Company’s board of trustees.

The Company has adopted an “opt in” distribution reinvestment plan for its shareholders. As a result, if the Company makes a cash distribution, its shareholders will receive distributions in cash unless they specifically “opt in” to the distribution reinvestment plan so as to have their cash distributions reinvested in additional common shares. However, certain state authorities or regulators may impose restrictions from time to time that may prevent or limit a shareholder’s ability to participate in the distribution reinvestment plan.

On October 13, 2016, the Company further amended and restated its distribution reinvestment plan, or the amended distribution reinvestment plan, which first applied to the reinvestment of cash distributions paid on or after November 30, 2016. Under the original plan, cash distributions to participating shareholders were reinvested in additional common shares at a purchase price equal to 90% of the public offering price per share in effect as of the date of issuance. Under the amended distribution reinvestment plan, cash distributions to participating shareholders will be reinvested in additional common shares at a purchase price determined by the Company’s board of trustees, or a committee thereof, in its sole discretion, that is (i) not less than the net asset value per common share as determined in good faith by the Company’s board of trustees 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 common share as of such date. Any distributions reinvested under the plan will remain taxable to a U.S. shareholder.

The Company may fund its cash distributions to shareholders from any sources of funds legally available to it, including proceeds from the sale of the Company’s common shares, borrowings, net investment

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FS Energy and Power Fund

Notes to Unaudited Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)

Note 5. Distributions (Continued)

income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, dividends or other distributions paid to the Company on account of preferred and common equity investments in portfolio companies and expense reimbursements from FS Investments. The Company has not established limits on the amount of funds it may use from available sources to make distributions.

No portion of the distributions paid during the nine months ended September 30, 2020 and 2019 were funded through the reimbursement of operating expenses by FS Investments, EIG or FS/EIG Advisor, as applicable. Any distributions funded through expense reimbursements or the offset or waiver of advisory fees are not based on the Company’s investment performance, and can only be sustained if the Company achieves positive investment performance in future periods and/or FS/EIG Advisor continues to offset or waive such fees. The Company’s future repayments of amounts reimbursed or offset by FS Investments or its affiliates will reduce the distributions that shareholders would otherwise receive in the future. During the nine months ended September 30, 2020 and 2019, the Company did not repay any amounts to FS Investments or its affiliates for expenses previously reimbursed, offset or waived. There can be no assurance that the Company will continue to achieve the performance necessary to sustain its distributions or that the Company will be able to pay distributions at a specific rate or at all. FS Investments and FS/EIG Advisor have no obligation to offset or waive advisory fees or otherwise reimburse expenses in future periods.

The following table reflects the sources of the cash distributions on a tax basis that the Company paid on its common shares during the nine months ended September 30, 2020 and 2019:

	Nine Months Ended September 30,
	2020					2019
Source of Distribution	Distribution Amount			Percentage		Distribution Amount			Percentage
Net investment income(1)		$	62,468		100%		$	163,732		100%
Short-term capital gains proceeds from the sale of assets			—		—			—		—
Long-term capital gains proceeds from the sale of assets			—		—			—		—
Return of capital			—		—			—		—
Total		$	62,468		100%		$	163,732		100%

(1)

During the nine months ended September 30, 2020 and 2019, 72.5% and 90.4%, respectively, of the Company’s gross investment income was attributable to cash income earned, 13.2% and 3.0%, respectively, was attributable to paid-in-kind, or PIK, interest and 14.3% and 6.6%, respectively, was attributable to non-cash accretion of discount.

The Company has in the past and may experience additional restructurings or defaults in the future. Any restructuring or default may have an impact on the level of income received by the Company.

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 shareholders are reported to shareholders annually on Form 1099-DIV.

Net capital losses may be carried forward indefinitely, and their character is retained as short-term or long-term. As of September 30, 2020, the Company had short-term and long-term capital loss carryforwards available to offset future realized capital gains of $114,970 and $956,963, respectively.

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FS Energy and Power Fund

Notes to Unaudited Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)

Note 5. Distributions (Continued)

As of September 30, 2020 and December 31, 2019, the gross unrealized appreciation on the Company’s investments, swap contracts and unrealized gain on foreign currency was $72,685 and $100,413, respectively, and the gross unrealized depreciation on the Company’s investments, swap contracts and unrealized loss on foreign currency was $744,849 and $777,199, respectively.

The aggregate cost of the Company’s investments for federal income tax purposes totaled $2,872,886 and $4,165,981 as of September 30, 2020 and December 31, 2019, respectively. The aggregate net unrealized appreciation (depreciation) on a tax basis was $(672,164) and $(676,786) as of September 30, 2020 and December 31, 2019, respectively.

As of September 30, 2020 and December 31, 2019, the Company had deferred tax assets of $191,954 and $135,803, respectively, resulting from net operating losses and capital losses of the Company’s wholly-owned taxable subsidiaries. As of September 30, 2020 and December 31, 2019, certain wholly-owned taxable subsidiaries anticipated that they would be unable to fully utilize their deferred tax assets, therefore the deferred tax assets were offset by valuation allowances of $191,954 and $135,803, respectively. For the nine months ended September 30, 2020 and the year ended December 31, 2019, the Company did not record a provision for taxes related to its wholly-owned taxable subsidiaries.

Note 6. Financial Instruments

The Company may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. During the nine months ended September 30, 2020 and 2019, the Company utilized swap contracts to economically hedge certain risks against natural gas and crude oil price exposure related to certain investments in the Company’s portfolio. While the use of these derivative instruments limits the downside risk of adverse price movements, their use also limits future revenues from upward price movements.

The Company’s fixed price swaps were settled monthly based on differences between the fixed price specified in the contract and the referenced settlement price. When the referenced settlement price was less than the price specified in the contract, the Company received an amount from the counterparty based on the price difference multiplied by the volume. Similarly, when the referenced settlement price exceeded the price specified in the contract, the Company paid the counterparty an amount based on the price difference multiplied by the volume. The prices contained in these fixed price swaps are based on the NYMEX Henry Hub for natural gas and the NYMEX West Texas Intermediate, or NYMEX WTI, for oil. Gas volumes are measured in one million British thermal units, or MMBtus, and oil volumes are measured in barrels, or Bbls. As of September 30, 2020, the Company did not have any fixed price swap positions.

In addition, the Company entered into oil basis swap positions, which settled on the pricing index to basis differential of Argus Light Louisiana Sweet Crude Oil, or Argus LLS, to NYMEX WTI. As of September 30, 2020, the Company did not have any oil basis swap positions for Argus LLS.

The fair value of swap contracts (which are not considered to be hedging instruments for accounting disclosure purposes) as of December 31, 2019 are as follows:

	December 31, 2019
Instrument	Asset(1)			Liability(2)
Swap Contracts – Crude Oil		$	6,262		$	280
Swap Contracts – Natural Gas			569			—
Total		$	6,831		$	280

(1)

Reflected on the Company’s consolidated balance sheets as: Unrealized appreciation on swap contracts.

(2)

Reflected on the Company’s consolidated balance sheets as: Unrealized depreciation on swap contracts.

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FS Energy and Power Fund

Notes to Unaudited Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)

Note 6. Financial Instruments (Continued)

The effect of swap contracts (which are not considered to be hedging instruments for accounting disclosure purposes) on the Company’s statements of operations for the three and nine months ended September 30, 2020 and 2019 were as follows:

	Three Months Ended September 30,
	2020						2019
Instrument	Realized Gain (Loss) on Derivatives Recognized in Income(1)			Net Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income(2)			Realized Gain (Loss) on Derivatives Recognized in Income(1)			Net Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income(2)
Swap Contracts – Crude Oil		$	—		$	—		$	1,446		$	3,647
Swap Contracts – Natural Gas			—			—			167			153
Total		$	—		$	—		$	1,613		$	3,800

	Nine Months Ended September 30,
	2020						2019
Instrument	Realized Gain (Loss) on Derivatives Recognized in Income(1)			Net Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income(2)			Realized Gain (Loss) on Derivatives Recognized in Income(1)			Net Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income(2)
Swap Contracts – Crude Oil		$	19,313		$	(5,982)		$	3,797		$	(7,509)
Swap Contracts – Natural Gas			937			(569)			273			590
Total		$	20,250		$	(6,551)		$	4,070		$	(6,919)

(1)

Reflected on the Company’s consolidated statements of operations as: Net realized gain (loss) on swap contracts.

(2)

Reflected on the Company’s consolidated statements of operations as: Net change in unrealized appreciation (depreciation) on swap contracts.

The following tables present the Company’s derivative assets and liabilities by counterparty, net of amounts available for offset under a master netting agreement as of December 31, 2019:

	December 31, 2019
Counterparty	Derivative Assets Subject to Master Netting Agreement			Derivatives Available for Offset			Net Amount of Derivative Assets(1)
BP Energy Co.		$	6,551		$	280		$	6,271
Macquarie Bank Ltd.			675			—			675
Total		$	7,226		$	280		$	6,946

Counterparty	Derivative Liabilities Subject to Master Netting Agreement			Derivatives Available for Offset			Net Amount of Derivative Liabilities(2)
BP Energy Co.		$	280		$	280		$	—
Macquarie Bank Ltd.			—			—			—
Total		$	280		$	280		$	—

(1)

Net amount of derivative assets represents the net amount due to the Company from the counterparty in the event of default.

(2)

Net amount of derivative liabilities represents the net amount due from the Company to the counterparty in the event of default.

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FS Energy and Power Fund

Notes to Unaudited Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)

Note 7. Investment Portfolio

The following table summarizes the composition of the Company’s investment portfolio at cost and fair value as of September 30, 2020 and December 31, 2019:

	September 30, 2020 (Unaudited)								December 31, 2019
	Amortized Cost(1)			Fair Value			Percentage of Portfolio		Amortized Cost(1)			Fair Value			Percentage of Portfolio
Senior Secured Loans – First Lien		$	715,229		$	626,341		29%		$	1,252,529		$	1,134,571		33%
Senior Secured Loans – Second Lien			462,181			260,192		12%			752,528			564,813		16%
Senior Secured Bonds			267,472			263,929		12%			529,773			524,221		15%
Unsecured Debt			281,818			186,942		8%			398,233			323,220		9%
Preferred Equity			681,610			537,237		24%			711,883			721,842		21%
Sustainable Infrastructure Investments, LLC			60,603			60,906		3%			—			—		—
Equity/Other			367,660			265,177		12%			480,760			213,970		6%
Total		$	2,836,573		$	2,200,724		100%		$	4,125,706		$	3,482,637		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 a 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, 2020, the Company held investments in two portfolio companies that it is deemed to “control.” As of September 30, 2020, the Company held investments in four portfolio companies of which it is deemed to be an “affiliated person” but is not deemed to “control.” For additional information with respect to such portfolio companies, see footnotes (w) and (x) to the unaudited consolidated schedule of investments as of September 30, 2020 in this quarterly report on Form 10-Q.

As of December 31, 2019, the Company held investments in one portfolio company that it is deemed to “control.” As of December 31, 2019, the Company held investments in seven portfolio companies of which it is deemed to be an “affiliated person” but is not deemed to “control.” For additional information with respect to such portfolio companies, see footnotes (z) and (aa) to the consolidated schedule of investments as of December 31, 2019 in this quarterly report on Form 10-Q.

The Company’s investment portfolio may contain loans or bonds that are in the form of lines of credit or revolving 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, 2020, the Company had five senior secured loan investments with aggregate unfunded commitments of $20,775 and unfunded commitments of $2,234 of Sustainable Infrastructure Investments, LLC. As of December 31, 2019, the Company had nine senior secured loan investments with aggregate unfunded commitments of $75,494 and two preferred equity investments with aggregate unfunded commitments of $10,927. As of December 31, 2019, these unfunded preferred equity investments were Limetree Bay Ventures, LLC and Rosehill Resources, Inc. The Company maintains sufficient cash on hand, available borrowings and liquid securities to fund such unfunded commitments should the need arise.

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FS Energy and Power Fund

Notes to Unaudited Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)

Note 7. 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, 2020 and December 31, 2019:

	September 30, 2020 (Unaudited)					December 31, 2019
Industry Classification	Fair Value			Percentage of Portfolio		Fair Value			Percentage of Portfolio
Upstream		$	1,068,499		48%		$	1,802,396		52%
Midstream			788,880		36%			1,061,389		30%
Power			138,814		6%			421,388		12%
Service & Equipment			130,811		6%			178,586		5%
Industrials			12,814		1%			18,878		1%
Sustainable Infrastructure Investments, LLC(1)			60,906		3%			—		—
Total		$	2,200,724		100%		$	3,482,637		100%

(1)

Sustainable Infrastructure Investments, LLC is generally comprised of midstream, renewables and power assets.

Sustainable Infrastructure Investments, LLC

On January 2, 2020, Sustainable Infrastructure Investments, LLC, or SIIJV, a joint venture between the Company and Imperial Sustainable Infrastructure Investments, LLC, or Imperial, a subsidiary of Imperial Capital Asset Management, LLC, or ICAM, was entered into pursuant to the terms of an amended and restated limited liability company agreement of SIIJV between the Company and Imperial, or the SIIJV Agreement. The SIIJV Agreement requires the Company and Imperial to provide capital to SIIJV of up to $67,629 in US dollars and $5,430 in Canadian dollars in the aggregate where the Company and Imperial would provide 87.5% and 12.5%, respectively, of the committed capital. Pursuant to the terms of the SIIJV Agreement, the Company and Imperial each have 50% voting control of SIIJV and are required to agree on all investment decisions as well as all other significant actions for SIIJV. SIIJV invests in senior secured loans (both first lien and second lien) to middle market companies, broadly syndicated loans and other midstream, renewables and power assets. As administrative agent of SIIJV, the Company performs certain day-to-day management responsibilities on behalf of SIIJV and is entitled to a fee of 0.25% of SIIJV’s assets under administration, calculated and payable quarterly in arrears. As of September 30, 2020, the Company and Imperial have funded approximately $69,276 to SIIJV, of which $60,603 was from the Company. The Company does not consolidate SIIJV in its consolidated financial statements.

On January 2, 2020, Seine Funding, LLC, or Seine Funding, a wholly-owned subsidiary of SIIJV, entered into a revolving credit facility, or the Seine Funding Facility, with certain financial institutions as lender, agent, collateral agent, collateral administrator, and collateral custodian, and SIIJV, as collateral manager. The Seine Funding Facility provides for borrowings in U.S. dollars and certain agreed upon foreign currencies in an aggregate principal amount of up to $634,103 on a committed basis, which may be increased under certain circumstances at the request of Seine Funding and with the consent of the lender and agent. The end of the reinvestment period for the Seine Funding Facility is December 31, 2020. The maturity date for the Seine Funding Facility is the earlier of (i) the latest maturity date among the assets securing the facility and (ii) the first date, after the end of the reinvestment period, on which all assets securing the facility are paid in full. Under the Seine Funding Facility, borrowings bear interest at the rate of three-month LIBOR (or the relevant reference rate for any foreign currency borrowings) (subject to a 0% floor) plus 1.20% per annum. Borrowings under the Seine Funding Facility are secured by a first priority

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FS Energy and Power Fund

Notes to Unaudited Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)

Note 7. Investment Portfolio (Continued)

security interest in substantially all of the assets of Seine Funding. As of September 30, 2020, total outstanding borrowings under the Seine Funding Facility were $498,133.

Below is a summary of SIIJV’s portfolio, followed by a listing of the individual loans in SIIJV’s portfolio as of September 30, 2020:

Total investments(1)	$	538,605
Weighted average current interest rate on debt investments(2)		2.28%
Number of portfolio assets in SIIJV		16
Largest investment in a single portfolio company(1)	$	87,511

(1)

At cost.

(2)

Computed as the (a) annual stated interest rate on accruing debt, divided by (b) total debt at par amount.

Sustainable Infrastructure Investments, LLC Portfolio
As of September 30, 2020 (in thousands)

Portfolio Company(a)	Footnotes	Industry	Rate(b)		Maturity		Principal Amount(c)			Amortized Cost			Fair Value(d)
Senior Secured Loans – First Lien – 93.5%
AES DE Holdings V, LLC		Renewables		L+175		6/13/26		$	15,505		$	15,505		$	15,016
Alianca Transportadora de Gas Participacoes S.A.		Midstream		L+230		5/23/27			87,511			87,511			85,390
Astoria Energy II LLC		Power		L+150		8/31/24			59,679			59,679			59,982
Blue Heron Intermediate Holdco I, LLC		Midstream		L+175		4/22/24			34,112			34,112			33,993
Cedar Creek II LLC		Renewables		L+188		11/18/23			11,106			11,106			11,110
Ciclo Combinado Tierra Mojada s.r.l. de CV		Power		L+200		6/19/26			32,258			32,258			32,226
Conejo Solar SPA	(f)	Renewables		L+250		6/15/36			43,725			43,725			43,423
Copper Mountain Solar 3, LLC		Renewables		L+175		5/29/25			21,207			21,207			21,440
CPV Maryland, LLC	(f)	Power		L+425		3/31/22			12,649			12,649			12,641
Flex Intermediate Holdco, LLC	(f)	Midstream		L+250		5/15/23			30,777			30,777			30,692
FLNG Liquefaction 2, LLC		Midstream		L+150		12/31/26			31,719			31,719			31,418
Meikle Wind Energy, LP	(e)(f)	Renewables		C+150		5/29/24		C$	17,578			13,523			13,421
NES Hercules Class B Member, LLC		Renewables		L+150		12/15/27		$	25,045			25,045			24,385
ST EIP Holdco LLC		Midstream		L+250		11/5/24			60,000			60,000			59,340
Top of the World Wind Energy LLC		Renewables		L+188		12/2/28			25,014			25,014			24,961
Total Senior Secured Loans – First Lien												503,830			499,438
Unsecured Debt – 6.5%
Sociedad Minera Cerro Verde S.A.A.		Power		L+190		6/19/22			34,775			34,775			34,624
Total Unsecured Debt												34,775			34,624
TOTAL INVESTMENTS – 100.0%											$	538,605		$	534,062

Percentages are shown as a percentage of total investments.

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FS Energy and Power Fund

Notes to Unaudited Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)

Note 7. Investment Portfolio (Continued)

(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, 2020, LIBOR was 0.23% and Canadian Dollar Offer Rate, or CDOR, was 0.51%. PIK means paid-in-kind. PIK income accruals may be adjusted based on the fair value of the underlying investment.

(c)

Denominated in U.S. dollars unless otherwise noted.

(d)

Security is classified as Level 3.

(e)

Position or portion thereof unsettled as of September 30, 2020.

(f)

Investment denominated in Canadian dollars. Amortized cost and fair value are converted into U.S. dollars as of September 30, 2020.

Below is selected balance sheet information for SIIJV as of September 30, 2020:

Selected Balance Sheet Information
Total investments, at fair value	$	534,062
Cash and other assets		34,521
Total assets	$	568,583
Debt	$	498,133
Other liabilities		2,054
Total liabilities		500,187
Member’s equity	$	68,396

Below is selected statement of operations information for SIIJV for the three and nine months ended September 30, 2020:

	Three Months Ended September 30, 2020			Nine Months Ended September 30, 2020
Selected Statement of Operations Information
Total investment income		$	3,539		$	15,493
Expenses
Interest expense			2,272			10,821
Custodian and accounting fees			39			124
Administrative services			39			100
Professional services			56			967
Other			11			31
Total expenses			2,417			12,043
Net investment income			1,122			3,450
Net realized and unrealized gain (loss)			11,160			(4,330)
Net increase in net assets resulting from operations		$	12,282		$	(880)

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

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FS Energy and Power Fund

Notes to Unaudited Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)

Note 8. Fair Value of Financial Instruments (Continued)

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, 2020 and December 31, 2019, the Company’s investments were categorized as follows in the fair value hierarchy:

Valuation Inputs	September 30, 2020 (Unaudited)			December 31, 2019
Level 1 – Price quotations in active markets		$	28,436		$	46,522
Level 2 – Significant other observable inputs			227,215			856,930
Level 3 – Significant unobservable inputs			1,945,073			2,579,185
Total		$	2,200,724		$	3,482,637

As of December 31, 2019, the Company’s swap contracts were categorized as follows in the table below.

	December 31, 2019
Valuation Inputs	Assets			Liabilities
Level 1 – Price quotations in active markets		$	—		$	—
Level 2 – Significant other observable inputs			6,831			280
Level 3 – Significant unobservable inputs			—			—
Total		$	6,831		$	280

The Company’s investments consist primarily of investments that were acquired directly from the issuer. Debt investments, for which broker quotes are not generally 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, call features, anticipated prepayments and other relevant terms of the investments. Except as described below, the Company’s investment in SIIJV and all of the Company’s preferred equity and 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, PV-10 multiples or liquidation value. An investment that is newly issued and purchased near the date of the financial statements is valued at cost

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FS Energy and Power Fund

Notes to Unaudited Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)

Note 8. Fair Value of Financial Instruments (Continued)

if the Company’s board of trustees 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. In determining the fair values of swap contracts, the Company utilized an industry-standard pricing model that considers various inputs including quoted forward prices for commodities, time value and current market and contractual prices for the underlying instruments. These assumptions are observable in the marketplace or can be corroborated by active markets or broker quotes and are typically classified as Level 2 within the fair value hierarchy. Except as described above, the Company values its other investments 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 an independent third-party pricing service and screened for validity by such service and are typically classified as Level 2 within the fair value hierarchy.

The Company periodically benchmarks the bid and ask prices it receives from the third-party pricing service 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 of the board of trustees, or the valuation committee, and the board of trustees reviewed and approved the valuation determinations made with respect to these investments in a manner consistent with the Company’s valuation policy.

The following is a reconciliation for the nine months ended September 30, 2020 and 2019 of investments for which significant unobservable inputs (Level 3) were used in determining fair value:

	For the Nine Months Ended September 30, 2020
	Senior Secured Loans – First Lien			Senior Secured Loans – Second Lien			Senior Secured Bonds			Unsecured Debt			Preferred Equity			Sustainable Infrastructure Investments, LLC			Equity/ Other			Total
Fair value at beginning of period		$	569,778		$	533,234		$	437,761		$	149,300		$	721,842		$	—		$	167,270		$	2,579,185
Accretion of discount (amortization of premium)			1,191			339			961			380			16,652			—			—			19,523
Net realized gain (loss)			(93,897)			(288,366)			(96,598)			(29,277)			(3,249)			—			(208,453)			(719,840)
Net change in unrealized appreciation (depreciation)			12,914			(15,821)			293			(11,365)			(169,067)			303			131,109			(51,634)
Purchases			146,433			8,571			54,832			112,848			22,717			60,603			150,956			556,960
Paid-in-kind interest			2,834			—			2,315			5,037			12,350			—			—			22,536
Sales and repayments			(177,187)			(11,386)			(135,635)			(69,300)			(64,008)			—			(4,141)			(461,657)
Net transfers in or out of Level 3(1)			—			—			—			—			—			—			—			—
Fair value at end of period		$	462,066		$	226,571		$	263,929		$	157,623		$	537,237		$	60,906		$	236,741		$	1,945,073
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		$	(44,442)		$	(151,941)		$	(7,935)		$	(13,016)		$	(165,752)		$	303		$	(979)		$	(383,762)

TABLE OF CONTENTS

FS Energy and Power Fund

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, 2019
	Senior Secured Loans – First Lien			Senior Secured Loans – Second Lien			Senior Secured Bonds			Unsecured Debt			Preferred Equity			Equity/ Other			Total
Fair value at beginning of period		$	761,125		$	539,172		$	456,575		$	55,906		$	498,167		$	238,485		$	2,549,430
Accretion of discount (amortization of premium)			1,265			920			1,797			453			10,116			142			14,693
Net realized gain (loss)			64			2			36			(128)			(561)			(7,633)			(8,220)
Net change in unrealized appreciation (depreciation)			(27,818)			(37,249)			3,277			(2,302)			9,026			2,787			(52,279)
Purchases			199,630			160,405			18,877			757			170,793			8,637			559,099
Paid-in-kind interest			2,515			3,435			759			768			692			—			8,169
Sales and repayments			(105,879)			(79,753)			(37,473)			(629)			(5,387)			(46,099)			(275,220)
Net transfers in or out of Level 3(1)			14,121			—			—			95,000			—			—			109,121
Fair value at end of period		$	845,023		$	586,932		$	443,848		$	149,825		$	682,846		$	196,319		$	2,904,793
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		$	(27,617)		$	(35,894)		$	2,881		$	(2,322)		$	10,612		$	(1,264)		$	(53,604)

(1)

Transfers in or out of Level 3 were deemed to have occurred at the beginning of the period.

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FS Energy and Power Fund

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, 2020 and December 31, 2019 were as follows:

Type of Investment

Fair Value at
September 30,
2020
(Unaudited)

Valuation Technique(1)

Unobservable Input

Range

Weighted
Average

Senior Secured Loans – First
Lien

427,196

Market Comparables

Market Yield (%)

6.5% – 20.8%

11.8%

EBITDA Multiples (x)

2.0x – 6.6x

3.2x

34,870

Discounted Cash Flow

Discount Rate (%)

12.0% – 17.0%

14.5%

Senior Secured Loans – Second Lien

226,571

Market Comparables

Market Yield (%)

8.0% – 16.3%

9.8%

EBITDA Multiples (x)

2.5x – 4.5x

3.5x

Senior Secured Bonds

263,929

Market Comparables

Market Yield (%)

8.7% – 18.0%

11.2%

Unsecured Debt

131,123

Market Comparables

Market Yield (%)

9.5% – 18.0%

13.0%

Net Aircraft Book Value
Multiple (x)

1.0x – 1.0x

1.0x

26,500

Other(2)

N/A

Preferred Equity

5,007

Market Comparables

EBITDA Multiples (x)

9.5x – 10.5x

10.0x

532,230

Discounted Cash Flow

Discount Rate (%)

7.8% – 28.3%

16.6%

Sustainable Infrastructure Investments, LLC

60,906

Discounted Cash Flow

Discount Rate (%)

11.0% – 12.0%

11.5%

Equity/Other

230,558

Market Comparables

EBITDA Multiples (x)

2.0x – 10.5x

4.4x

Production Multiples (Mboe/d)

$27,500.0 – $32,500.0

30,000.0

Proved Reserves Multiples (Mmboe)

7.8x – 9.3x

8.5x

Production Multiples (MMcfe/d)

$1,678.3 – $3,250.0

2,794.5

Proved Reserves Multiples (Bcfe)

0.4x – 0.7x

0.6x

PV-10 Multiples (x)

0.5x – 1.6x

1.0x

3,325

Discounted Cash Flow

Discount Rate (%)

8.0% – 31.0%

24.7%

2,507

Option Valuation Model

Volatility (%)

55.0% – 65.0%

60.1%

351

Cost

$100.0 – $100.0

100.0

Total

1,945,073

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FS Energy and Power Fund

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, 2019

Valuation Technique(1)

Unobservable Input

Range

Weighted
Average

Senior Secured Loans – First Lien

478,337

Market Comparables

Market Yield (%)

7.5% – 27.0%

13.8%

EBITDA Multiples (x)

3.6x – 4.6x

4.1x

63,646

Discounted Cash Flow

Discount Rate (%)

18.5% – 23.5%

21.0%

27,795

Other(2)

N/A

Senior Secured Loans – Second Lien

533,234

Market Comparables

Market Yield (%)

8.5% – 19.1%

13.7%

EBITDA Multiples (x)

3.6x – 4.6x

4.1x

Senior Secured Bonds

437,761

Market Comparables

Market Yield (%)

7.9% – 12.1%

10.1%

Unsecured Debt

121,300

Market Comparables

Market Yield (%)

10.2% – 12.5%

10.6%

Net Aircraft Book Value
Multiple (x)

1.0x – 1.0x

1.0x

28,000

Other(2)

Other

N/A

Preferred Equity

13,187

Market Comparables

EBITDA Multiples (x)

6.8x – 8.8x

8.4x

708,307

Discounted Cash Flow

Discount Rate (%)

9.3% – 19.0%

13.8%

348

Other(2)

N/A

Equity/Other

144,465

Market Comparables

EBITDA Multiples (x)

3.5x – 10.3x

4.6x

Production Multiples (Mboe/d)

$20,000.0 – $37,500.0

28,364.1

Proved Reserves Multiples (Mmboe)

$2.8 – $12.0

7.2

Production Multiples (MMcfe/d)

$3,050.0 – $3,550.0

3,300.0

Proved Reserves Multiples (Bcfe)

0.8x – 0.9x

0.9x

PV-10 Multiples (x)

0.5x – 1.2x

0.8x

1,354

Discounted Cash Flow

Discount Rate (%)

14.5% – 20.5%

17.5%

9,371

Option Valuation Model

Volatility (%)

24.0% – 37.5%

30.7%

12,080

Other(2)

N/A

Total

2,579,185

(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 an independent third-party pricing service and screened for validity by such service. 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 valued based on expected outcome of proposed corporate transactions, the expected value of the liquidation preference of the investment or other factors.

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FS Energy and Power Fund

Notes to Unaudited Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)

Note 9. Financing Arrangements

The following tables present a summary of information with respect to the Company’s outstanding financing arrangements as of September 30, 2020 and December 31, 2019. 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, 2019 and the additional disclosure set forth in this Note 9.

	As of September 30, 2020 (Unaudited)
Arrangement(1)	Type of Arrangement	Rate(2)	Amount Outstanding			Amount Available			Maturity Date
JPMorgan Facility	Revolving/Term	L+3.00%		$	416,667		$	—	February 16, 2023
Senior Secured Notes(3)	Bond	7.50%			489,000			—	August 15, 2023
Total				$	905,667		$	—

	As of December 31, 2019
Arrangement(1)	Type of Arrangement	Rate(2)	Amount Outstanding			Amount Available			Maturity Date
Goldman Facility	Term	L+3.20%		$	425,000		$	50,000	December 2, 2022
JPMorgan Facility	Revolving/Term	L+2.75%			311,667			383,333	February 16, 2023
Senior Secured Notes(3)	Bond	7.50%			500,000			—	August 15, 2023
Total				$	1,236,667		$	433,333

(1)

The carrying amount outstanding under the facility approximates its fair value, unless otherwise noted.

(2)

LIBOR is subject to a 0.00% floor.

(3)

As of September 30, 2020 and December 31, 2019, the fair value of the Senior Secured Notes was approximately $445,440 and $507,500, respectively. These valuations are considered Level 2 valuations within the fair value hierarchy.

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FS Energy and Power Fund

Notes to Unaudited Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)

Note 9. Financing Arrangements (Continued)

For the three and nine months ended September 30, 2020 and 2019, the components of total interest expense for the Company’s financing arrangements were as follows:

	Three Months Ended September 30,
	2020									2019
Arrangement(1)	Direct Interest Expense(2)			Amortization of Deferred Financing Costs and Discount			Total Interest Expense			Direct Interest Expense(2)			Amortization of Deferred Financing Costs and Discount			Total Interest Expense
Goldman Facility		$	3,510		$	637		$	4,147		$	6,616		$	139		$	6,755
JPMorgan Facility			4,845			665			5,510			5,511			387			5,898
Senior Secured Notes			9,169			1,008			10,177			9,375			1,022			10,397
Total		$	17,524		$	2,310		$	19,834		$	21,502		$	1,548		$	23,050

	Nine Months Ended September 30,
	2020									2019
Arrangement(1)	Direct Interest Expense(2)			Amortization of Deferred Financing Costs and Discount			Total Interest Expense			Direct Interest Expense(2)			Amortization of Deferred Financing Costs and Discount			Total Interest Expense
Goldman Facility		$	13,534		$	773		$	14,307		$	20,308		$	461		$	20,769
JPMorgan Facility			12,985			1,694			14,679			12,763			1,149			13,912
Senior Secured Notes			27,840			3,326			31,166			28,125			3,030			31,155
Total		$	54,359		$	5,793		$	60,152		$	61,196		$	4,640		$	65,836

(1)

Borrowings of each of the Company’s wholly-owned special-purpose 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)

Direct interest expense includes the effect of non-usage fees, administration fees and make-whole fees, if any.

The Company’s average borrowings and weighted average interest rate, including the effect of non-usage fees, for the nine months ended September 30, 2020 were $1,115,141 and 7.09%, respectively. As of September 30, 2020, the Company’s effective interest rate on borrowings was 5.52%.

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 $1,219,890 and 6.69%, respectively. As of September 30, 2019, the Company’s effective interest rate on borrowings was 6.40%.

Recent events such as the rapid spread of the COVID-19 pandemic, global lockdowns and ongoing negotiations regarding production levels between oil producing countries, has resulted in lower demand for crude oil and, as a result, lower commodity prices. The impact of these events on the U.S. and global economies (including energy markets), has negatively impacted, and is likely to continue to negatively impact, the business operations of some of our portfolio companies. The Company cannot at this time fully predict the impact of these events on its business or the business of its portfolio companies, their duration or magnitude or the extent to which they will negatively impact the Company’s portfolio companies’ operating results or the Company’s own results of operations or financial condition. The Company expects that certain of its portfolio companies will continue to experience economic distress for the foreseeable future and may become insolvent or otherwise significantly limit business operations if subjected to prolonged economic distress,

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FS Energy and Power Fund

Notes to Unaudited Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)

Note 9. Financing Arrangements (Continued)

including as a result of the depressed price of oil or other declines in the energy markets. These developments could result in a further decrease in the value of the Company’s investments.

These events have already had adverse effects on the Company’s investment income and the Company expects that such adverse effects will continue for some time. These adverse effects may require the Company to restructure certain of its investments, which could result in further reductions to the Company’s investment income or in impairments on the Company’s investments. In addition, disruptions in the capital markets have resulted in illiquidity in certain market areas. These market disruptions and illiquidity are likely to have an adverse effect on the Company’s business, financial condition, results of operations and cash flows. Unfavorable economic conditions caused by these events can also be expected to increase the Company’s funding costs and limit its access to the capital markets. These events have limited the Company’s investment originations, which is likely to continue for the immediate future, and have also had a material negative impact on the Company’s operating results. In addition, depressed mark-to-market valuations of many of the Company’s portfolio companies have materially reduced the value of collateral available to secure the Company’s financing arrangements, and consequently have adversely impacted the Company’s liquidity and may continue to do so in the future.

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. As a result of the events described above, the Company has needed to sell certain investments to satisfy certain margin obligations, and if current market conditions persist or worsen, the Company may need to sell additional investments at similarly or even more disadvantageous prices, or enter into other transactions on terms that are disadvantageous to the Company, to satisfy obligations under its financing arrangements. The Company did not comply with covenants under certain of its financing arrangements relating to the Company’s level of shareholder equity as of March 31, 2020. Accordingly, in early April 2020, the Company obtained waivers from the other parties to the applicable financing arrangements to satisfy those covenants. The Company was otherwise in compliance with all covenants required by its financing arrangements as of March 31, 2020. The Company was in compliance with all covenants required by its financing arrangements as of September 30, 2020 and December 31, 2019.

Goldman Facility

On July 8, 2020, Gladwyne Funding LLC, or Gladwyne Funding, the Company’s wholly-owned special-purpose financing subsidiary, repaid in full and terminated its credit facility, or the Goldman Facility, with Goldman Sachs Bank U.S.A., as sole lead arranger, sole lender, and administrative agent, and Wells Fargo Bank, National Association, as collateral agent and collateral administrator. The Goldman Facility provided for borrowings in an aggregate principal amount up to $200,000 on a committed basis. Prior to the termination of the Goldman Facility, borrowings accrued interest at a rate equal to LIBOR (subject to a 0% floor) plus 5.20% per annum.

Gladwyne Funding incurred certain customary costs and expenses in connection with the termination of the Goldman Facility.

JPMorgan Facility

On April 9, 2020, the Company entered into Amendment No. 1 and Waiver, or JPMorgan Amendment No. 1, to the Company’s senior secured revolving credit facility with JPMorgan Chase Bank, N.A., or JPMorgan, as administrative agent and collateral agent, and the other lenders and agents party thereto, or as amended, the JPMorgan Facility. JPMorgan Amendment No. 1 reduced revolving loan commitments under the JPMorgan Facility to $185,000, which amount was equal to the amount of then currently outstanding revolving loans under the JPMorgan Facility. Upon the occurrence of certain events and

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FS Energy and Power Fund

Notes to Unaudited Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)

Note 9. Financing Arrangements (Continued)

subject to certain specified thresholds, JPMorgan Amendment No. 1 required the Company to make certain prepayments of outstanding loans and additional reductions of the revolving commitments. JPMorgan Amendment No. 1 also reduced the minimum shareholders’ equity the Company is required to maintain as of the end of each fiscal quarter, to $900,000 for the fiscal quarters ending in March, June and September of 2020 and $1,150,000 for each fiscal quarter thereafter. Additionally, JPMorgan Amendment No. 1 restricted the ability of the Company to make most discretionary cash dividends and distributions and other restricted payments.

The Company incurred certain customary fees, costs and expenses in connection with the closing of JPMorgan Amendment No. 1.

On July 6, 2020, the Company entered into Amendment No. 2, or JPMorgan Amendment No. 2, to the JPMorgan Facility. Upon its effectiveness, among other things, JPMorgan Amendment No. 2 set the minimum shareholders’ equity the Company is required to maintain as of the end of each fiscal quarter at $900,000 for the remaining life of the facility. JPMorgan Amendment No. 2 also increased the interest rate margin due under the facility (i) for loans bearing interest by reference to the adjusted eurocurrency rate, from 2.75% per annum to 3.00% per annum and (ii) for loans bearing interest by reference to the alternate base rate, from 1.75% per annum to 2.00% per annum. Additionally, JPMorgan Amendment No. 2 provided capacity for up to $150,000 in commitment increases, upon the Company’s request and with lender participation, and expanded borrowing base capacity by permitting the inclusion of certain performing preferred stock in the borrowing base. On July 15, 2020, the Company satisfied the conditions to effectiveness for JPMorgan Amendment No. 2, including, among others, (i) repaying and discharging in full all obligations (including outstanding principal, accrued interest, and other fees and expenses) under the Goldman Facility and (ii) joining Gladwyne Funding, EP Synergy Investments, Inc., Gladwyne Funding’s wholly-owned subsidiary, and FS Power Investments, LLC, the Company’s wholly-owned subsidiary, as guarantors and grantors that guarantee and secure with substantially all of their assets the obligations under both the JPMorgan Facility and the Indenture, dated as of August 6, 2018, with U.S. Bank National Association, as trustee.

The Company incurred certain customary fees, costs and expenses in connection with the closing of JPMorgan Amendment No. 2.

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. FS/EIG 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 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 any 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.

See Note 4 for a discussion of the Company’s commitments to FS Advisor, FS/EIG Advisor and its affiliates (including FS Investments) and Note 7 for a discussion of the Company’s unfunded commitments.

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FS Energy and Power Fund

Notes to Unaudited Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)

Note 10. Commitments and Contingencies (Continued)

The following is a schedule of financial highlights of the Company for the nine months ended September 30, 2020 and the year ended December 31, 2019:

	Nine Months Ended September 30, 2020 (Unaudited)			Year Ended December 31, 2019
Per Share Data:(1)
Net asset value, beginning of period		$	5.43		$	6.01
Results of operations(2)
Net investment income			0.14			0.46
Net realized gain (loss) and unrealized appreciation (depreciation)			(2.15)			(0.54)
Net increase (decrease) in net assets resulting from operations			(2.01)			(0.08)
Shareholder distributions(3)
Distributions from net investment income			(0.14)			(0.50)
Net decrease in net assets resulting from shareholder distributions			(0.14)			(0.50)
Capital share transactions
Issuance of common shares(4)			—			—
Repurchases of common shares(5)			—			—
Net increase (decrease) in net assets resulting from capital share transactions			—			—
Net asset value, end of period		$	3.28		$	5.43
Shares outstanding, end of period			438,393,705			438,477,007
Total return(6)			(38.78)%			(1.83)%
Total return (without assuming reinvestment of distributions)(6)			(37.02)%			(1.33)%
Ratio/Supplemental Data:
Net assets, end of period		$	1,436,615		$	2,379,605
Ratio of net investment income to average net assets(7)			4.46%			7.76%
Ratio of total operating expenses to average net assets(7)			8.28%			6.54%
Portfolio turnover(8)			22.22%			32.88%
Total amount of senior securities outstanding, exclusive of treasury securities		$	905,667		$	1,236,667
Asset coverage per unit(9)			2.59			2.92

(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 shares on a per share basis reflects the incremental net asset value changes as a result of the issuance of common shares pursuant to the Company’s distribution reinvestment plan. The issuance of common shares at a price 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 shares was a reduction to net asset value of less than $0.01 per share during each period.

(6)

The total return for each period presented was calculated based on the change in net asset value during the applicable period, including the impact of distributions reinvested in accordance with the Company’s distribution reinvestment plan. The total return (without assuming reinvestment of distributions) 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 which were declared during the applicable period and dividing the total by the net asset value per share at the beginning of the applicable period. The total returns do not consider the effect of any sales commissions or charges that may be incurred in connection with the sale of the Company’s common shares. The total returns include the effect of the issuance of common shares at a net offering price that is greater than net asset value per

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FS Energy and Power Fund

Notes to Unaudited Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)

Note 10. Commitments and Contingencies (Continued)

share, which causes an increase in net asset value per share. The historical calculations of total returns in the table should not be considered representations of the Company’s future total returns, which may be greater or less than the returns 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 encounters 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 returns on the Company’s investment portfolio during the applicable period and do not represent actual returns to shareholders.

(7)

Weighted average net assets during the applicable period are used for this calculation. Ratios for the nine months ended September 30, 2020 are annualized. Annualized ratios for the nine months ended September 30, 2020 are not necessarily indicative of the ratios that may be expected for the year ending December 31, 2020. The following is a schedule of supplemental ratios for the nine months ended September 30, 2020 and year ended December 31, 2019:

			Nine Months Ended September 30, 2020 (Unaudited)						Year Ended December 31, 2019
Ratio of interest expense to average net assets					4.47%						3.40%

(8)

Portfolio turnover for the nine months ended September 30, 2020 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.

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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 included elsewhere in this quarterly report on Form 10-Q. In this report, “we,” “us” and “our” refer to FS Energy and Power Fund and “FS/EIG Advisor” refers to FS/EIG Advisor, LLC.

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, including our and their ability to achieve our respective objectives as a result of the current COVID-19 pandemic;

•

the impact of the investments that we expect to make;

•

the ability of our portfolio companies to achieve their objectives;

•

our current and expected financing arrangements 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 FS/EIG Advisor, FS Investments, EIG, or any of their respective affiliates;

•

the dependence of our future success on the general economy and its effect on the industries in which we may invest;

•

general economic and political trends and other external factors, including the current COVID-19 pandemic and related disruptions caused thereby;

•

our use of financial leverage;

•

the ability of FS/EIG Advisor to locate suitable investments for us and to monitor and administer our investments;

•

the ability of FS/EIG 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, as amended, and the rules and regulations issued thereunder;

•

the effect of changes to tax legislation and our tax position; and

•

the tax status of the enterprises in which we may invest.

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;

•

risks associated with possible disruption in our operations or the economy generally due to terrorism, natural disasters or pandemics; and

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•

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. Shareholders are advised to consult any additional disclosures that we may make directly to shareholders 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 formed as a Delaware statutory trust under the Delaware Statutory Trust Act on September 16, 2010 and formally commenced investment operations on July 18, 2011. 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. In November 2016, we closed our continuous public offering of common shares to new investors.

Our investment activities are managed by FS/EIG Advisor and supervised by our board of trustees, a majority of whom are independent. Under the FS/EIG investment advisory agreement, we have agreed to pay FS/EIG Advisor an annual base management fee based on the average weekly value of our gross assets and an incentive fee based on our performance.

Our investment policy is to invest, under normal circumstances, at least 80% of our total assets in securities of Energy companies. This investment policy may not be changed without at least 60 days’ prior notice to holders of our common shares of any such change.

Our investment objective is to generate current income and long-term capital appreciation. We pursue our investment objective by focusing on the following seven investment themes: (i) basin-on-basin competition in U.S. shale, (ii) globalization of natural gas, (iii) coal retirements and the evolving energy generation mix, (iv) renewables focused on power grid parity, (v) export infrastructure for emerging U.S. producers, (vi) market liberalization opening new markets and (vii) midstream infrastructure connecting new supplies. However, we may pursue other investment opportunities if we believe it is in our best interests and consistent with our investment objectives.

Within the above investment themes, we intend to focus on the following investment categories in an effort to generate returns for our investors with an acceptable level of risk.

Direct Originations: Through FS/EIG Advisor, we intend to directly source investment opportunities across the Energy industry. Such investments are typically originated and structured through a negotiated process in which we directly participate and are not generally available to the broader market. These investments may include both debt and equity components. We believe directly originated investments may offer higher returns and more favorable protections than broadly syndicated transactions.

Broadly Syndicated Loan and Bond Transactions: Although our primary focus is to invest in directly originated transactions, in certain circumstances we will also invest in the broadly syndicated loan and high yield bond markets. Broadly syndicated loans and bonds are generally more liquid than our directly originated investments and provide a complement to our less liquid strategies.

In the case of broadly syndicated investments, we generally intend to capitalize on market inefficiencies by investing in loans, bonds, and other asset classes where the market price of such investment reflects a lower value than we believe is warranted based on our fundamental analysis, providing us with an opportunity to earn an attractive return on our investment.

Our portfolio is comprised primarily of income-oriented securities, which principally refers to debt securities and income-oriented preferred and common equity interests, of privately-held Energy companies

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within the United States. We expect to invest primarily in directly originated investments and primary market transactions, as this will provide us with the ability to tailor investments to best match a project’s or company’s needs with our investment objectives. We intend to weight our portfolio towards senior secured debt and directly originated preferred equity investments, which we believe offer opportunities for superior risk-adjusted returns and income generation. Our debt investments may take the form of corporate or project loans or bonds, may be secured or unsecured and may, in some cases, be accompanied by yield enhancements. These yield enhancements are typically expected to include royalty interests in mineral, oil and gas properties, warrants, options, net profits interests, cash flow participations or other forms of equity participation that can provide additional consideration or “upside” in a transaction. Our preferred equity investments are mostly directly originated and may take the form of perpetual or redeemable securities, typically with a current income component and minimum base returns. In addition, certain income-oriented preferred or common equity interests may include interests in master limited partnerships and a portion of our portfolio may be comprised of derivatives, including the use of total return swaps, credit default swaps and other commodity swap contracts. In connection with certain of our debt investments or any restructuring of these debt investments, we may on occasion receive equity interests, including warrants or options, as additional consideration or otherwise in connection with a restructuring. FS/EIG Advisor will seek to tailor our investment focus as market conditions evolve.

Revenues

The principal measure of our financial performance is net increase or decrease 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 swap contracts, net change in unrealized appreciation or depreciation on investments, net change in unrealized gain or loss on foreign currency investments and net change in unrealized gain or loss on swap contracts. 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 swap contracts is the portion of realized gain or loss attributable to the difference between the fixed price specified in the contract and the referenced settlement price. Net change in 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 change in 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 change in unrealized gain or loss on swap contracts is the net change in the value of receivables or accruals due to the impact of the difference between the fixed price specified in the contract and the referenced settlement price.

We principally generate revenues in the form of interest income on the debt investments we hold. We also generate revenues in the form of dividends and other distributions on the equity or other securities we may hold. In addition, we may generate revenues in the form of non-recurring commitment, closing, origination, structuring or diligence fees, fees for providing managerial assistance, consulting fees, prepayment fees and performance-based fees.

Expenses

Our primary operating expenses include the payment of management and incentive fees and other expenses under the FS/EIG investment advisory agreement, interest expense from financing arrangements and other indebtedness, and other expenses necessary for our operations. The management and incentive fees compensate FS/EIG Advisor for its work in identifying, evaluating, negotiating, executing, monitoring and servicing our investments.

FS/EIG 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. FS/EIG Advisor also performs, or oversees the performance of, our corporate operations and required administrative services, which includes being responsible for the

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financial records that we are required to maintain and preparing reports for our shareholders and reports filed with the SEC. In addition, FS/EIG 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 shareholders, and generally overseeing the payment of our expenses and the performance of administrative and professional services rendered to us by others.

We reimburse FS/EIG Advisor for expenses necessary to perform services related to our administration and operations, including FS/EIG Advisor’s allocable portion of the compensation and related expenses of certain personnel of FS Investments and EIG providing administrative services to us on behalf of FS/EIG Advisor, and for 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. We reimburse FS/EIG Advisor no less than quarterly for all costs and expenses incurred by FS/EIG Advisor in performing its obligations and providing personnel under the FS/EIG investment advisory agreement. The amount of this reimbursement is set at the lesser of (1) FS/EIG Advisor’s actual costs incurred in providing such services and (2) the amount that we estimate would be required to pay alternative service providers for comparable services in the same geographic location. FS/EIG Advisor allocates the cost of such services to us based on factors such as time allocations and other reasonable metrics. Our board of trustees reviews the methodology employed in determining how the expenses are allocated to us and 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 trustees 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 trustees compares the total amount paid to FS/EIG Advisor for such services as a percentage of our net assets to the same ratio as reported by other comparable BDCs. We do not reimburse FS/EIG Advisor for any services for which it receives a separate fee, or for rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of FS/EIG Advisor.

We bear all other expenses of our operations and transactions, including all other expenses incurred by FS/EIG Advisor in performing services for us and administrative personnel paid by FS/EIG Advisor, to the extent they are not controlling persons of FS/EIG Advisor or any of its affiliates, subject to the limitations included in the FS/EIG investment advisory agreement.

In addition, we have contracted with State Street to provide various accounting and administrative services, including, but not limited to, preparing preliminary financial information for review by FS/EIG 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.

For information regarding our fee offset and historical expense reimbursement arrangements with FS Investments and FS/EIG Advisor, see Note 4 to our unaudited consolidated financial statements included herein.

Qualifying Assets

Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of our total assets. The principal categories of qualifying assets relevant to our business are any of the following:

Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is defined in the 1940 Act as any issuer which:

is organized under the laws of, and has its principal place of business in, the United States;

is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an investment company but for certain exclusions under the 1940 Act; and

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satisfies any of the following:

does not have any class of securities that is traded on a national securities exchange;

ii.

has a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting and non-voting common equity of less than $250 million;

iii.

is controlled by a BDC or a group of companies including a BDC and the BDC has an affiliated person who is a director of the eligible portfolio company; or

iv.

is a small and solvent company having total assets of not more than $4.0 million and capital and surplus of not less than $2.0 million.

Securities of any eligible portfolio company that we control.

Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities, was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.

Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own 60% of the outstanding equity of the eligible portfolio company.

Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to such securities.

Cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.

As of the quarter ended September 30, 2020, 68.0% of our total assets constituted qualifying assets. Therefore, until qualifying assets represent at least 70% of our total assets, we may not make investments other than in qualifying assets. Pending investments in other types of “qualifying assets,” we may hold cash, cash equivalents, including money market funds, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.

COVID-19 and Energy Market Developments

Recent events such as the rapid spread of the COVID-19 pandemic, global lockdowns and ongoing negotiations regarding production levels between oil producing countries, has resulted in lower demand for crude oil and, as a result, lower commodity prices. The impact of these events on the U.S. and global economies (including energy markets), has negatively impacted, and is likely to continue to negatively impact, the business operations of some of our portfolio companies. We cannot at this time fully predict the impact of these events on our business or the business of our portfolio companies, their duration or magnitude or the extent to which they will negatively impact our portfolio companies’ operating results or our own results of operations or financial condition. We expect that certain of our portfolio companies will continue to experience economic distress for the foreseeable future and may become insolvent or otherwise significantly limit business operations if subjected to prolonged economic distress, including as a result of the depressed price of oil or other declines in the energy markets. These developments could result in a further decrease in the value of our investments.

These events have already had adverse effects on our investment income and we expect that such adverse effects will continue for some time. These adverse effects may require us to restructure certain of our investments, which could result in further reductions to our investment income or in impairments on our investments. In addition, disruptions in the capital markets have resulted in illiquidity in certain market areas. These market disruptions and illiquidity are likely to have an adverse effect on our business, financial condition, results of operations and cash flows. Unfavorable economic conditions caused by these events can also be expected to increase our funding costs and limit our access to the capital markets. These events

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have limited our investment originations, which is likely to continue for the immediate future, and have also had a material negative impact on our operating results. In addition, depressed mark-to-market valuations of many of our portfolio companies have materially reduced the value of collateral available to secure our financing arrangements. Consequently, this has adversely impacted our liquidity, may cause us to fall out of compliance with certain portfolio requirements under the 1940 Act that are tied to the value of our investments and, in each case, may continue to do so in the future.

In particular, as a result of these events, we have needed to sell certain investments to satisfy certain margin obligations, and if current market conditions persist or worsen, we may need to sell additional investments at similarly or even more disadvantageous prices, or enter into other transactions on terms that are disadvantageous to us, to satisfy obligations under our financing arrangements.

In light of such difficult market conditions and in an effort to preserve our liquidity, we previously determined to suspend for an indefinite period of time our share repurchase program and will reassess our ability to recommence such program in future periods. Moreover, while our board of trustees declared two cash distributions, each in the amount of $0.03 per share, which were paid on July 10, 2020 and October 12, 2020, it has not declared or resumed regular cash distributions to shareholders for any period after March 31, 2020, and we expect that future regular cash distributions to shareholders will be suspended until such time that we believe that market conditions and our financial condition support the resumption of such distributions. Our board of trustees has and will continue to evaluate our ability to pay any distributions through the balance of the fiscal year. Accordingly, there can be no assurance that we will be able to pay distributions in the future.

We will continue to carefully monitor the impact of both the COVID-19 pandemic and disruptions in the energy markets on our business and the business of our portfolio companies. Because the full effects of these events are not capable of being known at this time, we cannot estimate the impacts on our financial condition, results of operations or cash flows. We do, however, expect that these events will continue to have a negative impact on our business and the financial condition of our portfolio companies.

Portfolio Investment Activity for the Three and Nine Months Ended September 30, 2020 and for the Year Ended December 31, 2019

Total Portfolio Activity

The following tables present certain selected information regarding our portfolio investment activity for the three and nine months ended September 30, 2020:

Net Investment Activity(1)	For the Three Months Ended September 30, 2020			For the Nine Months Ended September 30, 2020
Purchases		$	215,112		$	596,841
Sales and Repayments			(227,924)			(974,737)
Net Portfolio Activity		$	(12,812)		$	(377,896)

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	For the Three Months Ended September 30, 2020					For the Nine Months Ended September 30, 2020
New Investment Activity by Asset Class(1)	Purchases			Percentage		Purchases			Percentage
Senior Secured Loans – First Lien		$	31,754		15%		$	161,789		28%
Senior Secured Loans – Second Lien			8,571		4%			8,571		1%
Senior Secured Bonds			—		—			54,832		9%
Unsecured Debt			—		—			112,848		19%
Preferred Equity			833		0%			22,717		4%
Sustainable Infrastructure Investments, LLC			—		—			60,603		10%
Equity/Other			173,954		81%			175,481		29%
Total		$	215,112		100%		$	596,841		100%

(1)

The majority of investment activity in the portfolio for the three months ended September 30, 2020 resulted from restructuring activity.

The following table summarizes the composition of our investment portfolio at cost and fair value as of September 30, 2020 and December 31, 2019:

	September 30, 2020 (Unaudited)								December 31, 2019
	Amortized Cost(1)			Fair Value			Percentage of Portfolio		Amortized Cost(1)			Fair Value			Percentage of Portfolio
Senior Secured Loans – First Lien		$	715,229		$	626,341		29%		$	1,252,529		$	1,134,571		33%
Senior Secured Loans – Second Lien			462,181			260,192		12%			752,528			564,813		16%
Senior Secured Bonds			267,472			263,929		12%			529,773			524,221		15%
Unsecured Debt			281,818			186,942		8%			398,233			323,220		9%
Preferred Equity			681,610			537,237		24%			711,883			721,842		21%
Sustainable Infrastructure Investments, LLC			60,603			60,906		3%			—			—		—
Equity/Other			367,660			265,177		12%			480,760			213,970		6%
Total		$	2,836,573		$	2,200,724		100%		$	4,125,706		$	3,482,637		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, 2020 and December 31, 2019:

	September 30, 2020	December 31, 2019
Number of Portfolio Companies	56	77
% Variable Rate (based on fair value)	37.7%	47.4%
% Fixed Rate (based on fair value)	23.0%	25.7%
% Income Producing Preferred Equity and Equity/Other Investments (based on fair value)	27.0%	20.3%
% Non-Income Producing Preferred Equity and Equity/Other Investments (based on fair value)	12.3%	6.6%
Weighted Average Annual EBITDA of Portfolio Companies	$297,248	$248,795
Weighted Average Purchase Price of Debt Investments (as a % of par value)	98.3%	96.1%
% of Investments on Non-Accrual (based on fair value)	3.9%	2.1%
Gross Portfolio Yield Prior to Leverage (based on amortized cost)	7.1%	8.1%
Gross Portfolio Yield Prior to Leverage (based on amortized cost) – Excluding Non-Income Producing Assets	10.1%	10.1%

While our board of trustees declared two cash distributions, each in the amount of $0.03 per share, which were paid on July 10, 2020 and October 12, 2020, it has not declared or resumed regular cash distributions to shareholders for any period after March 31, 2020, and FS/EIG Advisor and our board of trustees expect that future regular cash distributions to shareholders will be suspended until such time that our board of trustees and FS/EIG Advisor believe that market conditions and our financial condition support the resumption of such distributions. Our board of trustees has and will continue to evaluate our ability to pay any distributions through the balance of the fiscal year. There can be no assurance that we will be able to pay distributions in the future and any annualized distribution rate provided in this report may not be representative of the actual distribution rate for any period. Based on our regular monthly cash distribution rate of $0.020833 per share as of March 31, 2020, and the price at which we issued shares pursuant to our distribution reinvestment plan of $3.65 per share, the annualized distribution rate to shareholders as of March 31, 2020 was 6.85%. Based on our regular monthly cash distribution rate of $0.041667 per share as of December 31, 2019, and the price at which we issued shares pursuant to our distribution reinvestment plan of $5.50 per share, the annualized distribution rate to shareholders as of December 31, 2019 was 9.09%. For the nine months ended September 30, 2020 and year ended December 31, 2019, our total return was (38.78)% and (1.83)%, respectively, and our total return without assuming reinvestment of distributions was (37.02)% and (1.33)%, respectively.

Our estimated gross portfolio yield and annualized distribution rate to shareholders do not represent actual investment returns to shareholders. Our gross annual portfolio yield and distribution rate to shareholders are subject to change and in the future may be greater or less than the rates set forth above. See the sections entitled “Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2019 and in our other periodic reports filed with the SEC for a discussion of the uncertainties, risks and assumptions associated with these statements.

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Direct Originations

The following tables present certain selected information regarding our direct originations for the three and nine months ended September 30, 2020:

New Direct Originations(1)	For the Three Months Ended September 30, 2020			For the Nine Months Ended September 30, 2020
Total Commitments (including unfunded commitments)		$	149,301		$	470,747
Exited Investments (including partial paydowns)			(155,255)			(440,845)
Net Direct Originations		$	(5,954)		$	29,902

	For the Three Months Ended September 30, 2020					For the Nine Months Ended September 30, 2020
New Direct Originations by Asset Class (including Unfunded Commitments)(1)	Commitment Amount			Percentage		Commitment Amount			Percentage
Senior Secured Loans – First Lien		$	—		—		$	83,007		17%
Senior Secured Loans – Second Lien			—		—			—		—
Senior Secured Bonds			—		—			54,832		12%
Unsecured Debt			—		—			112,848		24%
Preferred Equity			—		—			10,156		2%
Sustainable Infrastructure Investments, LLC			—		—			60,603		13%
Equity/Other			149,301		100%			149,301		32%
Total		$	149,301		100%		$	470,747		100%

	For the Three Months Ended September 30, 2020	For the Nine Months Ended September 30, 2020
Average New Direct Origination Commitment Amount(1)	$37,325	$58,843
Weighted Average Maturity for New Direct Originations(1)	N/A	6/14/23
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of Direct Originations Funded during Period(1)	N/A	8.8%
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of Direct Originations Funded during Period – Excluding Non-Income Producing Assets(1)	N/A	12.7%
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of Direct Originations Exited during Period(1)	7.4%	8.9%

(1)

The majority of investment activity in the portfolio for the three months ended September 30, 2020 resulted from restructuring activity.

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The following table presents certain selected information regarding our direct originations as of September 30, 2020 and December 31, 2019:

Characteristics of All Direct Originations held in Portfolio	September 30, 2020	December 31, 2019
Number of Portfolio Companies	46	49
Weighted Average Annual EBITDA of Portfolio Companies	$306,076	$267,575
Weighted Average Leverage Through Tranche of Portfolio Companies – Excluding Equity/Other Securities	4.0x	4.7x
% of Investments on Non-Accrual (based on fair value)	4.1%	2.8%
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of Funded Direct Originations	7.3%	8.0%
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of Funded Direct Originations – Excluding Non-Income Producing Assets	10.5%	10.4%

Portfolio Composition by Strategy

The table below summarizes the composition of our investment portfolio by strategy and enumerates the percentage, by fair value, of the total portfolio assets in such strategies as of September 30, 2020 and December 31, 2019:

	September 30, 2020			December 31, 2019
Portfolio Composition by Strategy	Fair Value			Percentage of Portfolio		Fair Value			Percentage of Portfolio
Direct Originations		$	1,945,073		88%		$	2,617,063		75%
Broadly Syndicated/Other			255,651		12%			865,574		25%
Total		$	2,200,724		100%		$	3,482,637		100%

See Note 7 to our unaudited consolidated financial statements included herein for additional information regarding our investment portfolio.

Portfolio Asset Quality

In addition to various risk management and monitoring tools, FS/EIG Advisor uses an investment rating system to characterize and monitor the expected level of returns on each investment in our portfolio. FS/EIG Advisor uses an investment rating scale of 1 to 5. The following is a description of the conditions associated with each investment rating:

	Investment Rating			Summary Description
	1			Investment exceeding expectations and/or capital gain expected.
	2			Performing investment generally executing in accordance with the portfolio company’s business plan – full return of principal and interest expected.
	3			Performing investment requiring closer monitoring.
	4			Underperforming investment – some loss of interest or dividend possible, but still expecting a positive return on investment.
	5			Underperforming investment with expected loss of interest and some principal.

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The following table shows the distribution of our investments on the 1 to 5 investment rating scale at fair value as of September 30, 2020 and December 31, 2019:

	September 30, 2020					December 31, 2019
Investment Rating	Fair Value			Percentage of Portfolio		Fair Value			Percentage of Portfolio
1		$	—		—		$	—		—
2			910,652		41%			2,115,875		61%
3			1,097,874		50%			805,934		23%
4			90,355		4%			206,535		6%
5			101,843		5%			354,293		10%
Total		$	2,200,724		100%		$	3,482,637		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, 2020 and 2019

Revenues

Our investment income for the three and nine months ended September 30, 2020 and 2019 was as follows:

	Three Months Ended September 30,										Nine Months Ended September 30,
	2020					2019					2020					2019
	Amount			Percentage of Total Income		Amount			Percentage of Total Income		Amount			Percentage of Total Income		Amount			Percentage of Total Income
Interest income		$	35,715		77%		$	88,673		92%		$	147,461		86%		$	256,385		95%
Paid-in-kind interest income			10,052		22%			3,144		3%			22,536		13%			8,223		3%
Fee income			352		1%			4,657		5%			862		1%			6,383		2%
Dividend income			—		—			—		—			66		0%			—		—
Total investment income(1)		$	46,119		100%		$	96,474		100%		$	170,925		100%		$	270,991		100%

(1)

Such revenues represent $30,440 and $85,513 of cash income earned as well as $15,679 and $10,961 in non-cash portions relating to accretion of discount and PIK interest for the three months ended September 30, 2020 and 2019, respectively. Such revenues represent $123,998 and $244,781 of cash income earned as well as $46,927 and $26,210 in non-cash portions relating to accretion of discount and PIK interest for the nine months ended September 30, 2020 and 2019, respectively. 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. We may experience volatility in the amount of interest income that we earn as the accrual status of existing portfolio investments may fluctuate due to ongoing restructuring activity in the portfolio. The decrease in the amount of interest income for the three and nine months ended September 30, 2020 compared to the three and nine months ended September 30, 2019 was primarily due to a combination of factors including an overall decrease in the size

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of the investment portfolio, certain investments being placed on non-accrual and an increase in the portfolio’s allocation to non-income producing assets as a result of restructurings. The increase in the amount of PIK income for the three and nine months ended September 30, 2020 compared to the three and nine months ended September 30, 2019 was primarily due to the increase in the size of our directly originated investments and structured preferred equity investments.

Fee income is transaction based, and typically consists of prepayment fees and structuring fees. As such, future fee income is generally dependent on new direct origination investments and the occurrence of events at existing portfolio companies resulting in such fees. The decrease in the amount of fee income for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019 was primarily due to the decrease of origination and prepayment activity during the period.

Expenses

Our operating expenses for the three and nine months ended September 30, 2020 and 2019 were as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Management fees		$	10,626		$	17,533		$	38,619		$	51,471
Administrative services expenses			2,628			1,330			4,937			3,375
Share transfer agent fees			738			658			1,953			2,151
Accounting and administrative fees			172			354			611			907
Interest expense			19,834			23,050			60,152			65,836
Trustees’ fees			190			192			597			570
Expenses associated with our independent audit and related fees			114			225			338			329
Legal fees			661			226			1,581			365
Printing fees			164			548			522			842
Other			297			164			1,974			1,424
Total operating expenses			35,424			44,280			111,284			127,270
Less: Management fee offset			(2)			(3,158)			(452)			(4,519)
Net operating expenses		$	35,422		$	41,122		$	110,832		$	122,751

The following table reflects selected expense ratios as a percent of average net assets for the three and nine months ended September 30, 2020 and 2019:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Ratio of operating expenses to average net assets		2.42%		1.69%		6.21%		4.80%
Ratio of management fee offset to average net assets		—		(0.12)%		(0.03)%		(0.17)%
Ratio of net operating expenses to average net assets		2.42%		1.57%		6.18%		4.63%
Ratio of interest expense to average net assets		(1.35)%		(0.88)%		(3.36)%		(2.49)%
Ratio of net operating expenses, excluding interest expense, to average net assets		1.07%		0.69%		2.82%		2.14%

Interest expense may increase or decrease our expense ratios relative to comparative periods depending on changes in benchmark interest rates such as LIBOR, utilization rates and the terms of our financing arrangements, among other factors.

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Management Fee Offset

Structuring or other upfront fees received by FS/EIG Advisor which were offset against management fees due to FS/EIG Advisor from us were $2 and $3,158 for the three months ended September 30, 2020 and 2019, respectively, and $452 and $4,519 for the nine months ended September 30, 2020 and 2019, respectively. See Note 4 to our unaudited consolidated financial statements contained in this quarterly report on Form 10-Q for a discussion of the management fee offset for the three and nine months ended September 30, 2020 and 2019.

Net Investment Income

Our net investment income totaled $10,697 ($0.02 per share) and $55,352 ($0.13 per share) for the three months ended September 30, 2020 and 2019, respectively, and $60,093 ($0.14 per share) and $148,240 ($0.34 per share) for the nine months ended September 30, 2020 and 2019, respectively.

Net Realized Gains or Losses

Our net realized gains (losses) on investments, swap contracts and debt extinguishment for the three and nine months ended September 30, 2020 and 2019, were as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Net realized gain (loss) on investments(1)		$	(485,788)		$	(12,318)		$	(958,164)		$	(16,217)
Net realized gain (loss) on swap contracts			—			1,613			20,250			4,070
Net realized gain (loss) on debt extinguishment			—			—			2,591			—
Total net realized gain (loss)		$	(485,788)		$	(10,705)		$	(935,323)		$	(12,147)

(1)

We sold investments and received principal repayments of $221,802 and $6,122, respectively, during the three months ended September 30, 2020 and $201,935 and $14,112, respectively, during the three months ended September 30, 2019. We sold investments and received principal repayments of $899,670 and $75,067, respectively, during the nine months ended September 30, 2020 and $763,061 and $111,805, respectively, during the nine months ended September 30, 2019.

Net Change in Unrealized Appreciation (Depreciation) on Investments and Swap Contracts and Unrealized Gain (Loss) on Foreign Currency

Our net change in unrealized appreciation (depreciation) on investments, swap contracts and foreign currency for the three and nine months ended September 30, 2020 and 2019 were as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Net change in unrealized appreciation (depreciation) on investments		$	468,628		$	(142,216)		$	7,220		$	(79,744)
Net change in unrealized appreciation (depreciation) on swap contracts			—			3,800			(6,551)			(6,919)
Net change in unrealized appreciation (depreciation) on foreign currency			6			—			(9)			—
Total net change in unrealized appreciation (depreciation)		$	468,634		$	(138,416)		$	660		$	(86,663)

During the three months ended September 30, 2020, the net change in unrealized appreciation (depreciation) on our investments was primarily driven by the conversion of unrealized depreciation to realized losses. During the three months ended September 30, 2019, the net change in unrealized appreciation (depreciation) on our investments was primarily driven by the performance of certain of our upstream and

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equity/other investments. The change in unrealized appreciation (depreciation) on our investments during the nine months ended September 30, 2019 was primarily driven by the performance of certain of our upstream and equity/other investments.

Net Increase (Decrease) in Net Assets Resulting from Operations

For the three months ended September 30, 2020 and 2019, the net increase (decrease) in net assets resulting from operations was $(6,457) ($(0.01) per share) and $(93,769) ($(0.21) per share), respectively. For the nine months ended September 30, 2020 and 2019, the net increase (decrease) in net assets resulting from operations was $(874,570) ($(2.00) per share) and $49,430 ($0.11 per share), respectively.

This “Results of Operations” section should be read in conjunction with “COVID-19 and Energy Market Developments” above.

Financial Condition, Liquidity and Capital Resources

Overview

As of September 30, 2020, we had $159,570 in cash, which we or our wholly-owned financing subsidiaries held in custodial accounts. As of September 30, 2020, we also had broadly syndicated investments that could be sold to create additional liquidity. As of September 30, 2020, we had five senior secured loan investments with aggregate unfunded commitments of $20,775 and unfunded commitments of $2,234 of Sustainable Infrastructure Investments, LLC. This paragraph should be read in conjunction with “Financing Arrangements” below for information regarding amendments to our financing arrangements following September 30, 2020.

We maintain sufficient cash on hand and/or liquid securities to fund such unfunded commitments should the need arise.

We generate cash primarily from the issuance of shares under our distribution reinvestment plan and from cash flows from fees, interest and dividends earned from our investments as well as 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 FS/EIG Advisor, but unless and until we elect otherwise, as permitted by the 1940 Act, 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 net proceeds from the issuance of shares under our distribution reinvestment plan as well as from sales and paydowns of existing 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.

This “Financial Condition, Liquidity and Capital Resources” section should be read in conjunction with “COVID-19 and Energy Market Developments” above and “— Financing Arrangements” below.

Financing Arrangements

The following table presents a summary of information with respect to our outstanding financing arrangements as of September 30, 2020:

Arrangement(1)	Type of Arrangement		Rate(2)	Amount Outstanding			Amount Available			Maturity Date
JPMorgan Facility	Revolving/Term		L+3.00%		$	416,667		$	—	February 16, 2023
Senior Secured Notes(3)		Bond	7.50%			489,000			—	August 15, 2023
Total					$	905,667		$	—

(1)

The carrying amount outstanding under the facility approximates its fair value, unless otherwise noted.

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(2)

LIBOR is subject to a 0.00% floor.

(3)

As of September 30, 2020, the fair value of the Senior Secured Notes was approximately $445,440.

For additional information regarding our financing arrangements, see Note 9 to our unaudited consolidated financial statements included herein.

RIC Tax Treatment and Distributions

We have elected to be treated for U.S. federal income tax purposes, and intend to qualify annually, as a RIC under Subchapter M of the Code. As a RIC, we generally do not have to pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that we distribute as dividends to our shareholders. To maintain our qualification as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. In addition, in order to maintain RIC tax treatment, we must distribute to our shareholders, for each tax year, dividends generally of an amount at least equal to 90% of our “investment company taxable income,” which is generally the sum of our net ordinary income plus the excess, if any, of realized net short-term capital gains over realized net long-term capital losses, determined without regard to any deduction for dividends paid. In addition, we may, in certain cases, satisfy the Annual Distribution Requirement by distributing dividends relating to a tax year after the close of such tax year under the “spillover dividend” provisions of Subchapter M of the Code. If we distribute a spillover dividend, such dividend will be included in a shareholder’s gross income for the tax year in which the spillover distribution is paid. We intend to make sufficient distributions to our shareholders to maintain our RIC tax treatment each tax year. We will also be subject to nondeductible U.S. federal excise taxes on certain undistributed income unless we distribute in a timely manner to our shareholders of an amount at least equal to the sum of (1) 98% of our net ordinary taxable 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 over capital losses (adjusted for certain ordinary losses), for the one-year period ending October 31 of that calendar year and (3) any 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 our shareholders 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 U.S. shareholders, on December 31 of the calendar year in which the distribution was declared.

Prior to the closing of our continuous public offering in November 2016, we declared regular cash distributions on a weekly basis, and paid such distributions on a monthly basis. Effective November 30, 2016, and subject to applicable legal restrictions and the sole discretion of our board of trustees, we intend to declare regular cash distributions on a quarterly basis and pay such distributions on a monthly basis. We will calculate each shareholder’s specific distribution amount for the period using record and declaration dates and each shareholder’s distributions will begin to accrue on the date that common shares are issued to such shareholder. From time to time, we may also pay special interim distributions in the form of cash or common shares at the discretion of our board of trustees. The timing and amount of any future distributions to shareholders are subject to applicable legal restrictions and the sole discretion of our board of trustees.

During certain periods, our distributions may exceed our earnings. As a result, it is possible that a portion of the distributions we make will represent a return of capital. A return of capital generally is a return of an investor’s investment rather than a return of earnings or gains derived from our investment activities and will be made after deducting the fees and expenses payable in connection with our continuous public offering, including any fees payable to FS/EIG Advisor. Moreover, a return of capital will generally not be taxable, but will reduce each shareholder’s cost basis in our common shares, and will result in a higher reported capital gain or lower reported capital loss when the common shares on which such return of capital was received are sold. Each year a statement on Form 1099-DIV identifying the sources of the distributions will be mailed to our shareholders.

Any distributions we make will be in the form of cash, out of assets legally available for distribution, unless shareholders elect to receive their cash distributions in additional common shares under our distribution reinvestment plan. Any distributions reinvested under the plan will nevertheless remain taxable to a U.S. shareholder.

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While our board of trustees declared two cash distributions, each in the amount of $0.03 per share, which were paid on July 10, 2020 and October 12, 2020, they have not declared or resumed regular cash distributions to shareholders for any period after March 31, 2020, and FS/EIG Advisor and our board of trustees expect that future regular cash distributions to shareholders will be suspended until such time that our board of trustees and FS/EIG Advisor believe that market conditions and our financial condition support the resumption of such distributions. Our board of trustees has and will continue to evaluate our ability to pay any distributions through the balance of the fiscal year. There can be no assurance that we will be able to pay distributions in the future. The timing and amount of any future distributions to shareholders are subject to applicable legal restrictions and the sole discretion of our board of trustees.

The following table reflects the cash distributions per share that we have declared on our common shares during the nine months ended September 30, 2020 and 2019:

	Distribution
For the Three Months Ended	Per Share			Amount
Fiscal 2019
March 31, 2019		$	0.12500		$	54,616
June 30, 2019			0.12500			54,574
September 30, 2019			0.12500			54,542
Total		$	0.37500		$	163,732
Fiscal 2020
March 31, 2020		$	0.08333		$	36,207
June 30, 2020			0.03000			13,098
September 30, 2020			0.03000			13,163
Total		$	0.14333		$	62,468

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, the components of accumulated earnings on a tax basis and deferred taxes.

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. Management has utilized available information, including our past history, industry standards and the current economic environment, among other factors, in forming the 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. Understanding our accounting policies and the extent to which we use management judgment and estimates in applying these policies is integral to understanding our financial statements. We describe our most significant accounting policies in Note 2 to our unaudited consolidated financial statements included herein. 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. We evaluate our critical accounting estimates and judgments required by our policies on an ongoing basis and update them as necessary based on changing conditions. We have identified one of our accounting policies, valuation of portfolio investments, as critical because it involves significant judgments and assumptions about highly complex and inherently uncertain matters, and the use of reasonably different estimates and assumptions could have a material impact on our reported results of operations or financial condition. 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.

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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 trustees. In connection with that determination, FS/EIG Advisor provides our board of trustees 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, or the FASB, 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 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 FS/EIG Advisor reviewing and documenting preliminary valuations of each portfolio company or investment;

•

such preliminary valuations for each portfolio company or investment are compared to a valuation range that is obtained from an independent third-party valuation service;

•

FS/EIG Advisor then provides the valuation committee of our board of trustees, or the valuation committee, its valuation recommendation for each portfolio company or investment, along with supporting materials;

•

preliminary valuations are then discussed with the valuation committee;

•

the valuation committee reviews the preliminary valuations and FS/EIG Advisor, together with our independent third-party valuation services, if applicable, supplements the preliminary valuations to reflect any comments provided by the valuation committee;

•

following its review, the valuation committee will recommend that our board of trustees approve our fair valuations; and

•

our board of trustees 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 FS/EIG 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 trustees may use any approved independent third-party pricing or valuation services. However, our board of trustees 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 FS/EIG Advisor or any approved independent third-party valuation or pricing service that our board of trustees deems to be reliable in determining fair value under the circumstances. Below is a description of factors that FS/EIG Advisor, any approved independent third-party valuation services and our board of trustees 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

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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 portfolio company 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 trustees, 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.

FS/EIG Advisor, any approved independent third-party valuation services and our board of trustees 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. FS/EIG Advisor, any approved independent third-party valuation services and our board of trustees 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 trustees, in consultation with FS/EIG 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 trustees subsequently values these warrants or other equity securities received at their fair value.

Swap contracts typically will be valued at their daily prices obtained from an independent third party. The aggregate settlement values and notional amounts of the swap contracts will not be recorded in the statements of assets and liabilities. Fluctuations in the value of the swap contracts will be recorded in the statements of assets and liabilities as gross assets and gross liabilities and in the statements of operations as unrealized appreciation (depreciation) until closed, when they will be recorded as net realized gain (loss).

The fair values of our investments are determined in good faith by our board of trustees. Our board of trustees is solely 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 trustees has delegated day-to-day responsibility for implementing our valuation policy to FS/EIG Advisor, and has authorized FS/EIG Advisor to utilize independent third-party valuation and pricing services that have been approved by our board of trustees. The valuation committee is responsible for overseeing FS/EIG 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.

Contractual Obligations

We have entered into an agreement with FS/EIG Advisor to provide us with investment advisory and administrative services. Payments for investment advisory services under the FS/EIG investment advisory agreement are equal to 1.75% of the average weekly value of our gross assets and an incentive fee based on our performance. Base management fees are generally paid on a quarterly basis in arrears. See Note 4 to our unaudited consolidated financial statements included herein for a discussion of this agreement, the

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amount of fees and expenses accrued under these agreements during the nine months ended September 30, 2020 and 2019 and for FS/EIG Advisor’s election to defer payment of a portion of the base management fee to which it is entitled.

A summary of our significant contractual payment obligations for the repayment of outstanding indebtedness at September 30, 2020 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
JPMorgan Facility(2)	February 16, 2023		$	416,667		—		$	416,667		—		—
Senior Secured Notes(2)	August 15, 2023		$	489,000		—		$	489,000		—		—

(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, 2020, no amounts remained unused under the financing arrangements.

Off-Balance Sheet Arrangements

We currently have no off-balance sheet arrangements, including any risk management of commodity pricing or other hedging practices.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are subject to financial market risks, including changes in interest rates. As of September 30, 2020, 37.7% of our portfolio investments (based on fair value) paid variable interest rates, 23.0% paid fixed interest rates, 27.0% were income producing preferred equity and equity/other investments and the remainder (12.3%) consisted of non-income producing preferred equity and equity/other investments. A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to the 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 FS/EIG Advisor with respect to our increased pre-incentive fee net investment income. Earlier this year, the U.S. Federal Reserve and other central banks have reduced certain interest rates in response to the COVID-19 pandemic and market conditions. A prolonged reduction in interest rates may reduce our net investment income.

Pursuant to the terms of each credit facility and financing arrangement, all credit facilities and financing arrangements, with the exception of the Senior Secured Notes, borrow at a floating rate based on a benchmark interest rate. Under the indenture governing the Senior Secured Notes, we pay interest to the holders of such notes at a fixed rate. To the extent that any present or future credit facilities 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 borrowing arrangements in effect as of September 30, 2020 (dollar amounts are presented in thousands):

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Basis Point Change in Interest Rates	Increase (Decrease) in Interest Income			Increase (Decrease) in Interest Expense			Increase (Decrease) in Net Interest Income			Percentage Change in Net Interest Income
Down 23 basis points		$	(448)		$	(701)		$	253		0.2%
No change			—			—			—		—
Up 100 basis points		$	2,994		$	3,503		$	(509)		(0.3)%
Up 300 basis points		$	18,326		$	10,508		$	7,818		5.3%
Up 500 basis points		$	34,946		$	17,514		$	17,432		11.7%

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. During the nine months ended September 30, 2020 and 2019, we did not engage in interest rate hedging activities.

In addition, we may have risks regarding portfolio valuation and the potential inability of counterparties to meet the terms of their contracts. 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.

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, 2020. 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.

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) that occurred during the three month period ended September 30, 2020 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 and, to our knowledge, no material legal proceedings are 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 any such proceedings will have a material effect upon our financial condition or results of operations.

Item 1A.

Risk Factors.

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors that appeared under Item 1A. “Risk Factors” in our most recent Annual Report on Form 10-K. There are no material changes from the risk factors included within our most recent Annual Report on Form 10-K, as supplemented by our quarterly report on Form 10-Q for the quarter ended March 31, 2020 other than the risks described below.

The requirement that we invest a sufficient portion of our assets in qualifying assets could preclude us from investing in accordance with our current business strategy; conversely, the failure to invest a sufficient portion of our assets in qualifying assets could result in our failure to maintain our status as a BDC.

As a BDC, we may not acquire any assets other than “qualifying assets” unless, at the time of such acquisition, at least 70% of our total assets are qualifying assets. As of September 30, 2020, 68.0% of our total assets constituted qualifying assets. Until 70% of our total assets constitute qualifying assets, we may not purchase assets other than qualifying assets. Therefore, for a period of time, we will be precluded from investing in what we believe are attractive investments if such investments are not qualifying assets.

Similarly, these rules may prevent us from making additional investments in existing portfolio companies, which could result in the dilution of our position, or could require us to dispose of investments at an inopportune time to comply with the 1940 Act. If we were forced to sell non-qualifying investments in the portfolio for compliance purposes, the proceeds from such sale could be significantly less than the current value of such investments. Conversely, if we fail to invest a sufficient portion of our assets in qualifying assets, we could lose our status as a BDC, which would have a material adverse effect on our business, financial condition and results of operations.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Not applicable. See Note 3 to our unaudited consolidated financial statements contained in this quarterly report on Form 10-Q for a more detailed discussion of the terms of our share repurchase program and de minimis account liquidation.

Item 3.

Defaults upon Senior Securities.

Not applicable.

Item 4.

Mine Safety Disclosures.

Not applicable.

Item 5.

Other Information.

Not applicable.

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Item 6.

Exhibits.

	3.1			Third Amended and Restated Declaration of Trust of FS Energy and Power Fund. (Incorporated by reference to Exhibit 3.1 to FS Energy and Power Fund’s Quarterly Report on Form 10-Q filed on August 10, 2017.)
	3.2			Amendment No. 1 to the Third Amended and Restated Declaration of Trust of FS Energy and Power Fund. (Incorporated by reference to Exhibit 3.2 to FS Energy and Power Fund’s Quarterly Report on Form 10-Q filed on August 10, 2017.)
	3.3			Second Amended and Restated Bylaws of FS Energy and Power Fund. (Incorporated by reference to Exhibit 3.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on June 1, 2017.)
	4.1			Second Amended and Restated Distribution Reinvestment Plan of FS Energy and Power Fund. (Incorporated by reference to Exhibit 4.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on October 17, 2016.)
	10.1			Investment Advisory and Administrative Services Agreement, dated as of April 9, 2018, by and between FS Energy and Power Fund and FS/EIG Advisor, LLC. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on April 9, 2018.)
	10.2			Investment Advisory and Administrative Services Agreement, dated as of April 28, 2011, by and between FS Energy and Power Fund and FS Investment Advisor, LLC. (Incorporated by reference to Exhibit (g)(1) filed with Amendment No. 3 to FS Energy and Power Fund’s registration statement on Form N-2 (File No. 333-169679) filed on May 6, 2011.)
	10.3			Amendment No. 1 dated as of August 10, 2012, to Investment Advisory and Administrative Services Agreement, dated as of April 28, 2011, by and between FS Energy and Power Fund and FS Investment Advisor, LLC. (Incorporated by reference to Exhibit 10.2 to FS Energy and Power Fund’s Quarterly Report on Form 10-Q filed on August 14, 2012.)
	10.4			Investment Sub-advisory Agreement, dated as of April 28, 2011, by and between FS Investment Advisor, LLC and GSO Capital Partners LP. (Incorporated by reference to Exhibit (g)(2) filed with Amendment No. 3 to FS Energy and Power Fund’s registration statement on Form N-2 (File No. 333-169679) filed on May 6, 2011.)
	10.5			Custodian Agreement, dated as of November 14, 2011, by and between State Street Bank and Trust Company and FS Energy and Power Fund. (Incorporated by reference to Exhibit 10.6 to FS Energy and Power Fund’s Quarterly Report on Form 10-Q filed on November 14, 2011.)
	10.6			Escrow Agreement, dated as of March 29, 2011, by and between FS Energy and Power Fund and UMB Bank, N.A. (Incorporated by reference to Exhibit (k) filed with Amendment No. 3 to FS Energy and Power Fund’s registration statement on Form N-2 (File No. 333-169679) filed on May 6, 2011.)
	10.7			Amended and Restated Expense Support and Conditional Reimbursement Agreement, dated May 16, 2013, by and between FS Energy and Power Fund and Franklin Square Holdings, L.P. (Incorporated by reference to Exhibit 99.1 to FS Energy and Power Fund’s Current report on Form 8-K filed on May 17, 2013.)
	10.8			Expense Support and Conditional Reimbursement Agreement, dated as of April 9, 2018, by and between FS Energy and Power Fund and FS/EIG Advisor, LLC. (Incorporated by reference to Exhibit 10.24 to FS Energy and Power Fund’s Form 10-Q filed on May 14, 2018.)
	10.9			Indenture, dated August 16, 2018, by and between FS Energy and Power Fund, U.S. Bank National Association, as trustee, and the guarantors named therein. (Incorporated by reference to Exhibit 4.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on August 22, 2018.)

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	10.10			Senior Secured Credit Agreement, dated August 16, 2018, by and among FS Energy and Power Fund, the Lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent and the other parties signatory thereto. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on August 22, 2018.)
	10.11			Amendment No. 1 and Waiver, dated as of April 9, 2020, among FS Energy and Power Fund, each of the subsidiary guarantors party thereto, each of the lenders and conduit support providers party thereto, and JPMorgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on April 9, 2020.)
	10.12			Amendment No. 2, dated as of July 6, 2020, among FS Energy and Power Fund, each of the subsidiary guarantors party thereto, each of the lenders and conduit support providers party thereto, and JPMorgan Chase Bank, N.A. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on July 21, 2020.)
	10.13			Guarantee and Security Agreement, dated August 16, 2018, made by FS Energy and Power Fund and certain of FS Energy and Power Fund’s subsidiaries in favor of JPMorgan Chase Bank, N.A. as collateral agent. (Incorporated by reference to Exhibit 10.2 to FS Energy and Power Fund’s Current Report on Form 8-K filed on August 22, 2018.)
	10.14			Collateral Agency and Intercreditor Agreement, dated August 16, 2018, by and among FS Energy and Power Fund, FS Energy and Power Fund’s subsidiaries parties thereto, JPMorgan Chase Bank, N.A., as the initial credit facility representative, U.S. Bank National Association as the initial secured notes representative and JPMorgan Chase Bank, N.A., as collateral agent. (Incorporated by reference to Exhibit 10.3 to FS Energy and Power Fund’s Current Report on Form 8-K filed on August 22, 2018.)
	10.15			Amended and Restated Credit Agreement, dated as of December 2, 2019, among Gladwyne Funding LLC, Goldman Sachs Bank USA, as lender, sole lead arranger and administrative agent, Citibank, N.A., as collateral agent, and Virtus Group, LP, as collateral administrator. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on December 6, 2019.)
	10.16			Amendment No. 1 to Amended and Restated Credit Agreement, dated as of March 11, 2020, among Gladwyne Funding LLC, as borrower, Goldman Sachs Bank USA, as sole lead arranger, sole lender, and administrative agent, FS Energy and Power Fund, as equity holder and investment manager, and Wells Fargo Bank, National Association as collateral agent and collateral administrator. ( Incorporated by reference to Exhibit 10.74 to FS Energy and Power Fund’s Quarterly Report on Form 10-Q filed on May 13, 2020.)
	10.17			Letter Agreement, dated as of April 1, 2020, among Gladwyne Funding LLC, FS Energy and Power Fund, Goldman Sachs Bank, USA, and Wells Fargo Bank, National Association. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on April 7, 2020.)
	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 report to be signed on its behalf by the undersigned thereunto duly authorized on November 10, 2020.

				FS Energy and Power Fund
				By:			/s/ Michael C. Forman Michael C. Forman Chief Executive Officer (Principal Executive Officer)
				By:			/s/ Edward T. Gallivan, Jr. Edward T. Gallivan, Jr. Chief Financial Officer (Principal Financial and Accounting Officer)

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FS Specialty Lending Fund (FSEN) 10-Q2020 Q3 Quarterly report

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