FS Specialty Lending Fund 10Q 2021 Q1 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 MARCH 31, 2021

☐

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 443,125,509 common shares of beneficial interest outstanding as of May 10, 2021.

TABLE OF CONTENTS

	Page
PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS		1
Consolidated Balance Sheets as of March 31, 2021 (Unaudited) and December 31, 2020		1
Unaudited Consolidated Statements of Operations for the three months ended March 31, 2021 and 2020		2
Unaudited Consolidated Statements of Changes in Net Assets for the three months ended March 31, 2021 and 2020		3
Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020		4
Consolidated Schedules of Investments as of March 31, 2021 (Unaudited) and December 31, 2020		16
Notes to Unaudited Consolidated Financial Statements		17
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		42
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		60
ITEM 4. CONTROLS AND PROCEDURES		61
PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS		62
ITEM 1A. RISK FACTORS		62
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		62
ITEM 3. DEFAULTS UPON SENIOR SECURITIES		62
ITEM 4. MINE SAFETY DISCLOSURES		62
ITEM 5. OTHER INFORMATION		62
ITEM 6. EXHIBITS		63
SIGNATURES		65

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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)

	March 31, 2021 (Unaudited)			December 31, 2020
Assets
Investments, at fair value
Non-controlled/unaffiliated investments (amortized cost—$1,836,572 and $2,053,838, respectively)		$	1,757,430		$	1,825,470
Non-controlled/affiliated investments (amortized cost—$475,411 and $406,430, respectively)			301,819			239,279
Controlled/affiliated investments (amortized cost—$166,248 and $115,137, respectively)			156,616			116,727
Total investments, at fair value (amortized cost—$2,478,231 and $2,575,405, respectively)			2,215,865			2,181,476
Cash			78,273			142,536
Receivable for investments sold and repaid			—			7,691
Interest receivable			17,178			26,705
Prepaid expenses and other assets			154			234
Total assets		$	2,311,470		$	2,358,642
Liabilities
Payable for investments purchased		$	10,474		$	—
Credit facilities payable (net of deferred financing costs of $3,727 and $5,816, respectively)(1)			227,940			410,851
Secured note payable (net of deferred financing costs of $4,906 and $5,284, respectively)(1)			479,388			478,521
Shareholder distributions payable			13,249			13,188
Management fees payable			10,648			10,156
Administrative services expense payable			1,566			949
Interest payable			5,312			14,236
Trustees’ fees payable			207			192
Other accrued expenses and liabilities			2,231			1,972
Total liabilities			751,015			930,065
Commitments and contingencies(2)
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, 441,638,829 and 440,020,123 shares issued and outstanding, respectively			442			440
Capital in excess of par value			3,157,824			3,152,485
Accumulated earnings (deficit)			(1,597,811)			(1,724,348)
Total shareholders’ equity			1,560,455			1,428,577
Total liabilities and shareholders’ equity		$	2,311,470		$	2,358,642
Net asset value per common share at period end		$	3.53		$	3.25

(1)

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

(2)

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 March 31,
	2021			2020
Investment income
From non-controlled/unaffiliated investments:
Interest income		$	26,059		$	59,285
Paid-in-kind interest income			8,339			4,167
Fee income			516			275
Dividend income			—			66
From non-controlled/affiliated investments:
Interest income			1,086			11,956
Paid-in-kind interest income			72			3,032
From controlled/affiliated investments:
Interest income			2,020			—
Paid-in-kind interest income			69			—
Total investment income			38,161			78,781
Operating expenses
Management fees			10,650			15,849
Administrative services expenses			1,581			1,058
Share transfer agent fees			718			650
Accounting and administrative fees			186			251
Interest expense(1)			15,490			21,056
Trustees’ fees			207			199
Other general and administrative expenses			672			1,530
Total operating expenses			29,504			40,593
Less: Management fee offset(2)			(2)			(450)
Net expenses			29,502			40,143
Net investment income			8,659			38,638
Realized and unrealized gain/loss
Net realized gain (loss) on investments:
Non-controlled/unaffiliated			(440)			(57,503)
Net realized gain (loss) on swap contracts			—			20,250
Net change in unrealized appreciation (depreciation) on investments:
Non-controlled/unaffiliated			149,226			(566,095)
Non-controlled/affiliated			(6,441)			(184,910)
Controlled/affiliated			(11,222)			(7,683)
Net change in unrealized appreciation (depreciation) on swap contracts			—			(6,551)
Net change in unrealized gain (loss) on foreign currency			4			(26)
Total net realized and unrealized gain (loss)			131,127			(802,518)
Net increase (decrease) in net assets resulting from operations		$	139,786		$	(763,880)
Per share information—basic and diluted
Net increase (decrease) in net assets resulting from operations (Earnings per Share)		$	0.32		$	(1.75)
Weighted average shares outstanding			441,521,922			435,458,944

(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 March 31,
	2021			2020
Operations
Net investment income		$	8,659		$	38,638
Net realized gain (loss) on investments and swap contracts			(440)			(37,253)
Net change in unrealized appreciation (depreciation) on investments			131,563			(758,688)
Net change in unrealized appreciation (depreciation) on swap contracts			—			(6,551)
Net change in unrealized gain (loss) on foreign currency			4			(26)
Net increase (decrease) in net assets resulting from operations			139,786			(763,880)
Shareholder distributions(1)
Distributions to shareholders			(13,249)			(36,207)
Net decrease in net assets resulting from shareholder distributions			(13,249)			(36,207)
Capital share transactions(2)
Reinvestment of shareholder distributions			5,341			15,429
Repurchases of common shares			—			(26,823)
Net increase (decrease) in net assets resulting from capital share transactions			5,341			(11,394)
Total increase (decrease) in net assets			131,878			(811,481)
Net assets at beginning of period			1,428,577			2,379,605
Net assets at end of period		$	1,560,455		$	1,568,124

(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)

	Three Months Ended March 31,
	2021			2020
Cash flows from operating activities
Net increase (decrease) in net assets resulting from operations		$	139,786		$	(763,880)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases of investments			(145,199)			(208,432)
Paid-in-kind interest			(8,480)			(7,199)
Proceeds from sales and repayments of investments			253,939			352,174
Net realized (gain) loss on investments			440			57,503
Net change in unrealized (appreciation) depreciation on investments			(131,563)			758,688
Net change in unrealized (appreciation) depreciation on swap contracts			—			6,551
Accretion of discount			(3,526)			(11,118)
Amortization of deferred financing costs and discount			3,084			1,532
(Increase) decrease in receivable for investments sold and repaid			7,691			(76,731)
(Increase) decrease in interest receivable			9,527			(1,833)
(Increase) decrease in swap income receivable			—			395
(Increase) decrease in prepaid expenses and other assets			80			96
Increase (decrease) in payable for investments purchased			10,474			(27,592)
Increase (decrease) in management fees payable			492			1,377
Increase (decrease) in administrative services expense payable			617			151
Increase (decrease) in interest payable(1)			(8,924)			(6,146)
Increase (decrease) in trustees’ fees payable			15			7
Increase (decrease) in other accrued expenses and liabilities			259			(3,424)
Net cash provided by (used in) operating activities			128,712			72,119
Cash flows from financing activities
Repurchases of common shares			—			(26,823)
Shareholder distributions paid			(7,847)			(25,743)
Borrowings under credit facilities(1)			—			160,000
Repayments of credit facilities(1)			(185,000)			(55,000)
Deferred financing costs paid			(128)			(137)
Net cash provided by (used in) financing activities			(192,975)			52,297
Total increase (decrease) in cash			(64,263)			124,416
Cash at beginning of period			142,536			150,419
Cash at end of period		$	78,273		$	274,835
Supplemental disclosure
Reinvestment of shareholder distributions		$	5,341		$	15,429
Non-cash purchases of investments		$	(30,790)		$	—
Non-cash sales of investments		$	30,790		$	—

(1)

See Note 9 for a discussion of the Company’s financing arrangements. During the three months ended March 31, 2021 and 2020, the Company paid $21,330 and $25,670, 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 March 31, 2021
(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—39.2%
AIRRO (Mauritius) Holdings II	(k)(p)(s)	Power		L+350, 3.5% PIK, (3.5% Max PIK)		1.5%	7/24/25		$	21,206		$	18,554		$	16,663
AIRRO (Mauritius) Holdings II	(e)(k)(p)(s)	Power		L+350, 3.5% PIK, (3.5% Max PIK)		1.5%	7/24/25			14,898			14,898			11,706
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+1025		1.0%	11/6/21			1,670			1,669			1,649
Bioenergy Infrastructure Holdings Limited	(k)(s)	Power		L+725		1.0%	12/22/22			429			429			418
Birch Permian LLC	(s)	Upstream		L+800		1.5%	4/12/23			49,865			49,622			49,555
Brazos Delaware II LLC		Midstream		L+400			5/21/25			40,004			38,143			37,479
Cimarron Energy Inc.	(s)	Service & Equipment		L+900		1.0%	12/31/22			7,500			7,500			6,656
Cox Oil Offshore, LLC, Volumetric Production Payments	(i)(o)(s)(v)	Upstream		0%			12/31/23			100,000			33,275			30,463
EIF Van Hook Holdings, LLC		Midstream		L+525			9/5/24			32,716			32,136			21,347
FR BR Holdings LLC	(f)(s)	Midstream		L+650			12/14/23			83,373			80,265			83,095
FR XIII PAA Holdings HoldCo, LLC	(s)	Midstream		L+725		0.5%	10/15/26			29,688			29,129			29,589
Luxe Drillship Operating, LLC	(s)	Upstream		8.0%			10/30/24			15,966			15,173			14,986
MECO IV LLC	(s)	Upstream		L+925		1.5%	9/14/21			33,250			33,047			23,275
MRP CalPeak Holdings, LLC	(s)	Power		L+525		1.5%	1/27/25			14,290			14,290			14,144
MRP West Power Holdings II, LLC	(s)	Power		L+525		1.5%	1/27/25			14,401			14,401			14,253
Navitas Midstream Midland Basin LLC		Midstream		L+450		1.0%	12/13/24			29,574			28,830			29,639
Navitas Midstream Midland Basin LLC (Mirror Tranche)		Midstream		L+450		1.0%	12/13/24			39,300			38,020			39,386
NNE Holding LLC	(s)	Upstream		L+475, 4.5% PIK (4.5% Max PIK)			3/2/22			40,910			40,881			38,865
Permian Production Holdings, LLC	(f)(s)(w)	Upstream		7.0%, 2.0% PIK (2.0% Max PIK)			11/23/25			14,147			11,659			13,715
Plainfield Renewable Energy Holdings LLC	(f)(s)	Power		10.0% (10.0% Max PIK)			8/22/25			3,148			3,148			—
Plainfield Renewable Energy Holdings LLC, Letter of Credit	(e)(o)(s)	Power		10.0%			8/22/23			2,709			2,709			—
Plainfield Renewable Energy Holdings LLC	(f)(s)	Power		15.5% (9.5% Max PIK)			8/22/25			11,310			11,310			10,953
Swift Worldwide Resources US Holdings Corp.	(s)	Service & Equipment		L+1000, 1.0% PIK (1.0% Max PIK)		2.5%	7/20/21			61,366			61,366			61,366
Warren Resources, Inc.	(s)(x)	Upstream		L+900, 1.0% PIK (1.0% Max PIK)		1.0%	5/22/24			27,857			27,857			27,857
Total Senior Secured Loans—First Lien													661,318			630,066
Unfunded Loan Commitments													(17,607)			(17,607)
Net Senior Secured Loans—First Lien													643,711			612,459
Senior Secured Loans—Second Lien—11.0%
Aethon III BR LLC	(f)(s)	Upstream		L+750		1.5%	1/10/25			20,000			19,752			20,498
Chisholm Energy Holdings, LLC	(f)(s)	Upstream		L+625		1.5%	5/15/26			17,143			17,084			16,913
Encino Acquisition Partners Holdings LLC	(f)	Upstream		L+675		1.0%	10/29/25			41,828			36,206			39,092
Great Western Petroleum, LLC	(w)	Upstream	��	12.0%			9/1/25			55,096			53,742			49,587
Peak Exploration & Production, LLC	(f)(s)	Upstream		L+675		1.5%	11/16/23			13,545			13,501			13,412
Peak Exploration & Production, LLC	(e)(s)	Upstream		L+675		1.5%	11/16/23			1,505			1,505			1,490
Penn Virginia Holdings Corp.	(f)(k)(s)	Upstream		L+825		1.0%	9/29/24			15,481			15,156			14,862
SilverBow Resources, Inc.	(k)(s)	Upstream		L+750		1.0%	12/15/24			19,000			18,883			17,100
Total Senior Secured Loans—Second Lien													175,829			172,954
Unfunded Loan Commitment													(1,505)			(1,505)
Net Senior Secured Loans—Second Lien													174,324			171,449
Senior Secured Bonds—23.4%
Allied Wireline Services, LLC	(f)(s)(x)	Service & Equipment		8.0%			9/30/21			2,500			2,500			2,500
Allied Wireline Services, LLC	(e)(s)(x)	Service & Equipment		8.0%			9/30/21			2,500			2,500			2,500
Black Swan Energy Ltd.	(f)(k)(s)	Upstream		9.0%			1/20/24			90,000			90,000			89,100
Limetree Bay Ventures, LLC	(f)(m)(o)(s)(w)	Midstream		20.0% PIK (20.0% Max PIK)			1/4/21		$	25,538		$	25,562		$	11,587

See notes to unaudited consolidated financial statements.

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FS Energy and Power Fund

Unaudited Consolidated Schedule of Investments (Continued)
As of March 31, 2021
(in thousands, except share amounts)

Portfolio Company(a)	Footnotes	Industry	Rate(b)	Floor		Maturity	Principal Amount(c)			Amortized Cost			Fair Value(d)
Limetree Bay Ventures, LLC	(f)(m)(o)(s)(w)	Midstream	20.0% PIK (20.0% Max PIK)			1/4/21			36,308			34,158			16,473
Limetree Bay Ventures, LLC	(f)(m)(o)(s)(w)	Midstream	20.0% PIK (20.0% Max PIK)			2/4/21			270,251			49,192			122,613
Talen Energy Supply LLC	(h)	Power	7.3%			5/15/27			15,000			15,356			15,362
Velvet Energy Ltd.	(f)(k)(s)	Upstream	9.0%			10/5/23			120,000			120,000			106,848
Total Senior Secured Bonds												339,268			366,983
Unfunded Bond Commitment												(2,500)			(2,500)
Net Senior Secured Bonds												336,768			364,483
Unsecured Debt—9.5%
Aethon United BR LP		Upstream	8.3%			2/15/26			40,500			40,500			41,994
Global Jet Capital Holdings, LP	(f)(s)	Industrials	15.0% PIK (15.0% Max PIK)			1/30/25			1,379			1,208			1,195
Global Jet Capital Holdings, LP	(f)(s)	Industrials	15.0% PIK (15.0% Max PIK)			4/30/25			8,767			7,674			7,594
Global Jet Capital Holdings, LP	(f)(s)	Industrials	15.0% PIK (15.0% Max PIK)			9/3/25			1,812			1,586			1,569
Global Jet Capital Holdings, LP	(f)(s)	Industrials	15.0% PIK (15.0% Max PIK)			9/29/25			1,706			1,493			1,477
Global Jet Capital Holdings, LP	(f)(s)	Industrials	15.0% PIK (15.0% Max PIK)			12/2/26			1,500			1,313			1,299
Hammerhead Resources Inc.	(f)(k)(s)	Upstream	12.0% PIK (12.0% Max PIK)			7/15/24			59,382			58,928			59,382
Limetree Bay Ventures, LLC	(f)(m)(o)(s)(w)	Midstream	15.0% PIK (15.0% Max PIK)			3/3/21			37,778			37,814			—
Limetree Bay Ventures, LLC	(f)(m)(o)(s)(w)	Midstream	20.0% PIK (20.0% Max PIK)			2/1/21			9,882			9,892			—
Moss Creek Resources, LLC		Upstream	7.5%			1/15/26			6,693			5,129			5,402
Tenrgys, LLC	(f)(m)(n)(o)(s)	Upstream	L+900		2.5%	12/23/18			75,000			75,300			28,000
Total Unsecured Debt												240,837			147,912
							Number of Shares			Amortized Cost			Fair Value(d)
Preferred Equity—31.0%(l)
Abaco Energy Technologies LLC, Preferred Equity	(f)(o)(s)	Service & Equipment							28,942,003		$	1,447		$	5,846
Altus Midstream LP, Series A Preferred Units	(j)(s)	Midstream	11.0%			6/28/26			52,856			56,824			55,961
Global Jet Capital Holdings, LP, Preferred Equity	(f)(o)(s)	Industrials							27,856			2,786			—
Limetree Bay Ventures, LLC, Preferred Equity	(f)(m)(o)(s)(w)	Midstream	13.5%			11/30/24			95,821,000			86,729			—
Limetree Bay Ventures, LLC, Preferred Equity	(f)(m)(o)(s)(w)	Midstream	13.5%			11/27/23			59,819,000			53,548			—
NGL Energy Partners, LP, Preferred Equity	(f)(k)(m)(o)(s)	Midstream	14.2%			7/2/27			156,250			157,632			125,000
NuStar, Preferred Equity	(f)(k)(s)	Midstream	12.8%			6/29/28			3,910,165			102,806			122,837
Segreto Power Holdings, LLC, Preferred Equity	(g)(s)	Power	13.1%			6/30/25			70,297			95,086			81,912
USA Compression Partners, LP, Preferred Equity	(k)(s)	Midstream	9.8%			4/3/28			79,336			77,639			91,459
Total Preferred Equity												634,497			483,015
							Principal Amount(c)			Amortized Cost			Fair Value(d)
Sustainable Infrastructure Investments, LLC—3.8%
Sustainable Infrastructure Investments, LLC	(k)(s)(x)	Power						$	60,603		$	60,603		$	59,846
Total Sustainable Infrastructure Investments, LLC												60,603			59,846

See notes to unaudited consolidated financial statements.

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FS Energy and Power Fund

Unaudited Consolidated Schedule of Investments (Continued)
As of March 31, 2021
(in thousands, except share amounts)

Portfolio Company(a)	Footnotes	Industry	Number of Shares		Amortized Cost			Fair Value(d)
Equity/Other—24.1%(l)
Abaco Energy Technologies LLC, Common Equity	(f)(o)(s)	Service & Equipment		6,944,444		$	6,944		$	958
AIRRO (Mauritius) Holdings II, Warrants	(f)(k)(o)(p)(s)	Power		35			2,652			2,466
Allied Wireline Services, LLC, Common Equity	(f)(n)(o)(s)(x)	Service & Equipment		48,400			1,527			2,698
Allied Wireline Services, LLC, Warrants	(n)(o)(s)(x)	Service & Equipment		22,000			—			—
Arena Energy, LP, Contingent Value Rights	(f)(o)(s)	Upstream		126,632,117			351			813
Ascent Resources Utica Holdings, LLC, Common Equity	(f)(o)(q)(s)	Upstream		148,692,908			44,700			33,530
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			32
Cimarron Energy Holdco Inc., Participation Option	(f)(o)(s)	Service & Equipment		25,000,000			1,289			188
Denbury Inc., Common Equity	(f)(k)(o)	Upstream		665,510			12,046			31,871
Great Western Petroleum, LLC, Common Equity	(f)(o)(r)(s)(w)	Upstream		105,785			30,790			30,790
Harvest Oil & Gas Corp., Common Equity	(f)(o)(w)	Upstream		135,062			17,558			3,039
Limetree Bay Ventures, LLC, Common Equity	(f)(o)(s)(w)	Midstream		128,645			3,406			—
Lonestar Resources US Inc., Common Equity	(f)(o)(w)	Upstream		864,000			2,376			4,838
Luxe Drillship Operating, LLC, Overriding Royalty Interest	(f)(o)(s)	Upstream		N/A			1,354			781
Maverick Natural Resources, LLC, Common Equity	(f)(g)(n)(o)(s)	Upstream		503,176			138,208			179,966
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			460
NGL Energy Partners, LP, Warrants (Premium)	(f)(k)(o)(s)	Midstream		3,125,000			2,623			527
NGL Energy Partners, LP, Warrants (Premium)	(f)(k)(o)(s)	Midstream		781,250			576			123
NGL Energy Partners, LP, Warrants (Par)	(f)(k)(o)(s)	Midstream		546,880			630			110
Permian Production Holdings, LLC, Common Equity	(n)(o)(s)(w)	Upstream		1,951,667			—			3,552
Ridgeback Resources Inc., Common Equity	(f)(k)(o)(s)(t)(w)	Upstream		9,599,928			58,985			45,625
Rosehill Operating Company, LLC, Common Equity	(f)(n)(o)(s)	Upstream		13,973			2,182			3,317
Swift Worldwide Resources Holdco Limited, Common Equity	(f)(k)(o)(s)(u)	Service & Equipment		3,750,000			6,029			3,225
UP Energy, LLC, Common Equity	(f)(o)(s)	Upstream		367,237			9,019			10,740
USA Compression Partners, LP, Warrants (Market)	(f)(k)(o)(s)	Midstream		793,359			555			2,399
USA Compression Partners, LP, Warrants (Premium)	(f)(k)(o)(s)	Midstream		1,586,719			714			3,945
Warren Resources, Inc., Common Equity	(f)(o)(s)(x)	Upstream		4,415,749			20,754			10,708
Total Equity/Other							387,491			376,701
TOTAL INVESTMENTS—142.0%						$	2,478,231			2,215,865
LIABILITIES IN EXCESS OF OTHER ASSETS—(42.0%)										(655,410)
NET ASSETS—100.0%									$	1,560,455

(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 March 31, 2021, the three-month London Interbank Offered Rate, or LIBOR, was 0.19% 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).

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Unaudited Consolidated Schedule of Investments (Continued)
As of March 31, 2021
(in thousands, except share amounts)

(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.

(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 March 31, 2021, 65.8% 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 March 31, 2021.

(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 March 31, 2021.

(u)

Investment denominated in British pounds. Amortized cost and fair value are converted into U.S. dollars as of March 31, 2021.

(v)

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

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Unaudited Consolidated Schedule of Investments (Continued)
As of March 31, 2021
(in thousands, except share amounts)

(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 March 31, 2021, 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 three months ended March 31, 2021:

Portfolio Company	Fair Value at December 31, 2020			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 March 31, 2021			Interest Income(1)			PIK Income(1)
Senior Secured Loans—First Lien
Permian Production Holdings, LLC		$	11,446		$	72		$	—		$	89		$	—		$	2,108		$	13,715		$	336		$	72
Warren Resources, Inc.(2)			27,788			69			(27,857)			—			—			—			—			—			—
Senior Secured Loans—Second Lien
Great Western Petroleum, LLC			—			53,727			—			15			—			(4,155)			49,587			731			—
Senior Secured Bonds
Limetree Bay Ventures, LLC			25,538			—			—			—			—			(13,951)			11,587			—			—
Limetree Bay Ventures, LLC			36,308			—			—			19			—			(19,854)			16,473			19			—
Limetree Bay Ventures, LLC			89,968			32,811			—			—			—			(166)			122,613			—			—
Unsecured Debt
Limetree Bay Ventures, LLC			—			—			—			—			—			—			—			—			—
Limetree Bay Ventures, LLC			—			—			—			—			—			—			—			—			—
Preferred Equity
Limetree Bay Ventures, LLC, Preferred Equity			—			—			—			—			—			—			—			—			—
Limetree Bay Ventures, LLC, Preferred Equity			—			—			—			—			—			—			—			—			—
Equity/Other
Great Western Petroleum, LLC, Common Equity			—			30,790			—			—			—			—			30,790			—			—
Harvest Oil & Gas Corp., Common Equity			2,794			—			—			—			—			245			3,039			—			—
Limetree Bay Ventures, LLC, Common Equity			—			—			—			—			—			—			—			—			—
Lonestar Resources US Inc., Common Equity			2,592			—			—			—			—			2,246			4,838			—			—
Permian Production Holdings, LLC, Common Equity			—			—			—			—			—			3,552			3,552			—			—
Ridgeback Resources Inc., Common Equity			38,385			—			—			—			—			7,240			45,625			—			—
Warren Resources, Inc., Common Equity(2)			4,460			—			(20,754)			—			—			16,294			—			—			—
		$	239,279		$	117,469		$	(48,611)		$	123		$	—		$	(6,441)		$	301,819		$	1,086		$	72

(1)

Interest and PIK income presented for the three months ended March 31, 2021.

(2)

The Company held this investment as of March 31, 2021 but it was not deemed to be an “affiliated person” of the portfolio company as March 31, 2021. Transfers in or out have been presented at amortized cost.

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Unaudited Consolidated Schedule of Investments (Continued)
As of March 31, 2021
(in thousands, except share amounts)

(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 March 31, 2021, 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 three months ended March 31, 2021:

Portfolio Company	Fair Value at December 31, 2020			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 March 31, 2021			Interest Income(1)			PIK Income(1)
Senior Secured Loans—First Lien
Allied Wireline Services, LLC		$	53,007		$	—		$	—		$	—		$	—		$	—		$	53,007		$	1,325		$	—
Warren Resources, Inc.(2)			—			27,857			—			—			—			—			27,857			695			69
Senior Secured Bonds
Allied Wireline Services, LLC			—			2,500			—			—			—			—			2,500			—			—
Sustainable Infrastructure Investments, LLC
Sustainable Infrastructure Investments, LLC			61,816			—			—			—			—			(1,970)			59,846			—			—
Equity/Other
Allied Wireline Services, LLC, Common Equity			1,904			—			—			—			—			794			2,698			—			—
Allied Wireline Services, LLC, Warrants			—			—			—			—			—			—			—			—			—
Warren Resources, Inc., Common Equity(2)			—			20,754			—			—			—			(10,046)			10,708			—			—
		$	116,727		$	51,111		$	—		$	—		$	—		$	(11,222)		$	156,616		$	2,020		$	69

(1)

Interest and PIK income presented for the three months ended March 31, 2021.

(2)

The Company held this investment as of December 31, 2020 but it was deemed to be an “affiliated person” of the portfolio company as December 31, 2020. Transfers in or out have been presented at amortized cost.

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Consolidated Schedule of Investments
As of December 31, 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—42.5%
AIRRO (Mauritius) Holdings II	(k)(p)(s)	Power	L+350, 3.5% PIK, (3.5% Max PIK)		1.5%	7/24/25		$	20,734		$	18,082		$	15,992
AIRRO (Mauritius) Holdings II	(e)(k)(p)(s)	Power	L+350, 3.5% PIK, (3.5% Max PIK)		1.5%	7/24/25			15,189			15,189			11,715
Allied Wireline Services, LLC	(f)(n)(o)(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			1,807			1,804			1,698
Bioenergy Infrastructure Holdings Limited	(k)(s)	Power	L+725		1.0%	12/22/22			429			429			395
Birch Permian LLC	(s)	Upstream	L+800		1.5%	4/12/23			49,865			49,598			49,372
Brazos Delaware II LLC		Midstream	L+400			5/21/25			40,111			38,155			35,140
Cimarron Energy Inc.	(s)	Service & Equipment	L+900		1.0%	6/30/21			7,500			7,500			6,797
Cox Oil Offshore, LLC, Volumetric Production Payments	(i)(o)(s)(v)	Upstream	0.0%			12/31/23			100,000			37,527			31,670
EIF Van Hook Holdings, LLC	(h)	Midstream	L+525			9/5/24			33,392			32,769			21,601
FR BR Holdings LLC	(f)(h)(s)	Midstream	L+650			12/14/23			85,700			82,258			82,966
FR XIII PAA Holdings HoldCo, LLC	(s)	Midstream	L+725		0.5%	10/15/26			29,925			29,343			29,955
Luxe Drillship Operating, LLC	(s)	Upstream	8.0%			10/30/24			16,976			16,088			15,779
MECO IV LLC	(s)	Upstream	L+925		1.5%	9/14/21			33,250			32,951			23,275
MRP CalPeak Holdings, LLC	(h)(s)	Power	L+525		1.5%	1/27/25			14,328			14,328			14,122
MRP West Power Holdings II, LLC	(h)(s)	Power	L+525		1.5%	1/27/25			14,586			14,586			14,378
Navitas Midstream Midland Basin LLC	(h)	Midstream	L+450		1.0%	12/13/24			29,650			28,861			29,298
Navitas Midstream Midland Basin LLC (Mirror Tranche)		Midstream	L+450		1.0%	12/13/24			39,400			38,041			38,931
NNE Holding LLC	(h)(s)	Upstream	L+475, 4.5% PIK (4.5% Max PIK)			3/2/22			40,455			40,419			38,432
Permian Production Holdings, LLC	(f)(s)(w)	Upstream	7.0%, 2.0% PIK (2.0% Max PIK)			11/23/25			14,075			11,498			11,446
Plainfield Renewable Energy Holdings LLC	(o)(s)	Power	10.0% (10.0% Max PIK)			8/22/25			2,998			2,998			—
Plainfield Renewable Energy Holdings LLC, Letter of Credit	(e)(s)	Power	10.0%			8/22/23			2,709			2,709			—
Plainfield Renewable Energy Holdings LLC	(s)	Power	15.5% (9.5% Max PIK)			8/22/25			10,801			10,801			10,602
Swift Worldwide Resources US Holdings Corp.	(h)(s)	Service & Equipment	L+1000, 1.0% PIK (1.0% Max PIK)		1.0%	7/20/21			60,877			60,877			60,877
Warren Resources, Inc.	(s)(w)	Upstream	L+900, 1.0% PIK (1.0% Max PIK)		1.0%	5/21/21			27,788			27,788			27,788
Total Senior Secured Loans—First Lien												667,606			625,236
Unfunded Loan Commitments												(17,898)			(17,898)
Net Senior Secured Loans—First Lien												649,708			607,338
Senior Secured Loans—Second Lien—19.3%
Aethon III BR LLC	(s)	Upstream	L+750		1.5%	1/10/25			20,000			19,740			20,000
Aethon United BR LP	(f)(h)(s)	Upstream	L+675		1.0%	9/8/23			148,150			146,950			147,365
Chisholm Energy Holdings, LLC	(f)(s)	Upstream	L+625		1.5%	5/15/26			21,429			21,353			20,792
Encino Acquisition Partners Holdings LLC	(f)	Upstream	L+675		1.0%	10/29/25			41,828			36,014			38,561
Peak Exploration & Production, LLC	(f)(s)	Upstream	L+675		1.5%	11/16/23			13,545			13,497			13,334
Peak Exploration & Production, LLC	(e)(s)	Upstream	L+675		1.5%	11/16/23			1,505			1,505			1,482
Penn Virginia Holdings Corp.	(f)(h)(k)(s)	Upstream	L+700		1.0%	9/29/22			20,950			20,587			19,563
SilverBow Resources, Inc.	(f)(h)(k)(s)	Upstream	L+750		1.0%	12/15/24			19,000			18,877			16,720
Total Senior Secured Loans—Second Lien												278,523			277,817
Unfunded Loan Commitments												(1,505)			(1,505)
Net Senior Secured Loans—Second Lien												277,018			276,312

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Consolidated Schedule of Investments (Continued)
As of December 31, 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—23.8%
Black Swan Energy Ltd.	(k)(s)	Upstream	9.0%			1/20/24		$	90,000		$	90,000		$	89,100
Limetree Bay Ventures, LLC	(f)(m)(o)(s)(w)	Midstream	20.0% PIK (20.0% Max PIK)			1/4/21			25,538			25,562			25,538
Limetree Bay Ventures, LLC	(f)(m)(o)(s)(w)	Midstream	20.0% PIK (20.0% Max PIK)			1/4/21			36,308			34,139			36,308
Limetree Bay Ventures, LLC	(f)(m)(o)(s)(w)	Midstream	20.0% PIK (20.0% Max PIK)			1/4/21			89,968			16,381			89,968
Velvet Energy Ltd.	(f)(k)(s)	Upstream	9.0%			10/5/23			120,000			120,000			99,128
Total Senior Secured Bonds												286,082			340,042
Unsecured Debt—9.5%
Global Jet Capital Holdings, LP	(f)(o)(s)	Industrials	15.0% PIK (15.0% Max PIK)			1/30/25			1,330			1,178			1,172
Global Jet Capital Holdings, LP	(f)(o)(s)	Industrials	15.0% PIK (15.0% Max PIK)			4/30/25			8,450			7,484			7,447
Global Jet Capital Holdings, LP	(f)(o)(s)	Industrials	15.0% PIK (15.0% Max PIK)			9/3/25			1,746			1,547			1,539
Global Jet Capital Holdings, LP	(f)(o)(s)	Industrials	15.0% PIK (15.0% Max PIK)			9/29/25			1,644			1,456			1,449
Global Jet Capital Holdings, LP	(f)(o)(s)	Industrials	15.0% PIK (15.0% Max PIK)			12/2/26			1,446			1,280			1,274
Great Western Petroleum, LLC	(f)(s)	Upstream	8.5%			4/15/25			13,636			13,183			12,954
Great Western Petroleum, LLC	(f)	Upstream	9.0%			9/30/21			35,830			35,827			21,140
Hammerhead Resources Inc.	(f)(k)(o)(s)	Upstream	12.0% PIK (12.0% Max PIK)			7/15/24			55,607			55,144			55,607
Limetree Bay Ventures, LLC	(f)(m)(o)(s)(w)	Midstream	15.0% PIK (15.0% Max PIK)			3/3/21			37,778			37,814			—
Limetree Bay Ventures, LLC	(f)(m)(o)(s)(w)	Midstream	20.0% PIK (20.0% Max PIK)			2/1/21			9,882			9,892			—
Moss Creek Resources, LLC	(f)	Upstream	7.5%			1/15/26			6,693			5,075			5,103
Tenrgys, LLC	(f)(m)(n)(o)(s)	Upstream	L+900		2.5%	12/23/18			75,000			75,300			26,875
Total Unsecured Debt												245,180			134,560
							Number of Shares			Amortized Cost			Fair Value(d)
Preferred Equity—33.0%(l)
Abaco Energy Technologies LLC, Preferred Equity	(o)(s)	Service & Equipment							28,942,003		$	1,447		$	5,354
Altus Midstream LP, Series A Preferred Units	(j)(s)	Midstream	11.0%			6/28/26			52,856			56,228			54,177
Global Jet Capital Holdings, LP, Preferred Equity	(f)(o)(s)	Industrials							27,856			2,786			—
Great Western Petroleum, LLC, Preferred Equity	(f)(h)(r)(s)	Upstream	15.5%			12/31/27			36,364			47,372			18,182
Limetree Bay Ventures, LLC, Preferred Equity	(f)(m)(o)(s)(w)	Midstream	13.5%			11/30/24			95,821,000			86,729			—
Limetree Bay Ventures, LLC, Preferred Equity	(f)(m)(o)(s)(w)	Midstream	13.5%			11/27/23			59,819,000			53,548			—
NGL Energy Partners, LP, Preferred Equity	(k)(s)	Midstream	14.2%			7/2/27			156,250			168,049			109,375
NuStar, Preferred Equity	(f)(h)(k)(s)	Midstream	12.8%			6/29/28			3,910,165			102,744			118,048
Segreto Power Holdings, LLC, Preferred Equity	(f)(g)(s)	Power	13.1%			6/30/25			70,297			92,750			79,546
USA Compression Partners, LP, Preferred Equity	(h)(k)(s)	Midstream	9.8%			4/3/28			79,336			77,600			86,395
Total Preferred Equity												689,253			471,077
							Principal Amount(c)			Amortized Cost			Fair Value(d)
Sustainable Infrastructure Investments, LLC—4.3%
Sustainable Infrastructure Investments, LLC	(k)(s)(x)	Power						$	60,603		$	60,603		$	61,816
Total Sustainable Infrastructure Investments, LLC												60,603			61,816

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Consolidated Schedule of Investments (Continued)
As of December 31, 2020
(in thousands, except share amounts)

Portfolio Company(a)	Footnotes	Industry	Number of Shares		Amortized Cost			Fair Value(d)
Equity/Other—20.3%(l)
Abaco Energy Technologies LLC, Common Equity	(f)(o)(s)	Service & Equipment		6,944,444		$	6,944		$	896
AIRRO (Mauritius) Holdings II, Warrants	(f)(k)(o)(p)(s)	Power		35			2,652			2,504
Allied Wireline Services, LLC, Common Equity	(f)(n)(o)(s)(x)	Service & Equipment		48,400			1,527			1,904
Allied Wireline Services, LLC, Warrants	(f)(n)(o)(s)(x)	Service & Equipment		22,000			—			—
Arena Energy, LP, Contingent Value Rights	(f)(o)(s)	Upstream		126,632,117			351			418
Ascent Resources Utica Holdings, LLC, Common Equity	(f)(o)(q)(s)	Upstream		148,692,908			44,700			33,084
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			30
Cimarron Energy Holdco Inc., Participation Option	(f)(o)(s)	Service & Equipment		25,000,000			1,289			175
Denbury Inc., Common Equity	(f)(k)(o)	Upstream		1,265,510			22,906			32,511
Harvest Oil & Gas Corp., Common Equity	(f)(o)(w)	Upstream		135,062			17,558			2,794
Limetree Bay Ventures, LLC, Common Equity	(f)(o)(s)(w)	Midstream		128,645			3,406			—
Lonestar Resources US Inc., Common Equity	(f)(o)(w)	Upstream		864,000			2,376			2,592
Luxe Drillship Operating, LLC, Overriding Royalty Interest	(f)(o)(s)	Upstream		N/A			1,354			773
Maverick Natural Resources, LLC, Common Equity	(f)(g)(n)(o)(s)	Upstream		503,176			138,208			152,860
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			88
NGL Energy Partners, LP, Warrants (Premium)	(f)(k)(o)(s)	Midstream		3,125,000			2,623			81
NGL Energy Partners, LP, Warrants (Premium)	(f)(k)(o)(s)	Midstream		781,250			576			21
NGL Energy Partners, LP, Warrants (Par)	(f)(k)(o)(s)	Midstream		546,880			630			22
Permian Production Holdings, LLC, Common Equity	(f)(n)(o)(s)(w)	Upstream		1,951,667			—			—
Ridgeback Resources Inc., Common Equity	(f)(k)(o)(s)(t)(w)	Upstream		9,599,928			58,985			38,385
Rosehill Operating Company, LLC, Common Equity	(f)(n)(o)(s)	Upstream		13,973			2,182			2,377
Swift Worldwide Resources Holdco Limited, Common Equity	(f)(k)(o)(s)(u)	Service & Equipment		3,750,000			6,029			2,531
UP Energy, LLC, Common Equity	(f)(o)(s)	Upstream		367,237			9,019			8,160
USA Compression Partners, LP, Warrants (Market)	(f)(h)(k)(o)(s)	Midstream		793,359			555			1,412
USA Compression Partners, LP, Warrants (Premium)	(f)(h)(k)(o)(s)	Midstream		1,586,719			714			2,253
Warren Resources, Inc., Common Equity	(f)(o)(s)(w)	Upstream		4,415,749			20,754			4,460
Total Equity/Other							367,561			290,331
TOTAL INVESTMENTS—152.7%						$	2,575,405			2,181,476
LIABILITIES IN EXCESS OF OTHER ASSETS—(52.7%)										(752,899)
NET ASSETS—100.0%									$	1,428,577

(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, 2020, the three-month London Interbank Offered Rate, or LIBOR, was 0.24% 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).

See notes to unaudited consolidated financial statements.

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FS Energy and Power Fund

Consolidated Schedule of Investments (Continued)
As of December 31, 2020
(in thousands, except share amounts)

(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.

(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 December 31, 2020, 67.6% 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 December 31, 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 December 31, 2020.

(u)

Investment denominated in British pounds. Amortized cost and fair value are converted into U.S. dollars as of December 31, 2020.

(v)

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

See notes to unaudited consolidated financial statements.

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FS Energy and Power Fund

Consolidated Schedule of Investments (Continued)
As of December 31, 2020
(in thousands, except share amounts)

(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 December 31, 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 year ended December 31, 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 December 31, 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			(3,949)			48			(748)			(93)			—			305			157
Permian Production Holdings, LLC			—				11,450			—			48			—			(52)			11,446			262			23
Warren Resources, Inc.			27,507				281			—			—			—			—			27,788			2,915			280
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			—				25,562			—			—			—(24)			25,538			—			2,700
Limetree Bay Ventures, LLC			—				33,813			—			326			—			2,169			36,308			326			1,790
Limetree Bay Ventures, LLC			—				16,381			—			—			—			73,587			89,968			—			—
Unsecured Debt
Limetree Bay Ventures, LLC			—				37,814			—			—			—			(37,814)			—			—			3,068
Limetree Bay Ventures, LLC			—				9,892			—			—			—			(9,892)			—			—			1,045
Preferred Equity
Limetree Bay Ventures, LLC, Preferred Equity			—				86,105			—			624			—			(86,729)			—			689			1,950
Limetree Bay Ventures, LLC, Preferred Equity			—				53,548			—			—			—			(53,548)			—			—			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				—			(2,701)			—			—			(3,149)			2,794			—			—
Limetree Bay Ventures, LLC, Common Equity			—				3,406			—			—			—			(3,406)			—			—			—
Lonestar Resources US Inc., Common Equity			—				2,376			—			—			—			216			2,592			—			—
MB Precision Investment Holdings LLC, Class A-2 Units			—				—			(490)			—			—			490			—			—			—
Permian Production Holdings, LLC, Common Equity			—				—			—			—			—			—			—			—			—
Ridgeback Resources Inc., Common Equity			50,721				—			—			—			—			(12,336)			38,385			—			—
Titan Energy, LLC, Common Equity			16				—			—			—			(17,554)			17,538			—			—			—
Warren Resources, Inc., Common Equity			10,951				—			—			—			—			(6,491)			4,460			—			—
		$	374,598			$	280,785		$	(146,239)		$	1,682		$	(428,429)		$	156,882		$	239,279		$	10,144		$	11,999

(1)

Interest and PIK income presented for the year ended December 31, 2020.

See notes to unaudited consolidated financial statements.

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FS Energy and Power Fund

Consolidated Schedule of Investments (Continued)
As of December 31, 2020
(in thousands, except share amounts)

(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 December 31, 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 year ended December 31, 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 December 31, 2020			Interest Income(1)
Senior Secured Loans—First Lien
Allied Wireline Services, LLC		$	—		$	53,007		$	—		$	—		$	—		$	—		$	53,007		$	2,886
Lusk Operating LLC			—			—			—			—			(27,464)			27,464			—			—
Sustainable Infrastructure Investments, LLC
Sustainable Infrastructure Investments, LLC			—			60,603			—			—			—			1,213			61,816			—
Equity/Other
Allied Wireline Services, LLC, Common Equity			—			1,527			—			—			—			377			1,904			—
Allied Wireline Services, LLC, Warrants			—			—			—			—			—			—			—			—
Lusk Operating LLC, Common Equity			—			—			—			—			—			—			—			—
		$	—		$	115,137		$	—		$	—		$	(27,464)		$	29,054		$	116,727		$	2,886

(1)

Interest income presented for the year ended December 31, 2020.

See notes to unaudited consolidated financial statements.

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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 March 31, 2021, 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 March 31, 2021. 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, 2020 included in the Company’s annual report on Form 10-K. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The December 31, 2020 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, 2020. 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 three months ended March 31, 2020 may have been reclassified to conform to the classifications used to prepare the unaudited consolidated financial statements for the three months ended March 31, 2021.

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 interest or dividends

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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)

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 three months ended March 31, 2021 and 2020, the Company recognized $0 and $83, 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 three months ended March 31, 2021 and 2020:

	Three Months Ended March 31,
	2021					2020
	Shares		Amount			Shares		Amount
Reinvestment of Distributions		1,618,706		$	5,341		3,156,043		$	15,429
Share Repurchase Program		—			—		(4,877,069)			(26,823)
Net Proceeds from Share Transactions		1,618,706		$	5,341		(1,721,026)		$	(11,394)

During the period from April 1, 2021 to May 10, 2021, the Company issued 1,486,680 common shares pursuant to its distribution reinvestment plan for gross proceeds of $5,278 at an average price per share of $3.55.

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 March 2020, 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.

TABLE OF CONTENTS

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.

TABLE OF CONTENTS

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 Company did not repurchase any shares pursuant to its share repurchase program during the three months ended March 31, 2021. The following table provides information concerning the Company’s repurchases of common shares pursuant to its share repurchase program during the three months ended March 31, 2020:

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 2020
December 31, 2019	January 8, 2020		4,354,073		9%		0.99%		$	5.50		$	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.

There were no de minimis account liquidations during the three months ended March 31, 2021. The following table summarizes the common shares repurchased by the Company relating to its de minimis account liquidations during the three months ended March 31, 2020:

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

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, or the May Letter, FS/EIG Advisor elected to defer the payment of 74.9% of the base management fee to which it was entitled for the investment advisory services provided during the quarterly period ended March 31, 2020 and thereafter until it notifies the Company

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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)

that it no longer intends to defer payments. Pursuant to the May Letter, FS/EIG Advisor agreed 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 May 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. FS/EIG Advisor has received the deferred payments for the quarters ended March 31, 2020 and June 30, 2020 and elected not to defer the base management fee for the quarters ended September 30, 2020 and December 31, 2020. In addition, on February 26, 2021, FS/EIG Advisor notified the Company that it no longer intends to defer the payment of any portion of the management fee pursuant to the May Letter. 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 three months ended March 31, 2021 and 2020, $2 and $450, 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 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.

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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)

The following table describes the fees and expenses accrued under the FS/EIG investment advisory agreement during the three months ended March 31, 2021 and 2020:

Related Party			Three Months Ended March 31,
Related Party	Source Agreement	Description	2021			2020
FS/EIG Advisor	FS/EIG investment advisory agreement	Base Management Fee(1)		$	10,648		$	15,399
FS/EIG Advisor	FS/EIG investment advisory agreement	Administrative Services Expenses(2)		$	1,581		$	1,058

(1)

During the three months ended March 31, 2021 and 2020, $10,156 and $14,022, 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 $450 in structuring or other upfront fees received by FS/EIG Advisor and offset against base management fees for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, $10,648 in base management fees were payable to FS/EIG Advisor. See above for a discussion of FS/EIG Advisor’s previous election to defer payment of a portion of the base management fee to which it was entitled.

(2)

During the three months ended March 31, 2021 and 2020, $1,093 and $650, 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 $905 and $554 in administrative services expenses to FS/EIG Advisor, or its affiliates, during the three months ended March 31, 2021 and 2020, 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 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

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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)

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.

Note 5. Distributions

The following table reflects the cash distributions per share that the Company declared on its common shares during the three months ended March 31, 2021 and 2020:

For the Three Months Ended	Distribution
For the Three Months Ended	Per Share			Amount
Fiscal 2020
March 31, 2020		$	0.0833		$	36,207
Fiscal 2021
March 31, 2021		$	0.0300		$	13,249

Although the Company’s board of trustees has not declared or resumed regular cash distributions to shareholders for any period after March 31, 2020, the Company’s board of trustees has since declared three cash distributions in 2020 and one cash distribution in 2021, each in the amount of $0.03 per share. 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 in the future. 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. Furthermore, the JPMorgan Facility (defined below) restricts the ability of the Company to make certain discretionary cash dividends and distributions and other restricted payments. See Note 9 for a discussion of the JPMorgan Facility.

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.

Under the 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 income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets and dividends or other distributions paid to the Company on account of preferred and common

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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)

equity investments in portfolio companies. The Company has not established limits on the amount of funds it may use from available sources to make distributions. The Company’s distribution proceeds have exceeded and in the future may exceed its earnings. Therefore, portions of the distributions that the Company has made represented, and may make in the future may represent, a return of capital to shareholders, which lowers their tax basis in their common shares. A return of capital generally is a return of a shareholder’s investment rather than a return of earnings or gains derived from the Company’s investment activities. Each year a statement on Form 1099-DIV identifying the sources of the distributions (i.e., paid from ordinary income, paid from net capital gains on the sale of securities, and/or a return of capital, which is a nontaxable distribution) will be mailed to the Company’s shareholders. There can be no assurance that the Company will be able to pay distributions at a specific rate or at all.

The following table reflects the sources of the cash distributions on a tax basis that the Company paid on its common shares during the three months ended March 31, 2021 and 2020:

Source of Distribution	Three Months Ended March 31,
	2021					2020
	Distribution Amount			Percentage		Distribution Amount			Percentage
Net investment income(1)		$	13,249		100%		$	36,207		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		$	13,249		100%		$	36,207		100%

(1)

During the three months ended March 31, 2021 and 2020, 68.6% and 76.8%, respectively, of the Company’s gross investment income was attributable to cash income earned, 22.2% and 9.1%, respectively, was attributable to paid-in-kind, or PIK, interest and 9.2% and 14.1%, 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 March 31, 2021, the Company had short-term and long-term capital loss carryforwards available to offset future realized capital gains of $117,018 and $1,168,812, respectively.

As of March 31, 2021 and December 31, 2020, the gross unrealized appreciation on the Company’s investments, swap contracts and unrealized gain on foreign currency was $231,621 and $179,295, respectively, and the gross unrealized depreciation on the Company’s investments, swap contracts and unrealized loss on foreign currency was $509,972 and $586,690, respectively.

The aggregate cost of the Company’s investments for federal income tax purposes totaled $2,494,232 and $2,588,883 as of March 31, 2021 and December 31, 2020, respectively. The aggregate net unrealized

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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)

appreciation (depreciation) on a tax basis was $(278,351) and $(407,395) as of March 31, 2021 and December 31, 2020, respectively.

As of March 31, 2021 and December 31, 2020, the Company had deferred tax assets of $187,950 and $197,748, respectively, resulting from net operating losses and capital losses of the Company’s wholly-owned taxable subsidiaries. As of March 31, 2021 and December 31, 2020, 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 $187,950 and $197,748, respectively. For the three months ended March 31, 2021 and the year ended December 31, 2020, 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 three months ended March 31, 2020, 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 March 31, 2021, 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 March 31, 2021, the Company did not have any oil basis swap positions for Argus LLS.

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 months ended March 31, 2020 were as follows:

Instrument	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)
Swap Contracts – Natural Gas			937			(569)
Total		$	20,250		$	(6,551)

(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.

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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 March 31, 2021 and December 31, 2020:

	March 31, 2021 (Unaudited)								December 31, 2020
	Amortized Cost(1)			Fair Value			Percentage of Portfolio		Amortized Cost(1)			Fair Value			Percentage of Portfolio
Senior Secured Loans – First Lien		$	643,711		$	612,459		28%		$	649,708		$	607,338		28%
Senior Secured Loans – Second Lien			174,324			171,449		8%			277,018			276,312		13%
Senior Secured Bonds			336,768			364,483		16%			286,082			340,042		16%
Unsecured Debt			240,837			147,912		6%			245,180			134,560		6%
Preferred Equity			634,497			483,015		22%			689,253			471,077		22%
Sustainable Infrastructure Investments, LLC			60,603			59,846		3%			60,603			61,816		3%
Equity/Other			387,491			376,701		17%			367,561			290,331		12%
Total		$	2,478,231		$	2,215,865		100%		$	2,575,405		$	2,181,476		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 March 31, 2021, the Company held investments in three portfolio companies that it is deemed to “control.” As of March 31, 2021, the Company held investments in six 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 March 31, 2021 in this quarterly report on Form 10-Q.

As of December 31, 2020, the Company held investments in two portfolio companies of which it is deemed to “control.” As of December 31, 2020, the Company held investments in six 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 consolidated schedule of investments as of December 31, 2020.

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 March 31, 2021, the Company had three senior secured loan investments with aggregate unfunded commitments of $19,112, one senior secured bond investment with an unfunded commitment of $2,500 and an unfunded commitment of $2,234 to contribute capital to Sustainable Infrastructure Investments, LLC. As of December 31, 2020, the Company had three senior secured loan investments with aggregate unfunded commitments of $19,403 and an unfunded commitment of $2,234 to contribute capital to Sustainable Infrastructure Investments, LLC. The Company maintains sufficient cash on hand, available borrowings and liquid securities to fund such unfunded commitments should the need arise.

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 March 31, 2021 and December 31, 2020:

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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)

Industry Classification	March 31, 2021 (Unaudited)					December 31, 2020
Industry Classification	Fair Value			Percentage of Portfolio		Fair Value			Percentage of Portfolio
Upstream		$	1,060,461		47%		$	1,080,577		50%
Midstream			795,678		36%			763,275		34%
Power			150,270		7%			131,356		6%
Service & Equipment			136,476		6%			131,571		6%
Industrials			13,134		1%			12,881		1%
Sustainable Infrastructure Investments, LLC(1)			59,846		3%			61,816		3%
Total		$	2,215,865		100%		$	2,181,476		100%

(1)

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

Sustainable Infrastructure Investments, LLC

Sustainable Infrastructure Investments, LLC, or SIIJV, is a joint venture between the Company and Imperial Sustainable Infrastructure Investments, LLC, or Imperial, a subsidiary of Imperial Capital Asset Management, LLC, or ICAM. The joint venture is governed pursuant to the terms of an amended and restated limited liability company agreement of SIIJV, dated as of January 2, 2020, 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 in the annual amount of 0.25% of SIIJV’s net assets under administration, calculated and payable quarterly in arrears. The Company and Imperial 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 credit facility, as amended, 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 was 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 security interest in substantially all of the assets of Seine Funding. As of March 31, 2021, total outstanding borrowings under the Seine Funding Facility were $382,439.

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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)

Below is a summary of SIIJV’s portfolio, followed by a listing of the individual loans in SIIJV’s portfolio as of March 31, 2021 and December 31, 2020:

	March 31, 2021 (Unaudited)			December 31, 2020
Total investments(1)		$	440,308		$	442,916
Weighted average current interest rate on debt investments(2)			2.19%			2.24%
Number of portfolio assets in SIIJV			14			14
Largest investment in a single portfolio company(1)		$	84,914		$	84,914

(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 March 31, 2021 (Unaudited)

Portfolio Company(a)(g)	Footnotes	Industry	Rate(b)		Maturity		Principal Amount(c)			Amortized Cost			Fair Value(d)
Senior Secured Loans – First Lien – 95.0%
AES DE Holdings V, LLC		Renewables		L+175		6/13/26		$	15,347		$	15,347		$	14,847
Alianca Transportadora de Gas Participacoes S.A.		Midstream		L+230		5/23/27			84,914			84,914			84,514
Astoria Energy II LLC		Power		L+150		8/31/24			58,094			58,094			58,683
Blue Heron Intermediate Holdco I, LLC		Midstream		L+175		4/22/24			33,630			33,630			33,784
Cedar Creek II LLC		Renewables		L+188		11/18/23			10,580			10,580			10,671
Copper Mountain Solar 3, LLC		Renewables		L+175		5/29/25			20,539			20,539			20,550
CPV Maryland, LLC	(f)	Power		L+425		3/31/22			12,122			12,122			12,091
Flex Intermediate Holdco, LLC	(f)	Midstream		L+250		5/15/23			29,507			29,507			29,574
FLNG Liquefaction 2, LLC		Midstream		L+150		12/31/26			30,934			30,934			30,571
Meikle Wind Energy, LP	(e)(f)	Renewables		C+150		5/29/24		C$	17,058			13,122			13,941
NES Hercules Class B Member, LLC		Renewables		L+125		12/15/27		$	24,906			24,906			24,285
ST EIP Holdco LLC		Midstream		L+250		11/5/24			60,000			60,000			59,871
Top of the World Wind Energy LLC		Renewables		L+188		12/2/28			24,617			24,617			24,491
Total Senior Secured Loans – First Lien												418,312			417,873
Unsecured Debt – 5.0%
Sociedad Minera Cerro Verde S.A.A.		Power		L+190		6/19/22			21,996			21,996			21,937
Total Unsecured Debt												21,996			21,937
TOTAL INVESTMENTS – 100.0%											$	440,308		$	439,810

Percentages are shown as a percentage of total investments.

(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

TABLE OF CONTENTS

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)

publicly disclosed base rate plus a basis point spread. As of March 31, 2021, three-month LIBOR was 0.19% and Canadian Dollar Offer Rate, or CDOR, was 0.44%. 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)

Investment denominated in Canadian dollars. Amortized cost and fair value are converted into U.S. dollars as of March 31, 2021.

(f)

Position or portion thereof unsettled as of March 31, 2021.

(g)

Security or portion thereof is held within Seine Funding, LLC, a wholly-owned subsidiary of SIIJV, and is pledged as collateral supporting the amounts outstanding under the Seine Funding Facility.

Sustainable Infrastructure Investments, LLC Portfolio
As of December 31, 2020

Portfolio Company(a)(g)	Footnotes	Industry	Rate(b)		Maturity		Principal Amount(c)			Amortized Cost			Fair Value(d)
Senior Secured Loans – First Lien – 95.0%
AES DE Holdings V, LLC		Renewables		L+175		6/13/26		$	15,442		$	15,442		$	14,971
Alianca Transportadora de Gas Participacoes S.A.		Midstream		L+230		5/23/27			84,914			84,914			83,790
Astoria Energy II LLC		Power		L+150		8/31/24			58,789			58,789			59,178
Blue Heron Intermediate Holdco I, LLC		Midstream		L+175		4/22/24			33,884			33,884			33,872
Cedar Creek II LLC		Renewables		L+188		11/18/23			10,580			10,580			10,633
Copper Mountain Solar 3, LLC	(f)	Renewables		L+175		5/29/25			20,539			20,539			20,698
CPV Maryland, LLC	(f)	Power		L+425		3/31/22			12,386			12,386			12,353
Flex Intermediate Holdco, LLC	(f)	Midstream		L+250		5/15/23			30,151			30,151			29,921
FLNG Liquefaction 2, LLC		Midstream		L+150		12/31/26			31,330			31,330			31,165
Meikle Wind Energy, LP	(e)(f)	Renewables		C+150		5/29/24		C$	17,397			13,382			13,870
NES Hercules Class B Member, LLC	(f)	Renewables		L+125		12/15/27		$	24,906			24,906			24,412
ST EIP Holdco LLC		Midstream		L+250		11/5/24			60,000			60,000			59,779
Top of the World Wind Energy LLC		Renewables		L+188		12/2/28			24,617			24,617			24,556
Total Senior Secured Loans – First Lien												420,920			419,198
Unsecured Debt – 5.0%
Sociedad Minera Cerro Verde S.A.A.		Power		L+190		6/19/22			21,996			21,996			21,934
Total Unsecured Debt												21,996			21,934
TOTAL INVESTMENTS – 100.0%											$	442,916		$	441,132

Percentages are shown as a percentage of total investments.

(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, 2020, the three-month LIBOR was 0.24% and Canadian Dollar Offer Rate, or CDOR, was 0.48%. PIK means paid-in-kind. PIK income accruals may be adjusted based on the fair value of the underlying 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 7. Investment Portfolio (Continued)

(c)

Denominated in U.S. dollars unless otherwise noted.

(d)

Security is classified as Level 3.

(e)

Investment denominated in Canadian dollars. Amortized cost and fair value are converted into U.S. dollars as of December 31, 2020.

(f)

Position or portion thereof unsettled as of December 31, 2020.

(g)

Security or portion thereof is held within Seine Funding, LLC, a wholly-owned subsidiary of SIIJV, and is pledged as collateral supporting the amounts outstanding under the Seine Funding Facility.

Below is selected balance sheet information for SIIJV as of March 31, 2021 and December 31, 2020:

	March 31, 2021 (Unaudited)			December 31, 2020
Selected Balance Sheet Information
Total investments, at fair value		$	439,810		$	441,132
Cash and other assets			17,936			71,809
Total assets		$	457,746		$	512,941
Debt		$	382,439		$	439,533
Other liabilities			1,288			1,527
Total liabilities			383,727			441,060
Member’s equity		$	74,019		$	71,881

Below is selected statement of operations information for SIIJV for the three months ended March 31, 2021 and 2020:

	Three Months Ended March 31,
	2021			2020
Selected Statement of Operations Information
Total investment income		$	2,504		$	6,985
Expenses
Interest expense			1,358			4,748
Custodian and accounting fees			45			41
Administrative services			45			14
Professional services			35			860
Other			10			10
Total expenses			1,493			5,673
Net investment income			1,011			1,312
Net realized and unrealized gain (loss)			1,127			(23,636)
Net increase (decrease) in net assets resulting from operations		$	2,138		$	(22,324)

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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

Under existing accounting guidance, fair value is defined as the price that the Company would receive upon selling an investment or pay to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment. This accounting guidance emphasizes valuation techniques that maximize the use of observable market inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances. The Company classifies the inputs used to measure these fair values into the following hierarchy as defined by current accounting guidance:

Level 1: Inputs that are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs that are quoted prices for similar assets or liabilities in active markets.

Level 3: Inputs that are unobservable for an asset or liability.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

As of March 31, 2021 and December 31, 2020, the Company’s investments were categorized as follows in the fair value hierarchy:

Valuation Inputs	March 31, 2021 (Unaudited)			December 31, 2020
Level 1 – Price quotations in active markets		$	39,748		$	35,305
Level 2 – Significant other observable inputs			279,288			192,366
Level 3 – Significant unobservable inputs			1,896,829			1,953,805
Total		$	2,215,865		$	2,181,476

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 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.

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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)

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 three months ended March 31, 2021 and 2020 of investments for which significant unobservable inputs (Level 3) were used in determining fair value:

	For the Three Months Ended March 31, 2021
	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		$	482,368		$	237,751		$	340,042		$	108,317		$	471,077		$	61,816		$	252,434		$	1,953,805
Accretion of discount (amortization of premium)			1,709			91			19			21			732			—			455			3,027
Net realized gain (loss)			(1,041)			1,185			—			441			(16,595)			—			(455)			(16,465)
Net change in unrealized appreciation (depreciation)			7,541			1,647			(26,252)			1,269			66,693			(1,970)			53,729			102,657
Purchases			291			—			35,312			—			13			—			30,790			66,406
Paid-in-kind interest			2,074			—			—			4,104			2,302			—			—			8,480
Sales and repayments			(8,334)			(157,904)			—			(13,636)			(41,207)			—			—			(221,081)
Net transfers in or out of Level 3(1)			—			—			—			—			—			—			—			—
Fair value at end of period		$	484,608		$	82,770		$	349,121		$	100,516		$	483,015		$	59,846		$	336,953		$	1,896,829
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		$	8,254		$	(1,231)		$	(26,252)		$	1,017		$	58,776		$	(1,970)		$	53,729		$	92,323

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 Three Months Ended March 31, 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)			565			109			678			153			5,976			—			—			7,481
Net realized gain (loss)			(1,131)			—			—			—			—			—			(4,662)			(5,793)
Net change in unrealized appreciation (depreciation)			(97,871)			(142,174)			(64,940)			(16,363)			(115,357)			(7,683)			(89,201)			(533,589)
Purchases			44,544			—			22,838			43,548			21,884			60,264			—			193,078
Paid-in-kind interest			781			—			—			286			6,132			—			—			7,199
Sales and repayments			(64,540)			—			—			—			(10,094)			—			(1,138)			(75,772)
Net transfers in or out of Level 3(1)			—			—			—			—			—			—			—			—
Fair value at end of period		$	452,126		$	391,169		$	396,337		$	176,924		$	630,383		$	52,581		$	72,269		$	2,171,789
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		$	(102,588)		$	(142,174)		$	(64,940)		$	(16,363)		$	(115,657)		$	(7,683)		$	(89,201)		$	(538,606)

(1)

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

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)

The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements as of March 31, 2021 and December 31, 2020 were as follows:

Type of Investment

Fair Value at
March 31, 2021
(Unaudited)

Valuation Technique(1)

Unobservable Input

Range

Weighted
Average

Senior Secured Loans – First Lien

454,145

Market Comparables

Market Yield (%)

6.5% – 19.3%

10.8%

EBITDA Multiples (x)

3.0x – 25.8x

8.9x

30,463

Discounted Cash Flow

Discount Rate (%)

11.5% – 16.5%

14.0%

Senior Secured Loans – Second
Lien

82,770

Market Comparables

Market Yield (%)

7.8% – 13.0%

10.0%

Senior Secured Bonds

346,621

Market Comparables

Market Yield (%)

8.8% – 15.4%

12.5%

EBITDA Multiples (x)

6.5x – 9.0x

7.8x

2,500

Cost

$100.0 – $100.0

$100.0

Unsecured Debt

72,516

Market Comparables

Market Yield (%)

10.6% – 11.6%

11.1%

Net Aircraft Book Value
Multiple (x)

1.0x – 1.0x

1.0x

28,000

Other(2)

N/A

Preferred Equity

5,846

Market Comparables

EBITDA Multiples (x)

6.5x – 11.0x

10.5x

477,169

Discounted Cash Flow

Discount Rate (%)

7.0% – 23.5%

15.5%

Sustainable Infrastructure Investments, LLC

59,846

Discounted Cash Flow

Discount Rate (%)

10.5% – 11.0%

10.8%

Equity/Other

325,329

Market Comparables

EBITDA Multiples (x)

2.8x – 25.8x

7.3x

Production Multiples (Mboe/d)

$30,000.0 – $35,000.0

$32,500.0

Proved Reserves Multiples (Mmboe)

10.0x – 11.5x

10.8x

Production Multiples (MMcfe/d)

$1,950.0 – $3,500.0

$3,007.9

Proved Reserves Multiples (Bcfe)

0.5x – 0.8x

0.7x

PV-10 Multiples (x)

1.0x – 4.6x

2.7x

4,060

Discounted Cash Flow

Discount Rate (%)

7.5% – 32.0%

22.3%

7,564

Option Valuation Model

Volatility (%)

50.0% – 65.0%

57.9%

Total

1,896,829

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)

Type of Investment

Fair Value at
December 31,
2020

Valuation Technique(1)

Unobservable Input

Range

Weighted
Average

Senior Secured Loans – First Lien

450,698

Market Comparables

Market Yield (%)

6.8% – 26.3%

10.4%

EBITDA Multiples (x)

2.3x – 6.7x

4.1x

31,670

Discounted Cash Flow

Discount Rate (%)

10.0% – 12.5%

11.3%

Senior Secured Loans – Second
Lien

237,751

Market Comparables

Market Yield (%)

8.0% – 15.3%

9.7%

Senior Secured Bonds

340,042

Market Comparables

Market Yield (%)

8.7% – 15.8%

12.6%

EBITDA Multiples (x)

6.0x – 8.0x

7.0x

Unsecured Debt

81,442

Market Comparables

Market Yield (%)

9.8% – 11.5%

10.8%

Net Aircraft Book Value
Multiple (x)

1.0x – 1.0x

1.0x

26,875

Other(2)

N/A

Preferred Equity

5,354

Market Comparables

EBITDA Multiples (x)

6.0x – 10.5x

10.0x

465,723

Discounted Cash Flow

Discount Rate (%)

7.5% – 50.3%

18.8%

Sustainable Infrastructure Investments, LLC

61,816

Discounted Cash Flow

Discount Rate (%)

10.8% – 11.3%

11.0%

Equity/Other

92,002

Market Comparables

EBITDA Multiples (x)

2.3x – 10.5x

4.6x

Production Multiples (Mboe/d)

$26,500.0 – $31,500.0

$29,000.0

Proved Reserves Multiples (Mmboe)

7.6x – 9.1x

8.4x

Production Multiples (MMcfe/d)

$1,650.0 – $3,400.0

$2,923.6

Proved Reserves Multiples (Bcfe)

0.4x – 0.7x

0.6x

PV-10 Multiples (x)

0.5x – 1.6x

1.0x

3,695

Discounted Cash Flow

Discount Rate (%)

8.0% – 32.0%

24.0%

3,877

Option Valuation Model

Volatility (%)

55.0% – 65.0%

60.0%

152,860

Other(2)

N/A

Total

1,953,805

(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.

TABLE OF CONTENTS

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 March 31, 2021 and December 31, 2020. 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, 2020 and the additional disclosure set forth in this Note 9.

	As of March 31, 2021 (Unaudited)
Arrangement(1)	Type of Arrangement	Rate(2)	Amount Outstanding			Amount Available			Maturity Date
JPMorgan Facility	Revolving/Term	L+3.00%		$	231,667		$	140,000	February 16, 2023
Senior Secured Notes(3)	Bond	7.50%			489,000			—	August 15, 2023
Total				$	720,667		$	140,000

	As of December 31, 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.

(2)

LIBOR is subject to a 0.00% floor.

(3)

As of March 31, 2021 and December 31, 2020, the fair value of the Senior Secured Notes was approximately $493,445 and $473,166, respectively. These valuations are considered Level 2 valuations within the fair value hierarchy.

For the three months ended March 31, 2021 and 2020, the components of total interest expense for the Company’s financing arrangements were as follows:

	Three Months Ended Mach 31,
	2021									2020
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		$	—		$	—		$	—		$	5,484		$	67		$	5,551
JPMorgan Facility			3,237			2,089			5,326			4,665			447			5,112
Senior Secured Notes			9,169			995			10,164			9,375			1,018			10,393
Total		$	12,406		$	3,084		$	15,490		$	19,524		$	1,532		$	21,056

(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.

TABLE OF CONTENTS

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)

The Company’s average borrowings and weighted average interest rate, including the effect of non-usage fees, for the three months ended March 31, 2021 were $899,500 and 6.89%, respectively. As of March 31, 2021, the Company’s effective interest rate on borrowings was 6.11%.

The Company’s average borrowings and weighted average interest rate, including the effect of non-usage fees, for the three months ended March 31, 2020 were $1,307,766 and 5.91%, respectively. As of March 31, 2020, the Company’s effective interest rate on borrowings was 5.72%.

Recent events such as the COVID-19 pandemic, global lockdowns and ongoing negotiations regarding production levels between oil producing countries, resulted in lower demand for crude oil and, as a result, lower commodity prices. Although the energy markets have had a notable recovery in the three months ended March, 31, 2021, volatility in the energy markets may persist or worsen. 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 continued impact of the above 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 may 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 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 may continue for some time. These adverse effects have required 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 sold certain investments to satisfy certain margin obligations, and if recent 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 March 31, 2021.

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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)

JPMorgan Facility

On March 29, 2021, the Company made a $185,000 prepayment of outstanding borrowings under its 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. Per the terms of the JPMorgan Facility, the first $45,000 of such prepayment was applied to permanently reduce the outstanding commitments under the JPMorgan Facility. The remaining $140,000 of such prepayment reduced outstanding borrowings, but such amount remains available to be re-drawn at any time, at the option of the Company, in accordance with the terms of the JPMorgan Facility.

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/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 11. Financial Highlights

The following is a schedule of financial highlights of the Company for the three months ended March 31, 2021 and the year ended December 31, 2020:

	Three Months Ended March 31, 2021 (Unaudited)			Year Ended December 31, 2020
Per Share Data:(1)
Net asset value, beginning of period		$	3.25		$	5.43
Results of operations(2)
Net investment income			0.02			0.19
Net realized gain (loss) and unrealized appreciation (depreciation)			0.29			(2.20)
Net increase (decrease) in net assets resulting from operations			0.31			(2.01)
Shareholder distributions(3)
Distributions from net investment income			(0.03)			(0.14)
Distributions representing tax return of capital			—			(0.03)
Net decrease in net assets resulting from shareholder distributions			(0.03)			(0.17)
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		$	3.53		$	3.25
Shares outstanding, end of period			441,638,829			440,020,123
Total return(6)			9.53%			(37.68)%
Total return (without assuming reinvestment of distributions)(6)			9.54%			(37.02)%
Ratio/Supplemental Data:
Net assets, end of period		$	1,560,455		$	1,428,577
Ratio of net investment income to average net assets(7)			2.27%			4.82%
Ratio of total operating expenses to average net assets(7)			7.74%			8.20%
Portfolio turnover(8)			7.87%			26.54%
Total amount of senior securities outstanding, exclusive of treasury securities		$	720,667		$	905,667
Asset coverage per unit(9)			3.17			2.58

(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 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

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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 11. Financial Highlights (Continued)

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 three months ended March 31, 2021 are annualized. Annualized ratios for the three months ended March 31, 2021 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 three months ended March 31, 2021 and year ended December 31, 2020:

			Three Months Ended March 31, 2021 (Unaudited)						Year Ended December 31, 2020
Ratio of interest expense to average net assets					4.06%						4.39%

(8)

Portfolio turnover for the three months ended March 31, 2021 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 the fee offset with 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 March 31, 2021, 65.8% 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 COVID-19 pandemic, global lockdowns and ongoing negotiations regarding production levels between oil producing countries, resulted in lower demand for crude oil and, as a result, lower commodity prices. Although the energy markets have had a notable recovery in the three months ended March, 31, 2021, volatility in the energy markets may persist or worsen. 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 continued impact of the above 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 may 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 may continue for some time. These adverse effects have required and may again 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 have had and are likely to have an adverse effect on our business, financial condition, results of operations and cash flows. Unfavorable economic

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conditions caused by these events can also be expected to increase our funding costs and limit our access to the capital markets. These events 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 recent 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, our board of trustees 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. Although the Company’s board of trustees has not resumed regular cash distributions, the Company’s board of trustees has since declared three cash distributions in 2020 and one cash distribution in 2021, each in the amount of $0.03 per share. Our board of trustees has and will continue to evaluate our ability to pay any distributions in the future. 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 future financial condition, results of operations or cash flows. We do, however, expect that these events may continue to have a negative impact on our business and the financial condition of certain of our portfolio companies.

Portfolio Investment Activity for the Three Months Ended March 31, 2021 and for the Year Ended December 31, 2020

Total Portfolio Activity

The following tables present certain selected information regarding our portfolio investment activity for the three months ended March 31, 2021 and for the year ended December 31, 2020.

Net Investment Activity	For the Three Months Ended March 31, 2021			For the Year Ended December 31, 2020
Purchases		$	175,989		$	687,208
Sales and Repayments			(284,729)			(1,075,528)
Net Portfolio Activity		$	(108,740)		$	(388,320)

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New Investment Activity by Asset Class	For the Three Months Ended March 31, 2021					For the Year Ended December 31, 2020
New Investment Activity by Asset Class	Purchases			Percentage		Purchases			Percentage
Senior Secured Loans – First Lien		$	291		0%		$	221,371		33%
Senior Secured Loans – Second Lien			53,727		31%			19,111		3%
Senior Secured Bonds			50,668		29%			71,267		10%
Unsecured Debt			40,500		23%			113,193		16%
Preferred Equity			13		0%			22,716		3%
Sustainable Infrastructure Investments, LLC			—		—			60,603		9%
Equity/Other			30,790		17%			178,947		26%
Total		$	175,989		100%		$	687,208		100%

The following table summarizes the composition of our investment portfolio at cost and fair value as of March 31, 2021 and December 31, 2020:

	March 31, 2021 (Unaudited)								December 31, 2020
	Amortized Cost(1)			Fair Value			Percentage of Portfolio		Amortized Cost(1)			Fair Value			Percentage of Portfolio
Senior Secured Loans – First Lien		$	643,711		$	612,459		28%		$	649,708		$	607,338		28%
Senior Secured Loans – Second Lien			174,324			171,449		8%			277,018			276,312		13%
Senior Secured Bonds			336,768			364,483		16%			286,082			340,042		16%
Unsecured Debt			240,837			147,912		6%			245,180			134,560		6%
Preferred Equity			634,497			483,015		22%			689,253			471,077		22%
Sustainable Infrastructure Investments, LLC			60,603			59,846		3%			60,603			61,816		3%
Equity/Other			387,491			376,701		17%			367,561			290,331		12%
Total		$	2,478,231		$	2,215,865		100%		$	2,575,405		$	2,181,476		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 March 31, 2021 and December 31, 2020:

	March 31, 2021	December 31, 2020
Number of Portfolio Companies	55	54
% Variable Rate (based on fair value)	30.3%	37.7%
% Fixed Rate (based on fair value)	28.2%	24.6%
% Income Producing Preferred Equity and Equity/Other Investments (based on fair value)	18.6%	24.2%
% Non-Income Producing Preferred Equity and Equity/Other Investments (based on fair value)	22.9%	13.5%
Weighted Average Annual EBITDA of Portfolio Companies	$282,134	$309,742
Weighted Average Purchase Price of Debt Investments (as a % of par value)	84.8%	93.6%
% of Investments on Non-Accrual (based on fair value)	13.7%	8.2%
Gross Portfolio Yield Prior to Leverage (based on amortized cost)	6.0%	7.0%
Gross Portfolio Yield Prior to Leverage (based on amortized cost) – Excluding Non-Income Producing Assets	9.5%	9.7%

Although our board of trustees has not declared or resumed regular cash distributions to shareholders for any period after March 31, 2020, our board of trustees has since declared three cash distributions in 2020 and one cash distribution in 2021, each in the amount of $0.03 per share. 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 in the future. 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 the distributions declared during 2020 of $0.1733 per share, and the price at which we issued shares pursuant to our distribution reinvestment plan of $3.30 per share as of December 31, 2020, the annualized distribution rate to shareholders as of December 31, 2020 was 5.25%. For the three months ended March 31, 2021 and year ended December 31, 2020, our total return was 9.53% and (37.68)%, respectively, and our total return without assuming reinvestment of distributions was 9.54% and (37.02)%, 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, 2020 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 months ended March 31, 2021 and December 31, 2020:

New Direct Originations	For the Three Months Ended March 31, 2021			For the Year Ended December 31, 2020
Total Commitments (including unfunded commitments)		$	68,892		$	541,036
Exited Investments (including partial paydowns)			(72,556)			(601,606)
Net Direct Originations		$	(3,664)		$	(60,570)

	For the Three Months Ended March 31, 2021					For the Year Ended December 31, 2020
New Direct Originations by Asset Class (including Unfunded Commitments)	Commitment Amount			Percentage		Commitment Amount			Percentage
Senior Secured Loans – First Lien		$	291		0%		$	124,119		23%
Senior Secured Loans – Second Lien			—		—			10,420		2%
Senior Secured Bonds			37,811		55%			71,213		13%
Unsecured Debt			—		—			112,848		21%
Preferred Equity			—		—			10,156		2%
Sustainable Infrastructure Investments, LLC			—		—			60,603		11%
Equity/Other			30,790		45%			151,677		28%
Total		$	68,892		100%		$	541,036		100%

	For the Three Months Ended March 31, 2021	For the Year Ended December 31, 2020
Average New Direct Origination Commitment Amount	$17,223	$28,476
Weighted Average Maturity for New Direct Originations	N/A	4/11/23
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of Direct Originations Funded during Period	N/A	8.7%
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of Direct Originations Funded during Period – Excluding Non-Income Producing Assets	8.1%	12.0%
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of Direct Originations Exited during Period	8.7%	8.2%

The following table presents certain selected information regarding our direct originations as of March 31, 2021 and December 31, 2020:

Characteristics of All Direct Originations held in Portfolio	March 31, 2021	December 31, 2020
Number of Portfolio Companies	45	46
Weighted Average Annual EBITDA of Portfolio Companies	$290,790	$310,123
Weighted Average Leverage Through Tranche of Portfolio Companies – Excluding Equity/Other Securities	4.1x	4.3x
% of Investments on Non-Accrual (based on fair value)	16.0%	9.1%
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of Funded Direct Originations	5.8%	7.1%
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of Funded Direct Originations – Excluding Non-Income Producing Assets	12.8%	10.0%

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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 March 31, 2021 and December 31, 2020:

Portfolio Composition by Strategy	March 31, 2021					December 31, 2020
Portfolio Composition by Strategy	Fair Value			Percentage of Portfolio		Fair Value			Percentage of Portfolio
Direct Originations		$	1,896,829		86%		$	1,953,804		90%
Broadly Syndicated/Other			319,036		14%			227,672		10%
Total		$	2,215,865		100%		$	2,181,476		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.

The following table shows the distribution of our investments on the 1 to 5 investment rating scale at fair value as of March 31, 2021 and December 31, 2020:

Investment Rating	March 31, 2021					December 31, 2020
Investment Rating	Fair Value			Percentage of Portfolio		Fair Value			Percentage of Portfolio
1		$	—		—		$	—		—
2			921,305		42%			966,968		44%
3			882,014		40%			888,656		41%
4			138,134		6%			162,251		7%
5			274,412		12%			163,601		8%
Total		$	2,215,865		100%		$	2,181,476		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.

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Results of Operations

Comparison of the Three Months Ended March 31, 2021 and 2020

Revenues

Our investment income for the three months ended March 31, 2021 and 2020 was as follows:

	Three Months Ended March 31,
	2021					2020
	Amount			Percentage of Total Income		Amount			Percentage of Total Income
Interest income		$	29,165		77%		$	71,241		91%
Paid-in-kind interest income			8,480		22%			7,199		9%
Fee income			516		1%			275		0%
Dividend income			—		—			66		0%
Total investment income(1)		$	38,161		100%		$	78,781		100%

(1)

Such revenues represent $26,154 and $60,496 of cash income earned as well as $12,007 and $18,285 in non-cash portions relating to accretion of discount and PIK interest for the three months ended March 31, 2021 and 2020, 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 months ended March 31, 2021 compared to the three months ended March 31, 2020 was primarily due to a combination of factors including an overall decrease in the size 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 months ended March 31, 2021 compared to the three months ended March 31, 2020 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.

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Expenses

Our operating expenses for the three months ended March 31, 2021 and 2020 were as follows:

	Three Months Ended March 31,
	2021			2020
Management fees		$	10,650		$	15,849
Administrative services expenses			1,581			1,058
Share transfer agent fees			718			650
Accounting and administrative fees			186			251
Interest expense			15,490			21,056
Trustees’ fees			207			199
Expenses associated with our independent audit and related fees			111			112
Legal fees			3			460
Printing fees			187			270
Other			371			688
Total operating expenses			29,504			40,593
Less: Management fee offset			(2)			(450)
Net operating expenses		$	29,502		$	40,143

The following table reflects selected expense ratios as a percent of average net assets for the three months ended March 31, 2021 and 2020:

	Three Months Ended March 31,
	2021		2020
Ratio of operating expenses to average net assets		1.94%		1.77%
Ratio of management fee offset to average net assets		(0.00)%		(0.02)%
Ratio of net operating expenses to average net assets		1.94%		1.75%
Ratio of interest expense to average net assets		(1.02)%		(0.92)%
Ratio of net operating expenses, excluding interest expense, to average net assets		0.92%		0.83%

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.

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 $450 for the three months ended March 31, 2021 and 2020, 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 months ended March 31, 2021 and 2020.

Net Investment Income

Our net investment income totaled $8,659 ($0.02 per share) and $38,638 ($0.09 per share) for the three months ended March 31, 2021 and 2020, respectively.

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Net Realized Gains or Losses

Our net realized gains (losses) on investments and swap contracts for the three months ended March 31, 2021 and 2020, were as follows:

	Three Months Ended March 31,
	2021			2020
Net realized gain (loss) on investments(1)		$	(440)		$	(57,503)
Net realized gain (loss) on swap contracts			—			20,250
Total net realized gain (loss)		$	(440)		$	(37,253)

(1)

We sold investments and received principal repayments of $111,368 and $173,361, respectively, during the three months ended March 31, 2021 and $293,904 and $58,270, respectively, during the three months ended March 31, 2020.

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 months ended March 31, 2021 and 2020 were as follows:

	Three Months Ended March 31,
	2021			2020
Net change in unrealized appreciation (depreciation) on investments		$	131,563		$	(758,688)
Net change in unrealized appreciation (depreciation) on swap contracts			—			(6,551)
Net change in unrealized appreciation (depreciation) on foreign currency			4			(26)
Total net change in unrealized appreciation (depreciation)		$	131,567		$	(765,265)

During the three months ended March 31, 2021, the net change in unrealized appreciation (depreciation) on our investments was primarily driven by the performance of our directly originated assets. The change in unrealized appreciation (depreciation) on our investments during the three months ended March 31, 2020 was primarily driven by the performance of our investments due to, among other things, the adverse economic effects of the COVID-19 pandemic and the failure of Saudi Arabia, Russia and other oil producing countries to reach an agreement around crude oil production.

Net Increase (Decrease) in Net Assets Resulting from Operations

For the three months ended March 31, 2021 and 2020, the net increase (decrease) in net assets resulting from operations was $139,786 ($0.32 per share) and $(763,880) ($(1.75) 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 March 31, 2021, we had $78,273 in cash, which we held in custodial accounts and $140,000 in borrowings available under the JPMorgan Facility. As of March 31, 2021, we also had broadly syndicated investments that could be sold to create additional liquidity. As of March 31, 2021, we had three senior secured loan investments with aggregate unfunded commitments of $19,112, one senior secured bond investment with an unfunded commitment of $2,500 and an unfunded commitment of $2,234 to contribute

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capital to Sustainable Infrastructure Investments, LLC. We maintain sufficient cash on hand, available borrowings and 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.

In light of difficult market conditions, we took several steps in 2020 to enhance our liquidity by, among other things, suspending our share repurchase program, suspending regular cash distributions and reducing leverage by paying down borrowings. In addition, FS/EIG Advisor deferred the payment of a portion of the management fee to which it was entitled for investment advisory services provided during the quarterly periods ended March 31, 2020 and June 30, 2020, though FS/EIG Advisor has since received the deferred fees. We believe the net result of such measures resulted in an improved liquidity position for us.

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 March 31, 2021:

Arrangement(1)	Type of Arrangement	Rate(2)	Amount Outstanding			Amount Available			Maturity Date
JPMorgan Facility	Revolving/Term	L+3.00%		$	231,667		$	140,000	February 16, 2023
Senior Secured Notes(3)	Bond	7.50%			489,000			—	August 15, 2023
Total				$	720,667		$	140,000

(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 March 31, 2021, the fair value of the Senior Secured Notes was approximately $493,445.

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,

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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.

In general, when we pay regular cash distributions, we intend to declare them on a quarterly or monthly basis and pay them 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.

Our distribution proceeds have exceeded and in the future may exceed our earnings. Therefore, portions of the distributions that we have made represented, and may make in the future may represent, a return of capital to shareholders, which lowers their tax basis in their common shares. 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.

We intend to make any regular distributions 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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The following table reflects the cash distributions per share that we have declared on our common shares during the three months ended March 31, 2021 and 2020:

	Distribution
For the Three Months Ended	Per Share			Amount
Fiscal 2020
March 31, 2020		$	0.0833		$	36,207
Fiscal 2021
March 31, 2021		$	0.0300		$	13,249

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, specifically the valuation of Level 3 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.

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.

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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 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, PV-10 multiples 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

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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 amount of fees and expenses accrued under these agreements during the three months ended March 31, 2021 and 2020 and for FS/EIG Advisor’s previous election to defer payment of a portion of the base management fee to which it was entitled.

A summary of our significant contractual payment obligations for the repayment of outstanding indebtedness at March 31, 2021 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		$	231,667		—		$	231,667		—		—
Senior Secured Notes(3)	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 March 31, 2021, $140,000 remained unused under the financing arrangements.

(3)

At March 31, 2021, no amounts remained unused under the financing arrangements.

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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 March 31, 2021, 30.3% of our portfolio investments (based on fair value) paid variable interest rates, 28.2% paid fixed interest rates, 18.6% were income producing preferred equity and equity/other investments and the remainder (22.9%) 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. In 2020, the U.S. Federal Reserve and other central banks 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 the JPMorgan Facility, we 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 March 31, 2021 (dollar amounts are presented in thousands):

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 19 basis points		$	(296)		$	(321)		$	25		0.0%
No change			—			—			—		—
Up 100 basis points		$	2,529		$	2,142		$	387		0.4%
Up 300 basis points		$	14,974		$	6,427		$	8,547		8.0%
Up 500 basis points		$	28,061		$	10,711		$	17,350		16.3%

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 three months ended March 31, 2021 and 2020, 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.”

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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 March 31, 2021. 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 March 31, 2021 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.

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 of the Securities Exchange Act of 1934, as amended.
	31.2*			Certification of Chief Financial Officer pursuant to Rule 13a-14 of 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 May 10, 2021.

				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-Q2021 Q1 Quarterly report

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