FS Specialty Lending Fund 10Q 2019 Q2 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 JUNE 30, 2019

☐

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 436,219,231 common shares of beneficial interest outstanding as of August 13, 2019.

TABLE OF CONTENTS

	Page
PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets as of June 30, 2019 (Unaudited) and December 31, 2018		1
Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2019 and 2018		2
Unaudited Consolidated Statements of Changes in Net Assets for the three and six months ended June 30, 2019 and 2018		3
Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018		4
Consolidated Schedules of Investments as of June 30, 2019 (Unaudited) and December 31, 2018		5
Notes to Unaudited Consolidated Financial Statements		20
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		45
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		69

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION

Item 1.

Financial Statements.

FS Energy and Power Fund

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

	June 30, 2019 (Unaudited)			December 31, 2018
Assets
Investments, at fair value
Non-controlled/unaffiliated investments (amortized cost—$3,454,409 and $3,339,313, respectively)		$	3,255,663		$	3,099,252
Non-controlled/affiliated investments (amortized cost—$757,928 and $881,726, respectively)			520,059			622,700
Controlled/affiliated investments (amortized cost—$27,464 and $27,464, respectively)			—			—
Total investments, at fair value (amortized cost—$4,239,801 and $4,248,503, respectively)			3,775,722			3,721,952
Cash			50,630			97,839
Restricted cash			667			667
Receivable for investments sold and repaid			123			15,974
Swap income receivable			600			854
Unrealized appreciation on swap contracts			9,390			20,521
Interest receivable			44,186			33,339
Prepaid expenses and other assets			82			2,370
Total assets		$	3,881,400		$	3,893,516
Liabilities
Payable for investments purchased		$	39,264		$	91,894
Credit facilities payable (net of deferred financing costs of $5,724 and $6,465, respectively)(1)			635,943			625,202
Secured note payable (net of deferred financing costs of $8,365 and $9,146, respectively)(1)			483,270			481,485
Shareholder distributions payable			9,622			9,036
Management fees payable			15,729			16,406
Administrative services expense payable			851			498
Interest payable			16,505			16,228
Swap income payable			46			225
Unrealized depreciation on swap contracts			455			867
Trustees’ fees payable			190			183
Other accrued expenses and liabilities			3,740			3,306
Total liabilities			1,205,615			1,245,330
Commitments and contingencies ($28,104 and $28,104, respectively)(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, 439,384,159 and 440,451,167 shares issued and outstanding, respectively			439			440
Capital in excess of par value			3,740,383			3,746,792
Accumulated earnings (deficit)			(1,065,037)			(1,099,046)
Total shareholders’ equity			2,675,785			2,648,186
Total liabilities and shareholders’ equity		$	3,881,400		$	3,893,516
Net asset value per common share at period end		$	6.09		$	6.01

(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 June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Investment income
From non-controlled/unaffiliated investments:
Interest income		$	73,951		$	62,957		$	151,810		$	129,337
Paid-in-kind interest income			2,456			1,344			4,347			3,734
Fee income			213			910			1,726			7,875
From non-controlled/affiliated investments:
Interest income			9,116			12,279			15,902			23,797
Paid-in-kind interest income			368			582			732			1,211
Fee income			—			—			—			2,091
Total investment income			86,104			78,072			174,517			168,045
Operating expenses
Management fees			16,890			17,118			33,938			35,416
Administrative services expenses			1,252			802			2,045			1,595
Share transfer agent fees			800			650			1,493			1,293
Accounting and administrative fees			281			339			553			700
Interest expense(1)			21,047			14,162			42,786			28,269
Trustees’ fees			190			184			378			634
Other general and administrative expenses			896			900			1,797			1,833
Total operating expenses			41,356			34,155			82,990			69,740
Less: Management fee offset(2)			(1,161)			—			(1,361)			—
Net expenses			40,195			34,155			81,629			69,740
Net investment income			45,909			43,917			92,888			98,305
Realized and unrealized gain/loss
Net realized gain (loss) on investments:
Non-controlled/unaffiliated			(1,032)			(10,564)			(4,344)			(78,444)
Non-controlled/affiliated			407			—			445			—
Net realized gain (loss) on swap contracts			926			—			2,457			—
Net change in unrealized appreciation (depreciation) on investments:
Non-controlled/unaffiliated			(18,311)			37,667			41,315			78,734
Non-controlled/affiliated			5,859			15,882			21,157			(50,901)
Net change in unrealized appreciation (depreciation) on swap contracts			1,587			—			(10,719)			—
Net change in unrealized gain (loss) on foreign currency			(1)			19			—			20
Total net realized and unrealized gain (loss)			(10,565)			43,004			50,311			(50,591)
Net increase (decrease) in net assets resulting from operations		$	35,344		$	86,921		$	143,199		$	47,714
Per share information—basic and diluted
Net increase (decrease) in net assets resulting from operations (Earnings per Share)		$	0.08		$	0.20		$	0.33		$	0.11
Weighted average shares outstanding			437,249,452			439,286,145			437,447,484			439,603,556

(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 June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Operations
Net investment income		$	45,909		$	43,917		$	92,888		$	98,305
Net realized gain (loss) on investments, swap contracts and foreign currency			301			(10,564)			(1,442)			(78,444)
Net change in unrealized appreciation (depreciation) on investments			(12,452)			53,549			62,472			27,833
Net change in unrealized appreciation (depreciation) on swap contracts			1,587			—			(10,719)			—
Net change in unrealized gain (loss) on foreign currency			(1)			19			—			20
Net increase (decrease) in net assets resulting from operations			35,344			86,921			143,199			47,714
Shareholder distributions(1)
Distributions to shareholders			(54,574)			(54,811)			(109,190)			(109,634)
Net decrease in net assets resulting from shareholder distributions			(54,574)			(54,811)			(109,190)			(109,634)
Capital share transactions(2)
Reinvestment of shareholder distributions			26,002			30,050			52,955			61,430
Repurchases of common shares			(28,915)			(31,348)			(59,365)			(91,773)
Net increase (decrease) in net assets resulting from capital share transactions			(2,913)			(1,298)			(6,410)			(30,343)
Total increase (decrease) in net assets			(22,143)			30,812			27,599			(92,263)
Net assets at beginning of period			2,697,928			2,842,967			2,648,186			2,966,042
Net assets at end of period		$	2,675,785		$	2,873,779		$	2,675,785		$	2,873,779

(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)

	Six Months Ended June 30,
	2019			2018
Cash flows from operating activities
Net increase (decrease) in net assets resulting from operations		$	143,199		$	47,714
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases of investments			(547,992)			(706,117)
Paid-in-kind interest			(5,079)			(4,945)
Proceeds from sales and repayments of investments			568,045			1,216,246
Net realized (gain) loss on investments			3,899			78,444
Net change in unrealized (appreciation) depreciation on investments			(62,472)			(27,833)
Net change in unrealized (appreciation) depreciation on swap contracts			10,719			—
Accretion of discount			(10,171)			(6,075)
Amortization of deferred financing costs and discount			3,092			1,032
(Increase) decrease in receivable for investments sold and repaid			15,851			18,523
(Increase) decrease in interest receivable			(10,847)			10,795
(Increase) decrease in expense reimbursement due from sponsor(1)			—			5,945
(Increase) decrease in swap income receivable			254			—
(Increase) decrease in prepaid expenses and other assets			2,288			55
Increase (decrease) in payable for investments purchased			(52,630)			(49,332)
Increase (decrease) in management fees payable			(677)			(4,716)
Increase (decrease) in administrative services expense payable			353			359
Increase (decrease) in swap income payable			(179)			—
Increase (decrease) in interest payable(2)			277			(106)
Increase (decrease) in trustees’ fees payable			7			(68)
Increase (decrease) in other accrued expenses and liabilities			434			(1,002)
Net cash provided by (used in) operating activities			58,371			578,919
Cash flows from financing activities
Repurchases of common shares			(59,365)			(91,773)
Shareholder distributions paid			(55,649)			(50,781)
Borrowings under credit facilities(2)			175,000			115,000
Repayments of credit facilities(2)			(165,000)			(465,000)
Deferred financing costs paid			(566)			—
Net cash provided by (used in) financing activities			(105,580)			(492,554)
Total increase (decrease) in cash			(47,209)			86,365
Cash at beginning of period			98,506			195,376
Cash at end of period(3)		$	51,297		$	281,741
Supplemental disclosure
Reinvestment of shareholder distributions		$	52,955		$	61,430
Non-cash purchase of investments		$	(90,774)		$	(82,320)
Non-cash sales of investments		$	90,774		$	82,320

(1)

See Note 4 for a discussion of expense reimbursements payable to the Company by its former investment adviser and affiliates.

(2)

See Note 9 for a discussion of the Company’s financing arrangements. During the six months ended June 30, 2019 and 2018, the Company paid $39,417 and $27,343, respectively, in interest expense on the financing arrangements and Senior Secured Notes.

(3)

Balance includes cash of $50,630 and restricted cash of $667. Restricted cash is the cash collateral required to be posted pursuant to the Company’s swap contracts.

See notes to unaudited consolidated financial statements.

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FS Energy and Power Fund

Unaudited Consolidated Schedule of Investments
As of June 30, 2019
(in thousands, except share amounts)

Portfolio Company(a)	Footnotes	Industry	Rate(b)	Floor		Maturity	Principal Amount(c)			Amortized Cost			Fair Value(d)
Senior Secured Loans—First Lien—53.7%
Abaco Energy Technologies LLC	(h)	Service & Equipment	L+950		1.0%	11/20/20		$	8,248		$	8,056		$	8,176
Allied Wireline Services, LLC	(w)(x)	Service & Equipment	L+950		1.5%	6/30/20			102,718			102,603			101,177
Altus Power America, Inc.	(h)(w)	Power	L+750		1.5%	9/30/21			95,762			95,762			91,453
Altus Power America, Inc.	(e)(w)	Power	L+750		1.5%	9/30/21			5,488			5,488			5,241
ARB Midstream Operating Company, LLC	(w)(x)	Midstream	L+725		1.0%	11/6/21			3,375			3,362			3,364
Bioenergy Infrastructure Holdings Limited	(k)(w)	Power	L+725		1.0%	12/22/22			921			927			933
Bioenergy Infrastructure Holdings Limited	(e)(k)(w)	Power	L+725		1.0%	12/22/22			543			543			562
Bioenergy Infrastructure Holdings Limited	(e)(k)(w)	Power	L+725		1.0%	12/22/22			544			544			550
Birch Permian LLC	(w)	Upstream	L+800		1.5%	4/12/23			37,500			37,142			37,165
Birch Permian LLC	(e)(w)	Upstream	L+800		1.5%	4/12/23			12,500			12,500			12,388
BL Sand Hills Unit, L.P.	(m)(o)(w)(x)(z)	Upstream	Prime+650		3.5%	12/17/21			20,000			17,369			14,850
Brazos Delaware II LLC	(f)	Midstream	L+400			5/21/25			40,722			39,609			38,380
Cimarron Energy Inc.	(w)(x)	Service & Equipment	L+900		1.0%	6/30/21			7,500			7,500			7,500
Cox Oil Offshore, LLC, Volumetric Production Payments	(w)(x)(y)	Upstream	9.9%			12/31/23			100,000			77,680			81,359
CPV Shore Holdings LLC		Power	L+375			12/29/25			19,199			19,018			19,191
Eagle Midstream Canada Finance Inc.	(k)(w)(x)	Midstream	8.5%, 1.0% PIK, (1.0% Max PIK)			9/27/20			175,000			175,000			174,563
Edgewater Generation LLC		Power	L+375			12/13/25			19,900			19,854			19,892
EIF Van Hook Holdings, LLC	(h)	Midstream	L+525			9/5/24			35,197			34,339			34,039
EPIC Crude Services LP		Midstream	L+500			3/2/26			60,000			58,840			59,213
Felix Investments Holdings II, LLC	(w)	Upstream	L+650		1.0%	8/9/22			5,900			5,874			5,979
FR BR Holdings LLC	(h)(w)	Midstream	L+650			12/14/23			89,628			84,598			87,215
JSS Holdings, Inc.	(h)(w)	Industrials	L+800, 0.0% PIK (2.5% Max PIK)		1.0%	3/31/23			14,977			14,878			15,427
LMBE-MC Holdco II LLC		Power	L+400		1.0%	12/3/25			17,333			17,228			17,355
Lusk Operating LLC	(m)(o)(w)(aa)	Upstream	Prime+500 PIK (8.8% Max PIK)		3.3%	7/30/19			29,297			27,464			—
MB Precision Holdings LLC	(m)(o)(w)(x)(z)	Industrials	L+725, 2.3% PIK (2.3% Max PIK)		1.3%	1/23/21			4,586			4,489			4,586
MECO IV LLC	(h)(w)	Upstream	L+725		1.5%	9/14/21			35,000			34,811			35,089
Navitas Midstream Midland Basin LLC		Midstream	L+450		1.0%	12/13/24			64,415			63,964			62,765
Navitas Midstream Midland Basin LLC (Mirror Tranche)	(w)	Midstream	L+450		1.0%	12/13/24			40,000			38,202			38,200
NNE Holding LLC	(h)(w)	Upstream	L+800			3/2/22			35,000			34,981			34,588
Panda Hummel Station LLC	(f)	Power	L+600		1.0%	10/27/22			18,871			18,325			17,078
Panda Hummel Station LLC		Power	L+600		1.0%	10/27/22			23,828			23,343			21,564
Panda Stonewall LLC	(f)	Power	L+550		1.0%	11/13/21			47,715			47,711			46,761
Panda Stonewall LLC	(f)	Power	L+550		1.0%	11/13/21			11,995			11,915			11,755
Permian Production Partners LLC	(f)(h)(w)	Upstream	L+600		1.0%	5/18/24			44,498			43,097			41,494
Plainfield Renewable Energy Holdings LLC	(w)	Power	10.0%			8/22/25			2,589			2,589			2,277
Plainfield Renewable Energy Holdings LLC, Letter of Credit	(e)(w)	Power	10.0%			8/22/23			2,709			2,709			2,381
Plainfield Renewable Energy Holdings LLC	(w)	Power	15.5%			8/22/25			9,589			9,589			10,085
Power Distribution, Inc.	(w)(x)	Power	L+725		1.3%	1/25/23			28,042			28,042			27,411
Sandy Creek Energy Associates, L.P.		Power	L+400		1.0%	11/9/20			42,913			38,547			39,444

See notes to unaudited consolidated financial statements.

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FS Energy and Power Fund

Unaudited Consolidated Schedule of Investments (Continued)
As of June 30, 2019
(in thousands, except share amounts)

Portfolio Company(a)	Footnotes	Industry	Rate(b)	Floor		Maturity	Principal Amount(c)			Amortized Cost			Fair Value(d)
Swift Worldwide Resources US Holdings Corp.	(h)(w)(x)	Service & Equipment	9.5%, L+150 PIK (L+1.5% Max PIK)		2.5%	7/20/21		$	58,950		$	58,950		$	58,950
Talen Energy Supply LLC		Power	L+400		1.0%	4/13/24			11,354			11,285			11,366
Traverse Midstream Partners LLC	(h)	Midstream	L+400		1.0%	9/27/24			68,578			68,646			67,990
Ultra Resources, Inc.		Upstream	L+375, 0.25% PIK (0.25% Max PIK)		1.0%	4/12/24			47,720			43,171			36,903
Warren Resources, Inc.	(h)(w)(x)(z)	Upstream	L+1000, 1.0% PIK (1.0% Max PIK)		1.0%	5/22/20			27,437			27,437			27,437
Waterbridge Operating LLC		Midstream	L+575		1.0%	6/21/26			25,000			24,376			24,500
Total Senior Secured Loans—First Lien												1,502,357			1,458,596
Unfunded Loan Commitments												(21,784)			(21,784)
Net Senior Secured Loans—First Lien												1,480,573			1,436,812
Senior Secured Loans—Second Lien—22.8%
Aethon III BR LLC	(w)	Upstream	L+675		1.0%	1/10/25			10,000			9,859			10,200
Aethon United BR LP	(h)(w)	Upstream	L+675		1.0%	9/8/23			103,919			102,777			103,416
Aethon United BR LP	(e)(w)	Upstream	L+675		1.0%	9/8/23			23,981			23,981			23,865
Arena Energy, LP	(h)(w)(x)	Upstream	L+1300 PIK (L+1300 Max PIK)		1.0%	1/24/21			114,355			114,355			114,355
Bellatrix Exploration Ltd.	(k)(w)	Upstream	8.5%			9/11/23			22,511			22,511			22,681
Bellatrix Exploration Ltd.	(k)(w)	Upstream	8.5%			9/11/23			54,108			49,399			46,799
Chisholm Oil and Gas Operating, LLC	(h)(w)(x)	Upstream	L+800		1.0%	3/21/24			196,000			196,000			192,752
Chisholm Energy Holdings, LLC	(w)	Upstream	L+625		1.5%	5/15/26			21,429			21,218			20,910
Chisholm Energy Holdings, LLC	(e)(w)	Upstream	L+625		1.5%	5/15/26			8,571			8,571			8,364
Encino Acquisition Partners Holdings LLC		Upstream	L+675		1.0%	10/29/25			25,000			24,465			23,063
Granite Acquisition, Inc.	(x)	Power	L+725		1.0%	12/19/22			22,331			22,099			22,390
Peak Exploration & Production, LLC	(w)	Upstream	L+675		1.5%	11/16/23			13,545			13,478			13,479
Peak Exploration & Production, LLC	(e)(w)	Upstream	L+675		1.5%	11/16/23			1,505			1,505			1,498
Penn Virginia Holdings Corp.	(h)(k)(w)	Upstream	L+700		1.0%	9/29/22			20,000			20,000			19,600
Rosehill Operating Company, LLC	(w)(x)	Upstream	10.0%			1/31/23			1,667			1,653			1,679
SilverBow Resources, Inc.	(h)(k)(w)	Upstream	L+750		1.0%	12/15/24			19,000			18,842			18,909
Titan Energy Operating, LLC	(m)(o)(w)(x)(z)	Upstream	L+1300 PIK (L+1300 Max PIK)		1.0%	2/23/20			137,233			100,902			1,000
Total Senior Secured Loans—Second Lien												751,615			644,960
Unfunded Loan Commitments												(34,057)			(34,057)
Net Senior Secured Loans—Second Lien												717,558			610,903
Senior Secured Bonds—19.1%
Black Swan Energy Ltd.	(h)(k)(w)(x)	Upstream	9.0%			1/20/24			90,000			90,000			88,650
Denbury Resources Inc.	(k)	Upstream	7.5%			2/15/24			12,000			11,994			9,600
Denbury Resources Inc.	(k)	Upstream	9.3%			3/31/22			27,341			28,803			25,769
FourPoint Energy, LLC	(h)(w)(x)(z)	Upstream	9.0%			12/31/21			235,125			230,288			231,598
Sunnova Energy Corp.	(h)(w)(z)	Power	6.0%, 6.0% PIK (6.0% Max PIK)			3/30/21			18,408			18,798			18,846
Talen Energy Supply LLC		Power	7.3%			5/15/27			12,000			12,000			12,330
Velvet Energy Ltd.	(h)(k)(w)	Upstream	9.0%			10/5/23			120,000			120,000			125,400
Total Senior Secured Bonds												511,883			512,193

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Unaudited Consolidated Schedule of Investments (Continued)
As of June 30, 2019
(in thousands, except share amounts)

Portfolio Company(a)	Footnotes	Industry	Rate(b)	Floor		Maturity	Principal Amount(c)			Amortized Cost			Fair Value(d)
Unsecured Debt—13.2%
Bruin E&P Partners, LLC	(x)	Upstream	8.9%			8/1/23		$	12,424		$	12,537		$	10,498
Compressco Partners, LP	(x)	Midstream	7.3%			8/15/22			9,900			9,877			8,935
Covey Park Energy LLC	(x)	Upstream	7.5%			5/15/25			62,289			62,697			45,160
Ferrellgas, L.P.		Midstream	6.5%			5/1/21			13,197			11,611			12,042
Ferrellgas, L.P.		Midstream	6.8%			1/15/22			9,270			8,229			8,250
Global Jet Capital Holdings, LP	(w)(x)	Industrials	15.0% PIK (15.0% Max PIK)			1/30/25			1,062			1,017			1,056
Global Jet Capital Holdings, LP	(w)(x)	Industrials	15.0% PIK (15.0% Max PIK)			4/30/25			6,748			6,463			6,715
Global Jet Capital Holdings, LP	(w)(x)	Industrials	15.0% PIK (15.0% Max PIK)			9/3/25			1,395			1,336			1,388
Global Jet Capital Holdings, LP	(w)(x)	Industrials	15.0% PIK (15.0% Max PIK)			9/29/25			1,313			1,257			1,306
Global Jet Capital Holdings, LP	(w)(x)	Industrials	15.0% PIK (15.0% Max PIK)			12/2/26			1,154			1,106			1,149
Great Western Petroleum, LLC	(w)(x)	Upstream	8.5%			4/15/25			13,636			13,063			11,435
Great Western Petroleum, LLC	(x)	Upstream	9.0%		��	9/30/21			35,830			35,749			29,291
Hammerhead Resources Inc.	(h)(k)(w)(x)	Upstream	9.0%			7/10/22			100,000			98,011			98,130
Lonestar Resources America Inc.	(x)	Upstream	11.3%			1/1/23			37,500			38,426			35,813
Martin Midstream Partners L.P.	(k)(x)	Midstream	7.3%			2/15/21			12,723			12,340			12,675
Moss Creek Resources, LLC	(x)	Upstream	7.3%			1/15/26			36,500			36,060			31,299
Sunnova Energy Corp.	(w)(z)	Power	7.5%			9/30/21			757			757			757
Talen Energy Supply LLC		Power	9.5%			7/15/22			10,365			10,456			11,466
Tenrgys, LLC	(m)(n)(o)(w)(x)	Upstream	L+900		2.5%	12/23/18			75,000			75,000			23,745
Total Unsecured Debt												435,992			351,110

					Number of Shares		Amortized Cost		Fair Value(d)
Preferred Equity—21.3%(l)
Abaco Energy Technologies LLC, Preferred Equity	(o)(w)(x)	Service & Equipment				28,942,003		1,447		15,195
Altus Midstream LP, Series A Preferred Units	(j)(w)(x)	Midstream	7.0%	6/28/26		50,000		50,000		50,000
Altus Power America Holdings, LLC, Preferred Equity	(p)(w)(x)	Power	9.0%, 5.0% PIK (5.0% Max PIK)	10/3/23		29,908,537		29,909		29,609
Global Jet Capital Holdings, LP, Preferred Equity	(o)(w)(x)	Industrials				27,856		2,786		279
Great Western Petroleum, LLC, Preferred Equity	(n)(w)(x)	Upstream	15.5%	12/31/27		36,364		40,671		36,059
Limetree Bay Ventures, LLC, Preferred Equity	(w)(x)	Midstream	13.9%	11/30/24		75,000,000		73,506		68,933
MB Precision Investment Holdings LLC, Class A Preferred Units	(o)(w)(x)(z)	Industrials				8,952,623		1,880		521
NuStar, Preferred Equity	(k)(w)(x)	Midstream	12.8%	6/29/28		5,910,165		148,889		185,648
Rosehill Resources, Inc. Preferred Equity	(o)(w)(x)	Upstream				2,536		2,511		2,679
Segreto Power Holdings, LLC, Preferred Equity	(g)(w)(x)	Power	13.1%	5/8/25		70,297		69,301		77,595
Sunnova Energy Corp., Preferred Equity	(o)(w)(x)(z)	Power				1,117,214		5,948		7,071
Synergy Offshore LLC, Preferred Equity	(m)(o)(v)(w)(x)	Upstream				71,131		93,009		12,377
TE Holdings, LLC, Preferred Equity	(o)(x)	Upstream				1,475,531		14,734		—
USA Compression Partners, LP, Preferred Equity	(k)(w)(x)	Midstream	9.8%	4/3/28		79,336		77,431		84,139
Total Preferred Equity								612,022		570,105

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Unaudited Consolidated Schedule of Investments (Continued)
As of June 30, 2019
(in thousands, except share amounts)

Portfolio Company(a)	Footnotes	Industry	Number of Shares		Amortized Cost			Fair Value(d)
Equity/Other—11.0%(l)
Abaco Energy Technologies LLC, Common Equity	(o)(w)(x)	Service & Equipment		6,944,444		$	6,944		$	2,885
Allied Downhole Technologies, LLC, Common Equity	(n)(o)(w)(x)	Service & Equipment		7,431,113			7,223			966
Allied Downhole Technologies, LLC, Warrants	(n)(o)(w)(x)	Service & Equipment		5,344,680			1,865			695
Ascent Resources Utica Holdings, LLC, Common Equity	(o)(q)(w)(x)	Upstream		148,692,909			44,700			46,987
Bellatrix Exploration Ltd., Warrants	(k)(o)(w)(x)	Upstream		1,533,197			—			261
BL Sand Hills Unit, L.P., Net Profits Interest	(o)(s)(w)(x)(z)	Upstream		N/A			5,180			—
BL Sand Hills Unit, L.P., Overriding Royalty Interest	(s)(w)(x)(z)	Upstream		N/A			740			446
BL Sand Hills Unit, L.P., Series A Units	(g)(o)(w)(x)(z)	Upstream		29,117			24,019			—
Chisholm Oil and Gas, LLC, Series A Units	(g)(o)(w)(x)	Upstream		14,700,000			14,700			6,829
Cimarron Energy Holdco Inc., Common Equity	(o)(w)(x)	Service & Equipment		4,302,293			3,950			176
Cimarron Energy Holdco Inc., Participation Option	(o)(w)(x)	Service & Equipment		25,000,000			1,289			1,025
FourPoint Energy, LLC, Common Equity, Class C-II-A Units	(n)(o)(w)(x)(z)	Upstream		66,000			66,000			15,238
FourPoint Energy, LLC, Common Equity, Class D Units	(n)(o)(w)(x)(z)	Upstream		12,374			8,176			2,886
FourPoint Energy, LLC, Common Equity, Class E-II Units	(g)(o)(w)(x)(z)	Upstream		150,937			37,734			34,848
FourPoint Energy, LLC, Common Equity, Class E-III Units	(g)(n)(o)(w)(x)(z)	Upstream		222,750			55,688			51,427
Harvest Oil & Gas Corp., Common Equity	(o)(x)(z)	Upstream		1,350,620			29,714			18,031
JSS Holdco, LLC, Net Profits Interest	(o)(w)(x)	Industrials		N/A			—			83
Limetree Bay Ventures, LLC, Common Equity	(o)(w)(x)	Midstream		13,486			3,406			3,836
Lusk Operating LLC, Common Equity	(o)(r)(w)(aa)	Upstream		2,000			—			—
MB Precision Investment Holdings LLC, Class A-2 Units	(n)(o)(w)	Industrials		1,426,110			490			—
PDI Parent LLC, Common Equity	(o)(w)(x)	Power		1,941,431			1,663			592
Ridgeback Resources Inc., Common Equity	(k)(o)(t)(w)(x)(z)	Upstream		9,599,928			58,985			52,066
Sunnova Energy Corp., Common Equity	(o)(w)(x)(z)	Power		6,667,368			25,026			27,170
Swift Worldwide Resources Holdco Limited, Common Equity	(k)(o)(u)(w)(x)	Service & Equipment		3,750,000			6,029			1,913
TE Holdings, LLC, Common Equity	(g)(o)(x)	Upstream		2,225,950			18,921			2,226
The Brock Group, Inc., Common Equity	(o)(w)(x)	Service & Equipment		786,094			15,617			8,718
Titan Energy, LLC, Common Equity	(o)(x)(z)	Upstream		555,496			17,554			21
USA Compression Partners, LP, Warrants (Market)	(k)(o)(w)(x)	Midstream		793,359			555			1,724
USA Compression Partners, LP, Warrants (Premium)	(k)(o)(w)(x)	Midstream		1,586,719			714			2,290
Warren Resources, Inc., Common Equity	(o)(w)(x)(z)	Upstream		4,415,749			20,754			11,260
White Star Petroleum Holdings, LLC, Common Equity	(g)(o)(w)(x)	Upstream		4,867,084			4,137			—
Total Equity/Other							481,773			294,599
TOTAL INVESTMENTS—141.1%						$	4,239,801			3,775,722
LIABILITIES IN EXCESS OF OTHER ASSETS—(41.1%)	(i)									(1,099,937)
NET ASSETS—100.0%									$	2,675,785

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Unaudited Consolidated Schedule of Investments (Continued)
As of June 30, 2019
(in thousands, except share amounts)

Derivative Instruments Swap Contracts—Crude Oil(y)
Counterparty	Type	Location	Period	Bbls		Weighted Average Price ($/Bbls)	Unrealized Appreciation			Unrealized Depreciation
BP Energy Company	Fixed	NYMEX WTI	July 1, 2019–December 31, 2023		1,205,372	$62.84		$	8,685		$	—
BP Energy Company	Basis	NYMEX WTI/Argus LLS	July 1, 2019–December 31, 2023		1,110,608	$3.21			192			396
Macquarie Bank Limited	Basis	NYMEX WTI/Argus LLS	July 1, 2019–December 31, 2019		94,731	$5.38			132			—
Total Swap Contracts—Crude Oil									9,009			396

Swap Contracts—Natural Gas(y) Counterparty	Type	Location	Period	MMBtu		Weighted Average Price ($/MMBtu)	Unrealized Appreciation			Unrealized Depreciation
Macquarie Bank Limited	Fixed	NYMEX Henry Hub	July 1, 2019–December 31, 2023		3,170,595	$2.64		$	381		$	59
Total Swap Contracts—Natural Gas									381			59
TOTAL SWAP CONTRACTS								$	9,390		$	455

Abbreviations

Bbls—Barrels

MMBtu—One million British thermal units

(a)

Security may be an obligation of one or more entities affiliated with the named company.

(b)

Certain variable rate securities in the Company’s portfolio bear interest at a rate determined by a publicly disclosed base rate plus a basis point spread. As of June 30, 2019, the three-month London Interbank Offered Rate, or LIBOR, was 2.32% and the U.S. Prime Lending Rate, or Prime, was 5.50%. PIK means paid-in-kind. PIK income accruals may be adjusted based on the fair value of the underlying investment.

(c)

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

(d)

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

(e)

Security is an unfunded commitment. The stated rate reflects the spread disclosed at the time of commitment and may not indicate the actual rate received upon funding.

(f)

Position or portion thereof unsettled as of June 30, 2019.

(g)

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

(h)

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

(i)

Includes the effect of swap contracts.

(j)

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

(k)

The investment is not a qualifying asset under the Investment Company Act of 1940, as amended, or the 1940 Act. A business development company may not acquire any asset other than a qualifying asset, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the business development company’s total assets. As of June 30, 2019, 75.0% of the Company’s total assets represented qualifying assets.

(l)

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

(m)

Security was on non-accrual status as of June 30, 2019.

(n)

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

(o)

Security is non-income producing.

(p)

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

(q)

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

(r)

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

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Unaudited Consolidated Schedule of Investments (Continued)
As of June 30, 2019
(in thousands, except share amounts)

(s)

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

(t)

Investment denominated in Canadian dollars. Amortized cost and fair value are converted into U.S. dollars as of June 30, 2019.

(u)

Investment denominated in British pounds. Amortized cost and fair value are converted into U.S. dollars as of June 30, 2019.

(v)

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

(w)

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

(x)

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

(y)

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

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Unaudited Consolidated Schedule of Investments (Continued)
As of June 30, 2019
(in thousands, except share amounts)

(z)

Under the 1940 Act, the Company generally is deemed to be an “affiliated person” of a portfolio company if it owns 5% or more of the portfolio company’s voting securities and generally is deemed to “control” a portfolio company if it owns more than 25% of the portfolio company’s voting securities or it has the power to exercise control over the management or policies of such portfolio company. As of June 30, 2019, the Company held investments in portfolio companies of which it is deemed to be an “affiliated person” but is not deemed to “control”. The following table presents certain information with respect to such portfolio companies for the six months ended June 30, 2019:

Portfolio Company	Fair Value at December 31, 2018			Purchases, Paid-in-Kind Interest and Transfers In			Sales, Repayments and Transfers Out			Accretion of Discount			Net Realized Gain (Loss)			Net Change in Unrealized Appreciation (Depreciation)			Fair Value at June 30, 2019			Interest Income(1)			PIK Income(1)
Senior Secured Loans—First Lien
Altus Power America, Inc.		$	83,247		$	—		$	(85,939)		$	—		$	—		$	2,692		$	—		$	—		$	—
BL Sand Hills Unit, L.P.			20,000			—			—			—			—			(5,150)			14,850			993			—
MB Precision Holdings LLC			4,573			52			(75)			161			38			(163)			4,586			439			52
Warren Resources, Inc.			27,297			140			—			—			—			—			27,437			1,613			140
Senior Secured Loans—Second Lien
Titan Energy Operating, LLC			12,411			—			—			—			—			(11,411)			1,000			—			—
Senior Secured Bonds
FourPoint Energy, LLC			231,010			—			—			1,221			—			(633)			231,598			11,919			—
Sunnova Energy Corp.			17,757			19,419			(18,847)			(49)			407			159			18,846			937			540
Unsecured Debt
Sunnova Energy Corp.			—			757			—			—			—			—			757			—			—
Preferred Equity
Altus Power America Holdings, LLC, Preferred Equity			28,217			—			(28,646)			—			—			429			—			—			—
MB Precision Investment Holdings LLC, Class A Preferred Units			1,248			37			—			—			—			(764)			521			—			—
Sunnova Energy Corp., Preferred Equity			6,134			—			—			—			—			937			7,071			1			—
Equity/Other
Altus Power America Holdings, LLC, Common Equity			2,183			—			(12,474)			—			—			10,291			—			—			—
BL Sand Hills Unit, L.P., Net Profits Interest			1,150			—			—			—			—			(1,150)			—			—			—
BL Sand Hills Unit, L.P., Overriding Royalty Interest			738			—			—			—			—			(292)			446			—			—
BL Sand Hills Unit, L.P., Series A Units			3,239			—			—			—			—			(3,239)			—			—			—
FourPoint Energy, LLC, Common Equity, Class C-II-A Units			14,768			—			—			—			—			470			15,238			—			—
FourPoint Energy, LLC, Common Equity, Class D Units			2,800			—			—			—			—			86			2,886			—			—
FourPoint Energy, LLC, Common Equity, Class E-II Units			33,772			—			—			—			—			1,076			34,848			—			—
FourPoint Energy, LLC, Common Equity, Class E-III Units			49,840			—			—			—			—			1,587			51,427			—			—
Harvest Oil & Gas Corp., Common Equity			24,284			—			—			—			—			(6,253)			18,031			—			—
MB Precision Investment Holdings LLC, Class A-2 Units			—			—			—			—			—			—			—			—			—
Ridgeback Resources Inc., Common Equity			47,488			—			—			—			—			4,578			52,066			—			—
Sunnova Energy Corp., Common Equity			—			—			—			—			—			27,170			27,170			—			—
Titan Energy, LLC, Common Equity			167			—			—			—			—			(146)			21			—			—
Warren Resources, Inc., Common Equity			10,377			—			—			—			—			883			11,260			—			—
		$	622,700		$	20,405		$	(145,981)		$	1,333		$	445		$	21,157		$	520,059		$	15,902		$	732

(1)

Interest and PIK income presented for the six months ended June 30, 2019.

(aa)

Under the 1940 Act, the Company generally is deemed to “control” a portfolio company if it owns more than 25% of the portfolio company’s voting securities or it has the power to exercise control over the management or policies of such portfolio company. As of June 30, 2019, the Company held investments in Lusk Operating LLC, which it is deemed to be an “affiliated person” of and deemed to “control.” The fair value as of June 30, 2019 was $0 for the Company’s senior secured loan and common equity investments in Lusk Operating, LLC. The company did not purchase, sell, accrue income or realize a gain (loss) for the Company’s senior secured loan and common equity investments in Lusk Operating, LLC for the six months ended June 30, 2019.

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Consolidated Schedule of Investments
As of December 31, 2018
(in thousands, except share amounts)

Portfolio Company(a)	Footnotes	Industry	Rate(b)	Floor		Maturity	Principal Amount(c)			Amortized Cost			Fair Value(d)
Senior Secured Loans—First Lien—44.4%
Abaco Energy Technologies LLC	(h)	Service & Equipment	L+950		1.0%	11/20/20		$	14,281		$	13,814		$	14,121
Allied Wireline Services, LLC	(w)(x)	Service & Equipment	L+950		1.5%	6/30/20			105,600			105,505			104,148
Altus Power America, Inc.	(h)(w)(z)	Power	L+750		1.5%	9/30/21			85,939			85,939			83,361
Altus Power America, Inc.	(e)(w)(z)	Power	L+750		1.5%	9/30/21			3,787			3,787			3,673
ARB Midstream Operating Company, LLC	(w)(x)	Midstream	L+725		1.0%	11/6/21			3,557			3,540			3,502
Bioenergy Infrastructure Holdings Limited	(k)(w)	Power	L+725		1.0%	12/22/22			957			951			947
Bioenergy Infrastructure Holdings Limited	(e)(k)(w)	Power	L+725		1.0%	12/22/22			543			543			537
Bioenergy Infrastructure Holdings Limited	(e)(k)(w)	Power	L+725		1.0%	12/22/22			544			544			537
BL Sand Hills Unit, L.P.	(w)(x)(z)	Upstream	Prime+650		3.5%	12/17/21			20,000			17,369			20,000
Brazos Delaware II LLC		Midstream	L+400			5/29/25			34,912			34,142			32,148
Cimarron Energy Inc.	(o)(w)(x)	Service & Equipment	L+900 PIK (L+900 Max PIK)		1.0%	6/30/21			7,500			7,500			7,500
Cox Oil Offshore, LLC, Volumetric Production Payments	(w)(x)(y)	Upstream	9.9%			12/31/23			100,000			93,401			81,750
CPV Shore Holdings LLC	(f)	Power	L+375			12/14/25			20,000			19,800			19,775
Eagle Midstream Canada Finance Inc.	(k)(w)(x)	Midstream	8.5%, 1.0% PIK (1.0% Max PIK)			9/27/20			175,000			175,000			171,281
Edgewater Generation LLC		Power	L+375			11/16/25			20,000			19,951			19,625
EIF Van Hook Holdings, LLC		Midstream	L+525			9/5/24			24,844			24,360			24,192
Felix Investments Holdings II, LLC	(w)	Upstream	L+650		1.0%	8/9/22			3,933			3,925			3,960
Fortis Minerals Intermediate Holdings, LLC	(w)	Upstream	L+625		1.0%	2/16/25			18,760			18,656			18,919
Fortis Minerals Intermediate Holdings, LLC	(e)(w)	Upstream	L+625		1.0%	2/16/25			28,140			28,140			28,379
Industrial Group Intermediate Holdings, LLC	(h)(w)(x)	Industrials	L+800		1.3%	5/31/20			20,972			20,972			20,841
JSS Holdings, Inc.	(h)(w)	Industrials	L+800, 0.0% PIK (2.5% Max PIK)		1.0%	3/31/23			14,938			14,827			15,386
LMBE-MC Holdco II LLC	(f)	Power	L+400		1.0%	11/15/25			24,100			23,957			23,980
Lusk Operating LLC	(m)(o)(w)(x)(aa)	Upstream	Prime+500 PIK (8.8% Max PIK)		3.3%	1/31/19			29,297			27,464			—
MB Precision Holdings LLC	(m)(o)(w)(x)(z)	Industrials	L+725, 2.3% PIK (2.3% Max PIK)		1.3%	1/23/21			4,573			4,313			4,573
MECO IV LLC	(h)(w)	Upstream	L+725		1.5%	9/14/21			22,750			22,526			22,336
MECO IV LLC	(e)(w)	Upstream	L+725		1.5%	9/14/21			12,250			12,250			12,027
Navitas Midstream Midland Basin LLC	(f)	Midstream	L+450		1.0%	12/13/24			39,679			39,724			38,092
NNE Holding LLC	(h)(w)	Upstream	L+800			3/2/22			35,000			34,978			34,129
ORYX Southern Delaware Holdings		Midstream	L+325		1.0%	2/28/25			17,860			17,942			16,610
Panda Hummel Station LLC	(f)	Power	L+600		1.0%	10/27/22			23,915			23,349			22,958
Panda Hummel Station LLC	(f)	Power	L+600		1.0%	10/27/22			9,860			9,700			9,466
Panda Stonewall LLC	(f)	Power	L+550		1.0%	11/13/21			29,924			30,119			29,775
Permian Production Partners LLC	(h)(w)	Upstream	L+600		1.0%	5/18/24			42,257			41,516			41,411
Plainfield Renewable Energy Holdings LLC	(w)	Power	10.0%			8/22/25			2,589			2,589			2,568
Plainfield Renewable Energy Holdings LLC, Letter of Credit	(e)(w)	Power	10.0%			8/22/23			2,709			2,709			2,687
Plainfield Renewable Energy Holdings LLC	(w)	Power	15.5%			8/22/25			9,589			9,589			9,527
Power Distribution, Inc.	(w)(x)	Power	L+725		1.3%	1/25/23			29,347			29,347			29,347
Sandy Creek Energy Associates, L.P.	(f)	Power	L+400		1.0%	11/9/20			16,290			14,464			14,152
Strike, LLC	(h)	Midstream	L+800		1.0%	11/30/22			22,500			22,015			22,527

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Consolidated Schedule of Investments (Continued)
As of December 31, 2018
(in thousands, except share amounts)

Portfolio Company(a)	Footnotes	Industry	Rate(b)	Floor		Maturity	Principal Amount(c)			Amortized Cost			Fair Value(d)
Swift Worldwide Resources US Holdings Corp.	(h)(w)(x)	Service & Equipment	L+1000, 1.0% PIK (1.0% Max PIK)		1.0%	7/20/21		$	58,475		$	58,475		$	58,475
Traverse Midstream Partners LLC	(f)(h)	Midstream	L+400		1.0%	9/27/24			94,172			94,346			90,640
Ultra Resources, Inc.	(f)	Upstream	L+400		1.0%	4/12/24			42,000			37,917			37,695
Warren Resources, Inc.	(h)(w)(x)(z)	Upstream	L+1000, 1.0% PIK (1.0% Max PIK)		1.0%	5/22/20			27,297			27,297			27,297
Total Senior Secured Loans—First Lien												1,279,252			1,224,854
Unfunded Loan Commitments												(47,973)			(47,973)
Net Senior Secured Loans—First Lien												1,231,279			1,176,881
Senior Secured Loans—Second Lien—21.9%
Aethon United BR LP	(h)(w)	Upstream	L+675		1.0%	9/8/23			103,919			102,671			103,503
Aethon United BR LP	(e)(w)	Upstream	L+675		1.0%	9/8/23			23,981			23,981			23,885
Arena Energy, LP	(h)(w)(x)	Upstream	L+900, 4.0% PIK (4.0% Max PIK)		1.0%	1/24/21			112,114			112,114			112,114
Bellatrix Exploration Ltd.	(k)(w)(x)	Upstream	8.5%			7/26/23			22,511			22,511			22,442
Bellatrix Exploration Ltd.	(e)(k)(w)(x)	Upstream	8.5%			7/26/23			7,504			7,504			7,481
Bellatrix Exploration Ltd.	(k)(w)	Upstream	8.5%			7/26/23			54,108			49,005			47,841
Chisholm Oil and Gas Operating, LLC	(h)(w)(x)	Upstream	L+800		1.0%	3/21/24			196,000			196,000			193,683
Encino Acquisition Partners Holdings LLC		Upstream	L+675		1.0%	9/26/25			20,000			19,804			19,100
Granite Acquisition, Inc.	(x)	Power	L+725		1.0%	12/19/22			22,331			22,072			21,872
Peak Exploration & Production, LLC	(w)	Upstream	L+675		1.5%	11/16/23			7,525			7,451			7,404
Peak Exploration & Production, LLC	(e)(w)	Upstream	L+675		1.5%	11/16/23			7,525			7,525			7,404
Penn Virginia Holdings Corp.	(h)(k)(w)	Upstream	L+700		1.0%	9/29/22			20,000			20,000			19,650
Rosehill Operating Company, LLC	(w)(x)	Upstream	10.0%			1/31/23			1,667			1,652			1,649
SilverBow Resources, Inc.	(h)(k)(w)	Upstream	L+750		1.0%	12/15/24			19,000			18,832			18,715
Titan Energy Operating, LLC	(m)(o)(w)(x)(z)	Upstream	L+1300 PIK (L+1300 Max PIK)		1.0%	2/23/20			133,445			100,902			12,411
Total Senior Secured Loans—Second Lien												712,024			619,154
Unfunded Loan Commitments												(39,010)			(39,010)
Net Senior Secured Loans—Second Lien												673,014			580,144
Senior Secured Bonds—18.6%
Black Swan Energy Ltd.	(h)(k)(w)(x)	Upstream	9.0%			1/20/24			90,000			90,000			86,850
Denbury Resources Inc.	(k)	Upstream	7.5%			2/15/24			12,000			11,994			9,675
Denbury Resources Inc.	(k)	Upstream	9.3%			3/31/22			27,341			29,041			25,666
FourPoint Energy, LLC	(h)(i)(w)(x)(z)	Upstream	9.0%			12/31/21			235,125			229,067			231,010
Sunnova Energy Corp.	(h)(w)(z)	Power	6.0%, 6.0% PIK (6.0% Max PIK)			7/31/19			17,868			17,868			17,757
Velvet Energy Ltd.	(h)(k)(w)	Upstream	9.0%			10/5/23			120,000			120,000			120,958
Total Senior Secured Bonds												497,970			491,916

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Consolidated Schedule of Investments (Continued)
As of December 31, 2018
(in thousands, except share amounts)

Portfolio Company(a)	Footnotes	Industry	Rate(b)	Floor		Maturity	Principal Amount(c)			Amortized Cost			Fair Value(d)
Unsecured Debt—26.7%
Amerigas—Amerigas Partners, L.P.	(k)(x)	Midstream	5.8%			5/20/27		$	13,267		$	13,038		$	11,874
Amerigas—Amerigas Partners, L.P.	(k)(x)	Midstream	5.9%			8/20/26			4,508			4,462			4,080
Archrock Partners, L.P.	(k)	Midstream	6.0%			10/1/22			26,333			26,536			25,436
Archrock Partners, L.P.	(k)	Midstream	6.0%			4/1/21			5,690			5,728			5,534
Ascent Resources Utica Holdings, LLC	(x)	Upstream	10.0%			4/1/22			97,701			97,701			99,988
Bruin E&P Partners, LLC	(x)	Upstream	8.9%			8/1/23			36,250			35,782			32,444
Canbriam Energy Inc.	(h)(k)(x)	Upstream	9.8%			11/15/19			109,790			108,872			96,341
Compressco Partners, LP	(x)	Midstream	7.3%			8/15/22			13,050			13,006			11,615
Covey Park Energy LLC	(x)	Upstream	7.5%			5/15/25			62,289			62,725			54,269
Ferrellgas, L.P.		Midstream	6.5%			5/1/21			3,000			2,501			2,499
Global Jet Capital Holdings, LP	(w)(x)	Industrials	15.0% PIK (15.0% Max PIK)			1/30/25			986			971			986
Global Jet Capital Holdings, LP	(w)(x)	Industrials	15.0% PIK (15.0% Max PIK)			4/30/25			6,267			6,174			6,267
Global Jet Capital Holdings, LP	(w)(x)	Industrials	15.0% PIK (15.0% Max PIK)			9/3/25			1,295			1,276			1,295
Global Jet Capital Holdings, LP	(w)(x)	Industrials	15.0% PIK (15.0% Max PIK)			9/29/25			1,219			1,201			1,219
Global Jet Capital Holdings, LP	(w)(x)	Industrials	15.0% PIK (15.0% Max PIK)			12/2/26			1,072			1,056			1,072
Great Western Petroleum, LLC	(w)(x)	Upstream	8.5%			4/15/25			13,636			13,026			11,967
Great Western Petroleum, LLC	(w)(x)	Upstream	9.0%			9/30/21			35,830			35,735			31,665
Hammerhead Resources Inc.	(h)(k)(x)	Upstream	9.0%			7/10/22			100,000			97,739			95,000
Hilcorp Energy I, L.P.		Upstream	5.0%			12/1/24			23,418			22,514			20,892
Hilcorp Energy I, L.P.		Upstream	5.8%			10/1/25			12,067			12,038			10,772
Lonestar Resources America Inc.	(x)	Upstream	11.3%			1/1/23			37,500			38,537			35,437
Martin Midstream Partners L.P.	(k)(x)	Midstream	7.3%			2/15/21			12,723			12,235			12,300
Moss Creek Resources, LLC	(x)	Upstream	7.5%			1/15/26			55,500			55,035			48,400
Suburban Propane Partners LP	(k)	Midstream	5.8%			3/1/25			8,433			8,217			7,811
Suburban Propane Partners LP	(k)	Midstream	5.9%			3/1/27			37,758			35,572			33,368
Talen Energy Supply LLC		Power	9.5%			7/15/22			10,365			10,469			10,459
Tenrgys, LLC	(i)(m)(o)(w)(x)	Upstream	L+900		2.5%	12/23/18			75,000			75,000			33,100
Total Unsecured Debt												797,146			706,090

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Consolidated Schedule of Investments (Continued)
As of December 31, 2018
(in thousands, except share amounts)

Portfolio Company(a)	Footnotes	Industry	Rate(b)	Maturity	Number of Shares		Amortized Cost			Fair Value(d)
Preferred Equity—18.9%(l)
Abaco Energy Technologies LLC, Preferred Equity	(o)(w)(x)	Service & Equipment				28,942,003		$	1,447		$	15,195
Altus Power America Holdings, LLC, Preferred Equity	(i)(p)(w)(x)(z)	Power	9.0%, 5.0% PIK (5.0% Max PIK)	10/3/23		28,646,341			28,646			28,217
Global Jet Capital Holdings, LP, Preferred Equity	(o)(w)(x)	Industrials				2,785,562			2,786			390
Great Western Petroleum, LLC, Preferred Equity	(i)(n)(w)(x)	Upstream	15.5%	12/31/27		36,363			38,480			36,424
Limetree Bay Ventures, LLC, Preferred Equity	(w)(x)	Midstream	13.9%	11/30/24		75,000,000			71,878			71,594
MB Precision Investment Holdings LLC, Class A Preferred Units	(o)(w)(x)(z)	Industrials				8,952,623			1,843			1,248
NuStar, Preferred Equity	(k)(w)(x)	Midstream	12.8%	6/29/28		5,910,165			146,794			160,981
Rosehill Resources, Inc. Preferred Equity	(o)(w)(x)	Upstream				2,536			2,511			2,555
Segreto Power Holdings, LLC, Preferred Equity	(g)(w)(x)	Power	13.1%	5/8/25		70,297			69,242			74,131
Sunnova Energy Corp., Preferred Equity	(o)(w)(x)(z)	Power				1,117,214			5,948			6,134
Synergy Offshore LLC, Preferred Equity	(i)(m)(o)(v)(w)(x)	Upstream				71,131			93,009			20,486
TE Holdings, LLC, Preferred Equity	(o)(x)	Upstream				1,475,531			14,734			4,427
USA Compression Partners, LP, Preferred Equity	(k)(w)(x)	Midstream	9.8%	4/3/28		79,336			77,334			80,812
Total Preferred Equity									554,652			502,594

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Consolidated Schedule of Investments (Continued)
As of December 31, 2018
(in thousands, except share amounts)

Portfolio Company(a)	Footnotes	Industry	Number of Shares		Amortized Cost			Fair Value(d)
Equity/Other—10.0%(l)
Abaco Energy Technologies LLC, Common Equity	(o)(w)(x)	Service & Equipment		6,944,444		$	6,944		$	2,951
Allied Downhole Technologies, LLC, Common Equity	(i)(n)(o)(w)(x)	Service & Equipment		7,431,113			7,223			6,316
Allied Downhole Technologies, LLC, Warrants, 2/28/29	(i)(n)(o)(w)(x)	Service & Equipment		5,344,680			1,865			4,543
Altus Power America Holdings, LLC, Common Equity	(i)(o)(w)(x)(z)	Power		12,474,205			12,474			2,183
Ascent Resources Utica Holdings, LLC, Common Equity	(o)(q)(w)(x)	Upstream		148,692,909			44,700			41,337
BL Sand Hills Unit, L.P., Net Profits Interest	(o)(s)(w)(x)(z)	Upstream		N/A			5,180			1,150
BL Sand Hills Unit, L.P., Overriding Royalty Interest	(s)(w)(x)(z)	Upstream		N/A			740			738
BL Sand Hills Unit, L.P., Series A Units	(g)(o)(w)(x)(z)	Upstream		29,117			24,019			3,239
Chisholm Oil and Gas, LLC, Series A Units	(g)(o)(w)(x)	Upstream		14,700,000			14,700			6,273
Cimarron Energy Holdco Inc., Common Equity	(o)(w)(x)	Service & Equipment		4,302,293			3,950			194
Cimarron Energy Holdco Inc., Participation Option	(o)(w)(x)	Service & Equipment		25,000,000			1,289			1,125
FourPoint Energy, LLC, Common Equity, Class C-II-A Units	(i)(n)(o)(w)(x)(z)	Upstream		66,000			66,000			14,768
FourPoint Energy, LLC, Common Equity, Class D Units	(i)(n)(o)(w)(x)(z)	Upstream		12,374			8,176			2,800
FourPoint Energy, LLC, Common Equity, Class E-II Units	(g)(o)(w)(x)(z)	Upstream		150,937			37,734			33,772
FourPoint Energy, LLC, Common Equity, Class E-III Units	(g)(i)(n)(o)(w)(x)(z)	Upstream		222,750			55,688			49,840
Harvest Oil & Gas Corp., Common Equity	(o)(x)(z)	Upstream		1,350,620			29,714			24,284
Industrial Group Intermediate Holdings, LLC, Common Equity	(i)(n)(o)(w)(x)	Industrials		472,755			473			284
JSS Holdco, LLC, Net Profits Interest	(o)(w)(x)	Industrials		N/A			—			97
Limetree Bay Ventures, LLC, Common Equity	(o)(w)(x)	Midstream		13,486			3,406			3,406
Lusk Operating LLC, Common Equity	(o)(r)(w)(x)(aa)	Upstream		2,000			—			—
MB Precision Investment Holdings LLC, Class A-2 Units	(i)(n)(o)(w)(x)(z)	Industrials		1,426,110			490			—
PDI Parent LLC, Common Equity	(o)(w)(x)	Power		1,384,615			1,385			727
Ridgeback Resources Inc., Common Equity	(j)(k)(o)(t)(w)(x)(z)	Upstream		9,599,928			58,985			47,488
Sunnova Energy Corp., Common Equity	(o)(w)(x)(z)	Power		6,667,368			25,026			—
Swift Worldwide Resources Holdco Limited, Common Equity	(k)(o)(u)(w)(x)	Service & Equipment		3,750,000			6,029			1,875
TE Holdings, LLC, Common Equity	(g)(o)(x)	Upstream		2,225,950			18,921			1,391
The Brock Group, Inc., Common Equity	(j)(o)(w)(x)	Service & Equipment		786,094			15,617			—
Titan Energy, LLC, Common Equity	(o)(x)(z)	Upstream		555,496			17,554			167
USA Compression Partners, LP, Warrants (Market), 4/3/28	(k)(o)(w)(x)	Midstream		793,359			555			627
USA Compression Partners, LP, Warrants (Premium), 4/3/28	(k)(o)(w)(x)	Midstream		1,586,719			714			793
Warren Resources, Inc., Common Equity	(j)(o)(w)(x)(z)	Upstream		4,415,749			20,754			10,377
White Star Petroleum Holdings, LLC, Common Equity	(g)(o)(w)(x)	Upstream		4,867,084			4,137			1,582
Total Equity/Other							494,442			264,327
TOTAL INVESTMENTS—140.5%						$	4,248,503			3,721,952
LIABILITIES IN EXCESS OF OTHER ASSETS—(40.5%)	(bb)									(1,073,766)
NET ASSETS—100.0%									$	2,648,186

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Consolidated Schedule of Investments (Continued)
As of December 31, 2018
(in thousands, except share amounts)

Derivative Instruments Swap Contracts—Crude Oil(y)
Counterparty	Type	Location	Period	Bbls		Weighted Average Price ($/Bbls)	Unrealized Appreciation			Unrealized Depreciation
BP Energy Company	Fixed	NYMEX WTI	January 1, 2019–December 31, 2023		1,441,514	$63.88		$	20,162		$	—
BP Energy Company	Basis	NYMEX WTI/Argus LLS	January 1, 2019–December 31, 2023		1,233,639	3.42			149			672
Macquarie Bank Limited	Basis	NYMEX WTI/Argus LLS	January 1, 2019–December 31, 2019		207,837	5.38			130			—
Total Swap Contracts—Crude Oil									20,441			672

Swap Contracts—Natural Gas(y) Counterparty	Type	Location	Period	MMBtu		Weighted Average Price ($/MMBtu)	Unrealized Appreciation			Unrealized Depreciation
Macquarie Bank Limited	Fixed	NYMEX Henry Hub	January 1, 2019–December 31, 2023		4,099,135	$2.71		$	80		$	195
Total Swap Contracts—Natural Gas									80			195
TOTAL SWAP CONTRACTS								$	20,521		$	867

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Consolidated Schedule of Investments (Continued)
As of December 31, 2018
(in thousands, except share amounts)

Abbreviations

Bbls—Barrels

MMBtu—One million British thermal units

(a)

Security may be an obligation of one or more entities affiliated with the named company.

(b)

Certain variable rate securities in the Company’s portfolio bear interest at a rate determined by a publicly disclosed base rate plus a basis point spread. As of December 31, 2018, the three-month London Interbank Offered Rate, or LIBOR, was 2.81% and the U.S. Prime Lending Rate, or Prime, was 5.50%. PIK means paid-in-kind. PIK income accruals may be adjusted based on the fair value of the underlying investment.

(c)

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

(d)

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

(e)

Security is an unfunded commitment. The stated rate reflects the spread disclosed at the time of commitment and may not indicate the actual rate received upon funding.

(f)

Position or portion thereof unsettled as of December 31, 2018.

(g)

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

(h)

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

(i)

Security or portion thereof held within Foxfields Funding LLC.

(j)

Security or portion thereof held within Bryn Mawr Funding LLC.

(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, 2018, 71.3% of the Company’s total assets represented qualifying assets.

(l)

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

(m)

Security was on non-accrual status as of December 31, 2018.

(n)

Security held within FSEP Investments, Inc., a wholly-owned subsidiary of Foxfields Funding LLC.

(o)

Security is non-income producing.

(p)

Security is held within EP Altus Investments, LLC, a wholly-owned subsidiary of Foxfields Funding LLC.

(q)

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

(r)

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

(s)

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

(t)

Investment denominated in Canadian dollars. Amortized cost and fair value are converted into U.S. dollars as of December 31, 2018.

(u)

Investment denominated in British pounds. Amortized cost and fair value are converted into U.S. dollars as of December 31, 2018.

(v)

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

(w)

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

(x)

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

(y)

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

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Consolidated Schedule of Investments (Continued)
As of December 31, 2018
(in thousands, except share amounts)

(z)

Under the 1940 Act, the Company generally is deemed to be an “affiliated person” of a portfolio company if it owns 5% or more of the portfolio company’s voting securities and generally is deemed to “control” a portfolio company if it owns more than 25% of the portfolio company’s voting securities or it has the power to exercise control over the management or policies of such portfolio company. As of December 31, 2018, the Company held investments in portfolio companies of which it is deemed to be an “affiliated person” but is not deemed to “control”. The following table presents certain information with respect to such portfolio companies for the year ended December 31, 2018:

Portfolio Company	Fair Value at December 31, 2017			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, 2018			Interest Income(2)			PIK Income(2)			Fee Income(2)
Senior Secured Loans—First Lien
Altus Power America, Inc.(1)		$	75,353		$	8,561		$	—			$	—		$	—		$	(667)		$	83,247		$	7,975		$	—		$	—
BL Sand Hills Unit, L.P.			20,000			—			—				—			—			—			20,000			2,281			—			—
MB Precision Holdings LLC			—			13,945			(2,747)				—			(6,885)			260			4,573			749			152			—
Warren Resources, Inc.			81,214			329			(52,265)				—			—			(1,981)			27,297			3,612			329			2,091
Senior Secured Loans—Second Lien
Titan Energy Operating, LLC			62,026			—			—				—			—			(49,615)			12,411			895			—			—
Senior Secured Bonds
FourPoint Energy, LLC			238,946			—			(1,485)				2,737			—			(9,188)			231,010			24,133			—			—
Ridgeback Resources Inc.			3,887			—			(3,887)				6			56			(62)			—			297			—			—
Sunnova Energy Corp.			—			35,474			(17,606)				—			—			(111)			17,757			3,341			1,804			—
Preferred Equity
Altus Power America Holdings, LLC, Preferred Equity			25,793			6,694			(3,841)				—			—			(429)			28,217			3,746			—			—
MB Precision Investment Holdings LLC, Class A Preferred Units			—			1,843			—				—			—			(595)			1,248			—			—			—
Sunnova Energy Corp., Preferred Equity			—			5,948			—				—			—			186			6,134			—			—			—
Equity/Other
Altus Power America Holdings, LLC, Common Equity			1,871			—			—				—			—			312			2,183			—			—			—
BL Sand Hills Unit, L.P., Net Profits Interest			966			—			—				—			—			184			1,150			—			—			—
BL Sand Hills Unit, L.P., Overriding Royalty Interest			726			—			—				—			—			12			738			—			—			—
BL Sand Hills Unit, L.P., Series A Units			7,000			—			—				—			—			(3,761)			3,239			—			—			—
FourPoint Energy, LLC, Common Equity, Class C-II-A Units			19,140			—			—				—			—			(4,372)			14,768			—			—			—
FourPoint Energy, LLC, Common Equity, Class D Units			3,619			—			—				—			—			(819)			2,800			—			—			—
FourPoint Energy, LLC, Common Equity, Class E-II Units			43,395			—			—				—			—			(9,623)			33,772			—			—			—
FourPoint Energy, LLC, Common Equity, Class E-III Units			64,598			—			—				—			—			(14,758)			49,840			—			—			—
Harvest Oil & Gas Corp., Common Equity			—			29,714			—				—			—			(5,430)			24,284			—			—			—
MB Precision Investment Holdings LLC, Class A-2 Units			—			490			—				—			—			(490)			—			—			—			—
Ridgeback Resources Inc., Common Equity			58,284			—			—				—			—			(10,796)			47,488			—			—			—
Sunnova Energy Corp., Common Equity			—			25,026			—				—			—			(25,026)			—			—			—			—
Titan Energy, LLC, Common Equity			844			—			—	��			—			—			(677)			167			—			—			—
Warren Resources, Inc., Common Equity			7,507			—			—				—			—			2,870			10,377			—			—			—
		$	715,169		$	128,024		$	(81,831)			$	2,743		$	(6,829)		$	(134,576)		$	622,700		$	47,029		$	2,285		$	2,091

(1)

Security includes a partially unfunded commitment with amortized cost of $3,787 and fair value of $3,673.

(2)

Interest, PIK and fee income presented for the year ended December 31, 2018.

(aa)

Under the 1940 Act, the Company generally is deemed to “control” a portfolio company if it owns more than 25% of the portfolio company’s voting securities or it has the power to exercise control over the management or policies of such portfolio company. As of December 31, 2018, the Company held investments in Lusk Operating LLC, which it is deemed to be an “affiliated person” of and deemed to “control.” The fair value as of December 31, 2018 was $0 for the Company’s senior secured loan and common equity investments in Lusk Operating, LLC. The company did not purchase, sell, accrue income or realize a gain (loss) for the Company’s senior secured loan and common equity investments in Lusk Operating, LLC for the year ended December 31, 2018.

(bb)

Includes the effect of swap contracts.

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 June 30, 2019, the Company had various wholly-owned 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 June 30, 2019. 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, or the investment sub-advisory agreement, 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, or the FS Advisor investment advisory agreement, 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, 2018 included in the Company’s annual report on Form 10-K. Operating results for the six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. The December 31, 2018 consolidated balance sheet and consolidated schedule of investments are derived from the Company’s audited consolidated financial statements as of and for the year ended December 31, 2018. The Company is considered an investment company under GAAP and follows the accounting and

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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)

reporting guidance applicable to investment companies under Accounting Standards Codification Topic 946, Financial Services—Investment Companies.

Use of Estimates: The preparation of the unaudited consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 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. The terms of the incentive fee on capital gains were substantially similar under the FS Advisor investment advisory agreement.

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 and six months ended June 30, 2018 may have been reclassified to conform to the classifications used to prepare the unaudited consolidated financial statements for the three and six months ended June 30, 2019.

Revenue Recognition: Security transactions are accounted for on the trade date. The Company records interest income on an accrual basis to the extent that it expects to collect such amounts. The Company records dividend income on the ex-dividend date. Distributions received from limited liability company, or LLC, and limited partnership, or LP, investments are evaluated to determine if the distribution should be recorded as dividend income or a return of capital. The Company does not accrue as a receivable

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FS Energy and Power Fund

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

Note 2. Summary of Significant Accounting Policies (Continued)

interest or dividends on loans and securities if it has reason to doubt its ability to collect such income. The Company’s policy is to place investments on non-accrual status when there is reasonable doubt that interest income will be collected. The Company considers many factors relevant to an investment when placing it on or removing it from non-accrual status including, but not limited to, the delinquency status of the investment, economic and business conditions, the overall financial condition of the underlying investment, the value of the underlying collateral, bankruptcy status, if any, and any other facts or circumstances relevant to the investment. If there is reasonable doubt that the Company will receive any previously accrued interest, then the interest income will be written-off. Payments received on non-accrual investments may be recognized as income or applied to principal depending upon the collectability of the remaining principal and interest. Non-accrual investments may be restored to accrual status when principal and interest become current and are likely to remain current based on the Company’s judgment.

Loan origination fees, original issue discount and market discount are capitalized and the Company amortizes such amounts as interest income over the respective term of the loan or security. Upon the prepayment of a loan or security, any unamortized loan origination fees and original issue discount are recorded as interest income. Structuring and other non-recurring upfront fees are recorded as fee income when earned. For the six months ended June 30, 2019, the Company recognized $75 in structuring or other upfront fee revenue. The Company records prepayment premiums on loans and securities as fee income when it earns such amounts.

Recent Accounting Pronouncements: In August 2018, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820)—Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, or ASU 2018-13. ASU 2018-13 introduces new fair value disclosure requirements and eliminates and modifies certain existing fair value disclosure requirements. ASU 2018-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company is currently evaluating the impact of ASU 2018-13 on its financial statements.

Note 3. Share Transactions

Below is a summary of transactions with respect to the Company’s common shares during the six months ended June 30, 2019 and 2018:

	Six Months Ended June 30,
	2019					2018
	Shares		Amount			Shares		Amount
Reinvestment of Distributions		8,588,405		$	52,955		9,291,732		$	61,430
Share Repurchase Program		(9,655,413)			(59,365)		(13,804,680)			(91,773)
Net Proceeds from Share Transactions		(1,067,008)		$	(6,410)		(4,512,948)		$	(30,343)

During the period from July 1, 2019 to August 13, 2019, the Company issued 1,341,412 common shares pursuant to its distribution reinvestment plan for gross proceeds of $8,318 at an average price per share of $6.20.

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FS Energy and Power Fund

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

Note 3. Share Transactions (Continued)

Share Repurchase Program

The Company intends 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.

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

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FS Energy and Power Fund

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

Note 3. Share Transactions (Continued)

The following table provides information concerning the Company’s repurchases of common shares pursuant to its share repurchase program during the six months ended June 30, 2019 and 2018:

For the Three Months Ended	Repurchase Date	Shares Repurchased		Percentage of Shares Tendered That Were Repurchased		Percentage of Outstanding Shares Repurchased as of the Repurchase Date		Repurchase Price Per Share			Aggregate Consideration for Repurchased Shares
Fiscal 2018
December 31, 2017	January 12, 2018		9,018,665		64%		2.02%		$	6.70		$	60,425
March 31, 2018	April 2, 2018		4,786,015		24%		1.08%		$	6.55			31,348
Total			13,804,680									$	91,773
Fiscal 2019
December 31, 2018	January 2, 2019		4,568,195		16%		1.04%		$	6.10		$	27,866
March 31, 2019	April 1, 2019		4,365,903		13%		0.99%		$	6.20			27,069
Total			8,934,098									$	54,935

On July 23, 2019, the Company repurchased 4,193,499 common shares (representing 10% of common shares tendered for repurchase and 0.95% of the shares outstanding as of such date) at $6.20 per share for aggregate consideration totaling $26,000.

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 $5,000 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 its first de minimis account liquidation after the Company’s second quarter 2018 share repurchase offer.

The following table summarizes the common shares repurchased by the Company relating to its de minimis account liquidiations during the six months ended June 30, 2019:

For the Three Months Ended	Repurchase Date	Shares Repurchased		Percentage of Outstanding Shares Repurchased as of the Repurchase Date		Repurchase Price Per Share			Aggregate Consideration for Repurchased Shares
Fiscal 2019
December 31, 2018	January 16, 2019		423,643		0.10%		$	6.10		$	2,584
March 31, 2019	April 11, 2019		297,672		0.07%		$	6.20			1,846
Total			721,315							$	4,430

On August 8, 2019, the Company conducted a de minimis account liquidation after the Company’s second quarter 2019 share repurchase offer, pursuant to which, the Company repurchased 312,841 common shares (representing 0.07% of the shares outstanding as of such date) at $6.20 per share for aggregate consideration totaling $1,940.

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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

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. Effective April 9, 2018, FS/EIG Advisor agreed to waive incentive fees on income for the period ended December 31, 2018. 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.

Pursuant to the FS Advisor investment advisory agreement, FS Advisor was entitled to an annual base management fee of 1.75% of the average value of the Company’s gross assets (gross assets equals total assets as set forth on the Company’s consolidated balance sheets) and an incentive fee based on the Company’s performance. Effective January 1, 2018, FS Advisor had agreed to waive incentive fees on income for the period of twelve months ended December 31, 2018. Pursuant to the investment sub-advisory agreement, GSO was entitled to receive 50% of all management and incentive fees payable to FS Advisor under the FS Advisor investment advisory agreement with respect to each year.

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 six months ended June 30, 2019, $1,361 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 fees related to transactional expenses for prospective investments, such as fees and expenses associated with performing due diligence reviews of investments that do not close, often referred to as “broken deal” costs. 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

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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)

third-party providers known to be available. In addition, the Company’s board of trustees considers whether any single third-party service provider would be capable of providing all such services at comparable cost and quality. Finally, the Company’s board of trustees, among other things, compares the total amount paid to FS/EIG Advisor for such services as a percentage of the Company’s net assets to the same ratio as reported by other comparable BDCs. The Company does not reimburse FS/EIG Advisor for any services for which it receives a separate fee, or for rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of FS/EIG Advisor. The FS/EIG investment advisory agreement is substantially similar to the FS Advisor investment advisory agreement.

The following table describes the fees and expenses accrued under the FS Advisor investment advisory agreement and FS/EIG investment advisory agreement during the three and six months ended June 30, 2019 and 2018:

			Three Months Ended June 30,						Six Months Ended June 30,
Related Party	Source Agreement	Description	2019			2018			2019			2018
FS Advisor and FS/EIG Advisor	FS Advisor investment advisory agreement and FS/EIG investment advisory agreement	Base Management Fee(1)		$	15,729		$	17,118		$	32,577		$	35,416
FS Advisor and FS/EIG Advisor	FS Advisor investment advisory agreement and FS/EIG investment advisory agreement	Administrative Services Expenses(2)		$	1,252		$	802		$	2,045		$	1,595

(1)

During the six months ended June 30, 2019 and 2018, $33,254 and $34,187, respectively, in base management fees were paid to FS Advisor and/or FS/EIG Advisor and $0 and $5,945, respectively, in base management fees were applied to offset the liability of FS Investments under the expense reimbursement agreement (see “—Expense Reimbursement” below). The base management fee amount shown in the table above for the three and six months ended June 30, 2019 is shown net of $1,161 and $1,361, respectively, in structuring or other upfront fees received by FS/EIG Advisor and offset against base management fees. As of June 30, 2019, $15,729 in base management fees were payable to FS/EIG Advisor.

(2)

During the six months ended June 30, 2019 and 2018, $1,423 and $1,307, respectively, of the accrued administrative services expenses related to the allocation of costs of administrative personnel for services rendered to the Company by FS Advisor and/or FS/EIG Advisor and the remainder related to other reimbursable expenses. The Company paid $1,215 and $1,236 in administrative services expenses to FS Advisor and/or FS/EIG Advisor during the six months ended June 30, 2019 and 2018, 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.

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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)

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

Expense Reimbursement

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

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

Pursuant to the expense reimbursement agreement, the Company has a conditional obligation to reimburse FS Investments for any amounts funded by FS Investments under such agreement if (and only to the extent that), during any fiscal quarter occurring within three years of the date on which FS Investments funded such amount, the sum of the Company’s net investment company taxable income, net capital gains and the amount of any dividends and other distributions paid to the Company on account of preferred and common equity investments in portfolio companies (to the extent not included in net investment company taxable income or net capital gains) exceeds the distributions paid by the Company to its shareholders; provided, however, that (i) the Company will only reimburse FS Investments for expense support payments made by FS Investments with respect to any calendar quarter beginning on or after July 1, 2013 to the extent that the payment of such reimbursement (together with any other reimbursement paid during such fiscal year) does not cause “other operating expenses” (as defined below) (on an annualized basis and net of any expense support payments received by the Company during such fiscal year) to exceed the lesser of (A) 1.75% of the Company’s average net assets attributable to its common shares for the fiscal year-to-date period after taking such payments into account and (B) the percentage of the Company’s average net assets attributable to its common shares represented by “other operating expenses” during the fiscal year in which such expense support payment from FS Investments was made (provided, however, that this clause (B) shall not apply to any reimbursement payment which relates to an expense support payment from FS Investments made during the same fiscal year) and (ii) the Company will not reimburse FS Investments

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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)

for expense support payments made by FS Investments if the aggregate amount of distributions per share declared by the Company in such calendar quarter is less than the aggregate amount of distributions per share declared by the Company in the calendar quarter in which FS Investments made the expense support payment to which such reimbursement relates. The Company is not obligated to pay interest on the payments it receives from FS Investments. “Other operating expenses” means the Company’s total “operating expenses” (as defined below), excluding base management fees, incentive fees, organization and offering expenses, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating expenses” means all operating costs and expenses incurred, as determined in accordance with GAAP for investment companies. The expense reimbursement agreement was terminated on the JV Effective Date. The Company’s conditional obligation to reimburse FS Investments pursuant to the terms of the expense reimbursement agreement survived the termination of the agreement. As of the JV Effective Date, the Company entered into an expense support and conditional reimbursement agreement with FS/EIG Advisor, or the FS/EIG expense reimbursement agreement, on substantially similar terms. During the six months ended June 30, 2019, the Company did not pay any amounts in expense recoupments to FS Investments. As of June 30, 2019, $28,104 of reimbursements may become subject to repayment by the Company to FS Investments in the future.

The following table reflects the expense reimbursements paid by FS Investments to the Company as of June 30, 2019 that may become subject to repayment by the Company to FS Investments:

For the Three Months Ended	Amount of Expense Reimbursement Payment			Annualized “Other Operating Expenses” Ratio as of the Date of Expense Reimbursement		Annualized Rate of Distributions Per Share(1)		Reimbursement Eligibility Expiration
March 31, 2017		$	15,362(2)		0.40%		9.14%	March 31, 2020
September 30, 2017			7,095		0.36%		9.91%	September 30, 2020
December 31, 2017			5,647		0.36%		10.57%	December 31, 2020
Total		$	28,104

(1)

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

(2)

Amount has been reduced by $2,858, which was paid during the year ended December 31, 2017 for expense recoupments payable to FS Investments.

On November 14, 2018, FS/EIG Advisor announced that for any calendar quarter ending on or prior to September 30, 2019 it will defer the receipt of base management fees under the FS/EIG investment advisory agreement if, and to the extent that, the Company’s distributions paid to the Company’s shareholders in the calendar quarter exceeds the sum of the Company’s investment company taxable income (as defined in Section 852 of the Internal Revenue Code of 1986, as amended, or the Code), net capital gains (as defined in Section 1222 of the Code) and dividends and other distributions paid to the Company on account of preferred and common equity investments in portfolio companies (to the extent such amounts were not included in net investment company taxable income or net capital gains) in the calendar quarter, or collectively, the Company’s distributable funds on a tax basis. FS/EIG Advisor will only receive any deferred fees in a future calendar quarter if, and to the extent that, the Company’s distributable funds on a tax basis in the future calendar quarter exceeds the Company’s distributions paid to the Company’s shareholders in such quarter. In light of this commitment by FS/EIG Advisor, the FS/EIG expense reimbursement agreement was terminated on November 12, 2018. Prior to September 30, 2019, FS/EIG Advisor will evaluate whether to extend this commitment to future quarters.

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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)

For the period from January 1, 2018 to November 12, 2018, the Company did not accrue any expense reimbursements from FS/EIG Advisor under the FS/EIG expense reimbursement agreement. During the six months ended June 30, 2019, FS/EIG Advisor did not defer the receipt of any base management fees under the FS/EIG investment advisory agreement. As of June 30, 2019, there were no deferred base management fees subject to future payment by the Company.

Note 5. Distributions

The following table reflects the cash distributions per share that the Company declared and paid on its common shares during the six months ended June 30, 2019 and 2018:

	Distribution
For the Three Months Ended	Per Share			Amount
Fiscal 2018
March 31, 2018		$	0.12500		$	54,823
June 30, 2018			0.12500			54,811
Total		$	0.25000		$	109,634
Fiscal 2019
March 31, 2019		$	0.12500		$	54,616
June 30, 2019			0.12500			54,574
Total		$	0.25000		$	109,190

Subject to applicable legal restrictions and the sole discretion of the Company’s board of trustees, the Company intends to declare regular cash distributions on a quarterly basis and pay such distributions on a monthly basis. On May 9, 2019 and July 26, 2019, the Company’s board of trustees declared regular monthly cash distributions for July 2019 through September 2019 and October 2019 through December 2019, respectively, each in the amount of $0.041667 per share. These distributions have been or will be paid monthly to shareholders of record as of monthly record dates previously determined by the Company’s board of trustees. The timing and amount of any future distributions to shareholders are subject to applicable legal restrictions and the sole discretion of the Company’s board of trustees.

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

On October 13, 2016, the Company further amended and restated its distribution reinvestment plan, or the amended distribution reinvestment plan, which first applied to the reinvestment of cash distributions paid on or after November 30, 2016. Under the original plan, cash distributions to participating shareholders were reinvested in additional common shares at a purchase price equal to 90% of the public offering price per share in effect as of the date of issuance. Under the amended distribution reinvestment plan, cash distributions to participating shareholders will be reinvested in additional common shares at a purchase price determined by the Company’s board of trustees, or a committee thereof, in its sole discretion, that is (i) not less than the net asset value per common share as determined in good faith by the Company’s board of trustees or a committee thereof, in its sole discretion, immediately prior to the payment of the distribution and (ii) not more than 2.5% greater than the net asset value per common share as of such date. Any distributions reinvested under the plan will remain taxable to a U.S. shareholder.

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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)

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, dividends or other distributions paid to the Company on account of preferred and common equity investments in portfolio companies. The Company has not established limits on the amount of funds it may use from available sources to make distributions.

No portion of the distributions paid during the six months ended June 30, 2019 and 2018 was funded through the reimbursement of operating expenses or the offset or waiver of advisory fees by FS Investments, EIG or FS/EIG Advisor, as applicable. Any such distributions funded through expense reimbursements or the offset or waiver of advisory fees are not based on the Company’s investment performance, and can only be sustained if the Company achieves positive investment performance in future periods and/or FS/EIG Advisor continues to offset or waive such fees. The Company’s future repayments of amounts reimbursed or offset by FS Investments or its affiliates will reduce the distributions that shareholders would otherwise receive in the future. During the six months ended June 30, 2019 and 2018, the Company did not repay any amounts to FS Investments or its affiliates for expenses previously reimbursed, offset or waived. There can be no assurance that the Company will continue to achieve the performance necessary to sustain its distributions or that the Company will be able to pay distributions at a specific rate or at all. FS Investments and FS/EIG Advisor have no obligation to offset or waive advisory fees or otherwise reimburse expenses in future periods.

The following table reflects the sources of the cash distributions on a tax basis that the Company paid on its common shares during the six months ended June 30, 2019 and 2018:

	Six Months Ended June 30,
	2019					2018
Source of Distribution	Distribution Amount			Percentage		Distribution Amount			Percentage
Offering proceeds		$	—		—		$	—		—
Borrowings			—		—			—		—
Net investment income(1)			109,190		100%			109,634		100%
Short-term capital gains proceeds from the sale of assets			—		—			—		—
Long-term capital gains proceeds from the sale of assets			—		—			—		—
Non-capital gains proceeds from the sale of assets			—		—			—		—
Distributions on account of investments in portfolio companies			—		—			—		—
Total		$	109,190		100%		$	109,634		100%

(1)

During the six months ended June 30, 2019 and 2018, 91.3% and 93.8%, respectively, of the Company’s gross investment income was attributable to cash income earned, 2.9% and 2.9%, respectively, was attributable to paid-in-kind, or PIK, interest and 5.8% and 3.3%, respectively, respectively, was attributable to non-cash accretion of discount.

The Company’s net investment income on a tax basis for the six months ended June 30, 2019 and 2018 was $105,500 and $114,871, respectively. As of June 30, 2019 and December 31, 2018, the Company had $2,820 and $6,510, respectively, of undistributed ordinary income on a tax basis.

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 difference between the Company’s GAAP-basis net investment income and its tax-basis net investment income was primarily due to the reclassification of unamortized original issue discount, certain

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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)

amendment fees and prepayment fees recognized upon prepayment of loans from income for GAAP purposes to realized gains for tax purposes, the impact of certain subsidiaries that are consolidated for purposes of computing GAAP-basis net investment income but are not consolidated for purposes of computing tax-basis net investment income and income recognized for tax purposes on certain transactions but not recognized for GAAP purposes.

The following table sets forth a reconciliation between GAAP-basis net investment income and tax-basis net investment income during the six months ended June 30, 2019 and 2018:

	Six Months Ended June 30,
	2019			2018
GAAP-basis net investment income		$	92,888		$	98,305
Reclassification of unamortized original issue discount, amendment fees and prepayment fees			(1,094)			(9,479)
GAAP versus tax-basis impact of consolidation of certain subsidiaries			12,875			12,366
Income subject to tax not recorded for GAAP (income recorded for GAAP not subject to tax)			(1,615)			13,691
Other miscellaneous differences			2,446			(12)
Tax-basis net investment income		$	105,500		$	114,871

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.

As of June 30, 2019 and December 31, 2018, the components of accumulated earnings (deficit) on a tax basis were as follows:

	June 30, 2019 (Unaudited)			December 31, 2018
Distributable ordinary income		$	2,820		$	6,510
Accumulated capital losses(1)			(550,373)			(550,356)
Other temporary differences			(165)			(178)
Net unrealized appreciation (depreciation) on investments, swap contracts and unrealized gain/loss on foreign currency(2)			(494,917)			(555,022)
Total		$	(1,042,635)		$	(1,099,046)

(1)

Net capital losses may be carried forward indefinitely, and their character is retained as short-term or long-term. As of June 30, 2019, the Company had short-term and long-term capital loss carryforwards available to offset future realized capital gains of $16,795 and $533,578, respectively.

(2)

As of June 30, 2019 and December 31, 2018, the gross unrealized appreciation on the Company’s investments, swap contracts and unrealized gain on foreign currency was $143,698 and $107,658, respectively, and the gross unrealized depreciation on the Company’s investments, swap contracts and unrealized loss on foreign currency was $638,615 and $662,680, respectively.

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FS Energy and Power Fund

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

Note 5. Distributions (Continued)

The aggregate cost of the Company’s investments for federal income tax purposes totaled $4,279,575 and $4,296,629 as of June 30, 2019 and December 31, 2018, respectively. The aggregate net unrealized appreciation (depreciation) on a tax basis was $(494,917) and $(555,022) as of June 30, 2019 and December 31, 2018, respectively.

As of June 30, 2019 and December 31, 2018, the Company had deferred tax assets of $102,813 and $82,246, respectively, resulting from net operating losses and capital losses of the Company’s wholly-owned taxable subsidiaries. As of June 30, 2019 and December 31, 2018, 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 $102,813 and $82,246, respectively. For the six months ended June 30, 2019 and the year ended December 31, 2018, 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 six months ended June 30, 2019, the Company utilized swap contracts to economically hedge certain risks against natural gas and crude oil price exposure related to certain investments in the Company’s portfolio. While the use of these derivative instruments limits the downside risk of adverse price movements, their use also limits future revenues from upward price movements.

The Company’s fixed price swaps are settled monthly based on differences between the fixed price specified in the contract and the referenced settlement price. When the referenced settlement price is less than the price specified in the contract, the Company receives an amount from the counterparty based on the price difference multiplied by the volume. Similarly, when the referenced settlement price exceeds the price specified in the contract, the Company pays 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.

Below is a summary of the Company’s open fixed price swap positions as of June 30, 2019. The hedged volumes reflected below represent an aggregation of multiple derivative contracts that have varying durations and may not be realized on a ratable basis over a calendar year.

Swap Contracts—Crude Oil

Year	Location	Bbls		Weighted Average Price ($/Bbls)
2019	NYMEX WTI		211,645		$	68.26
2020	NYMEX WTI		511,363		$	65.12
2021	NYMEX WTI		132,918		$	61.24
2022	NYMEX WTI		180,928		$	57.96
2023	NYMEX WTI		168,518		$	55.63

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FS Energy and Power Fund

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

Note 6. Financial Instruments (Continued)

Swap Contracts—Natural Gas

Year	Location	MMBtu		Weighted Average Price ($/MMBtu)
2019	NYMEX Henry Hub		566,213		$	2.78
2020	NYMEX Henry Hub		1,537,598		$	2.64
2021	NYMEX Henry Hub		337,174		$	2.55
2022	NYMEX Henry Hub		385,908		$	2.55
2023	NYMEX Henry Hub		343,702		$	2.58

In addition, the Company has entered into oil basis swap positions, which settle on the pricing index to basis differential of Argus Light Louisiana Sweet Crude Oil, or Argus LLS, to NYMEX WTI. As of June 30, 2019, the Company had the following oil basis swap positions for Argus LLS. The hedged volumes reflected below represent an aggregation of multiple derivative contracts that have varying durations and may not be realized on a ratable basis over a calendar year.

Swap Contracts—Crude Oil

Year	Location	Bbls		Weighted Average Price ($/Bbls)
2019	Argus LLS/NYMEX WTI		211,637		$	5.34
2020	Argus LLS/NYMEX WTI		511,357		$	3.71
2021	Argus LLS/NYMEX WTI		132,912		$	2.85
2022	Argus LLS/NYMEX WTI		180,921		$	2.07
2023	Argus LLS/NYMEX WTI		168,512		$	1.78

The fair value of swap contracts (which are not considered to be hedging instruments for accounting disclosure purposes) as of June 30, 2019 and December 31, 2018 was as follows:

	June 30, 2019 (Unaudited)						December 31, 2018
Instrument	Asset(1)			Liability(2)			Asset(1)			Liability(2)
Swap Contracts—Crude Oil		$	9,009		$	396		$	20,441		$	672
Swap Contracts—Natural Gas			381			59			80			195
Total		$	9,390		$	455		$	20,521		$	867

(1)

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

(2)

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

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FS Energy and Power Fund

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

Note 6. Financial Instruments (Continued)

During the six months ended June 30, 2018, the Company did not have any swap contracts. The effect of swap contracts (which are not considered to be hedging instruments for accounting disclosure purposes) on the Company’s statements of operations for the three and six months ended June 30, 2019 was as follows:

	Three Months Ended June 30, 2019						Six Months Ended June 30, 2019
Instrument	Realized Gain (Loss) on Derivatives Recognized in Income(1)			Net Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income(2)			Realized Gain (Loss) on Derivatives Recognized in Income(1)			Net Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income(2)
Swap Contracts—Crude Oil		$	849		$	935		$	2,351		$	(11,156)
Swap Contracts—Natural Gas			77			652			106			437
Total		$	926		$	1,587		$	2,457		$	(10,719)

(1)

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

(2)

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

The following tables present the Company’s derivative assets and liabilities by counterparty, net of amounts available for offset under a master netting agreement as of June 30, 2019 and December 31, 2018:

	June 30, 2019 (Unaudited)									December 31, 2018
Counterparty	Derivative Assets Subject to Master Netting Agreement			Derivatives Available for Offset			Net Amount of Derivative Assets(1)			Derivative Assets Subject to Master Netting Agreement			Derivatives Available for Offset			Net Amount of Derivative Assets(1)
BP Energy Company		$	9,414		$	421		$	8,993		$	21,163		$	672		$	20,491
Macquarie Bank Limited			576			80			496			212			212			—
Total		$	9,990		$	501		$	9,489		$	21,375		$	884		$	20,491

	June 30, 2019 (Unaudited)									December 31, 2018
Counterparty	Derivative Liabilities Subject to Master Netting Agreement			Derivatives Available for Offset			Net Amount of Derivative Liabilities(2)			Derivative Liabilities Subject to Master Netting Agreement			Derivatives Available for Offset			Net Amount of Derivative Liabilities(2)
BP Energy Company		$	421		$	421		$	—		$	672		$	672		$	—
Macquarie Bank Limited			80			80			—			420			212			208
Total		$	501		$	501		$	—		$	1,092		$	884		$	208

(1)

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

(2)

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

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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 June 30, 2019 and December 31, 2018:

	June 30, 2019 (Unaudited)								December 31, 2018
	Amortized Cost(1)			Fair Value			Percentage of Portfolio		Amortized Cost(1)			Fair Value			Percentage of Portfolio
Senior Secured Loans—First Lien		$	1,480,573		$	1,436,812		38%		$	1,231,279		$	1,176,881		32%
Senior Secured Loans—Second Lien			717,558			610,903		16%			673,014			580,144		16%
Senior Secured Bonds			511,883			512,193		14%			497,970			491,916		13%
Unsecured Debt			435,992			351,110		9%			797,146			706,090		19%
Preferred Equity			612,022			570,105		15%			554,652			502,594		13%
Equity/Other			481,773			294,599		8%			494,442			264,327		7%
Total		$	4,239,801		$	3,775,722		100%		$	4,248,503		$	3,721,952		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 June 30, 2019, the Company held investments in one portfolio company of which it is deemed to “control.” As of June 30, 2019, the Company held investments in eight portfolio companies of which it is deemed to be an “affiliated person” but is not deemed to “control.” For additional information with respect to such portfolio companies, see footnotes (z) and (aa) to the unaudited consolidated schedule of investments as of June 30, 2019 in this quarterly report on Form 10-Q.

As of December 31, 2018, the Company held investments in one portfolio company of which it is deemed to “control.” As of December 31, 2018, the Company held investments in nine portfolio companies of which it is deemed to be an “affiliated person” but is not deemed to “control.” For additional information with respect to such portfolio companies, see footnotes (z) and (aa) to the consolidated schedule of investments as of December 31, 2018 in this quarterly report on Form 10-Q.

The Company’s investment portfolio may contain loans or bonds that are in the form of lines of credit or revolving credit facilities, or other investments, pursuant to which the Company may be required to provide funding when requested by portfolio companies in accordance with the terms of the underlying agreements. As of June 30, 2019, the Company had eight senior secured loan investments with aggregate unfunded commitments of $55,841 and one preferred equity investment, Rosehill Resources, Inc, with an unfunded commitment of $833. As of December 31, 2018, the Company had nine senior secured loan investments with aggregate unfunded commitments of $86,983 and two preferred equity investments with aggregate unfunded commitments of $2,095. As of December 31, 2018, these unfunded preferred equity investments were Altus Power America Holdings, LLC and Rosehill Resources, Inc. The Company maintains sufficient cash on hand, available borrowings and liquid securities to fund such unfunded commitments should the need arise.

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FS Energy and Power Fund

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

Note 7. Investment Portfolio (Continued)

The table below describes investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets in such industries as of June 30, 2019 and December 31, 2018:

	June 30, 2019 (Unaudited)					December 31, 2018
Industry Classification	Fair Value			Percentage of Portfolio		Fair Value			Percentage of Portfolio
Upstream		$	1,963,294		52%		$	2,193,317		59%
Midstream			1,028,701		27%			831,722		22%
Power			543,841		14%			426,812		12%
Service & Equipment			207,376		6%			216,443		6%
Industrials			32,510		1%			53,658		1%
Total		$	3,775,722		100%		$	3,721,952		100%

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 June 30, 2019 and December 31, 2018, the Company’s investments were categorized as follows in the fair value hierarchy:

Valuation Inputs	June 30, 2019 (Unaudited)			December 31, 2018
Level 1—Price quotations in active markets		$	18,052		$	24,451
Level 2—Significant other observable inputs			837,179			1,148,071
Level 3—Significant unobservable inputs			2,920,491			2,549,430
Total		$	3,775,722		$	3,721,952

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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)

As of June 30, 2019 and December 31, 2018, the Company’s swap contracts were categorized as follows in the table below.

	June 30, 2019 (Unaudited)						December 31, 2018
Valuation Inputs	Assets			Liabilities			Assets			Liabilities
Level 1—Price quotations in active markets		$	—		$	—		$	—		$	—
Level 2—Significant other observable inputs			9,390			455			20,521			867
Level 3—Significant unobservable inputs			—			—			—			—
Total		$	9,390		$	455		$	20,521		$	867

The Company’s investments consist primarily of debt 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, 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. 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.

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FS Energy and Power Fund

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

Note 8. Fair Value of Financial Instruments (Continued)

The following is a reconciliation for the six months ended June 30, 2019 and 2018 of investments for which significant unobservable inputs (Level 3) were used in determining fair value:

	For the Six Months Ended June 30, 2019
	Senior Secured Loans— First Lien			Senior Secured Loans— Second Lien			Senior Secured Bonds			Unsecured Debt			Preferred Equity			Equity/ Other			Total
Fair value at beginning of period		$	761,125		$	539,172		$	456,575		$	55,906		$	498,167		$	238,485		$	2,549,430
Accretion of discount (amortization of premium)			612			528			1,173			308			5,376			—			7,997
Net realized gain (loss)			187			3			407			—			—			(7,717)			(7,120)
Net change in unrealized appreciation (depreciation)			12,646			(13,578)			5,768			(6,790)			14,571			48,505			61,122
Purchases			214,679			116,478			18,877			757			51,299			278			402,368
Paid-in-kind interest			1,077			2,241			540			500			692			—			5,050
Sales and repayments			(89,886)			(79,394)			(18,846)			—			—			(5,230)			(193,356)
Net transfers in or out of Level 3(1)			—			—			—			95,000			—			—			95,000
Fair value at end of period		$	900,440		$	565,450		$	464,494		$	145,681		$	570,105		$	274,321		$	2,920,491
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		$	13,018		$	(14,834)		$	5,656		$	(6,790)		$	14,571		$	38,026		$	49,647

	For the Six Months Ended June 30, 2018
	Senior Secured Loans— First Lien			Senior Secured Loans— Second Lien			Senior Secured Bonds			Unsecured Debt			Preferred Equity			Equity/ Other			Total
Fair value at beginning of period(2)		$	924,926		$	796,524		$	660,151		$	1,203,524		$	78,161		$	294,974		$	3,958,260
Accretion of discount (amortization of premium)			266			133			1,560			10			674			—			2,643
Net realized gain (loss)			(2,823)			453			—			—			(84)			—			(2,454)
Net change in unrealized appreciation (depreciation)			37			(35,936)			3,057			9,532			24,681			6,655			8,026
Purchases			127,896			10,965			—			12,947			287,452			38,527			477,787
Paid-in-kind interest			945			2,265			1,018			717			—			—			4,945
Sales and repayments			(84,056)			(23,915)			(10,156)			(65,000)			(12,663)			—			(195,790)
Net transfers in or out of Level 3(1)			(265,915)			(236,115)			(171,431)			(1,093,268)			(14,018)			(8,276)			(1,789,023)
Fair value at end of period		$	701,276		$	514,374		$	484,199		$	68,462		$	364,203		$	331,880		$	2,464,394
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		$	(279)		$	(33,112)		$	3,447		$	10,962		$	17,012		$	(4,626)		$	(6,596)

(1)

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

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FS Energy and Power Fund

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

Note 8. Fair Value of Financial Instruments (Continued)

(2)

As of December 31, 2018, the Company determined to reclassify certain investments from equity/other to preferred equity in the schedule of investments. Transfers in or out were deemed to have occurred at the beginning of the period.

The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements as of June 30, 2019 and December 31, 2018 were as follows:

Type of Investment

Fair Value at
June 30, 2019
(Unaudited)

Valuation Technique(1)

Unobservable Input

Range

Weighted
Average

Senior Secured Loans—
First Lien

827,303

Market Comparables

Market Yield (%)

8.0%–19.5%

11.3%

EBITDA Multiples (x)

7.3x–7.8x

7.5x

Proved Reserves Multiples (Mmboe)

$5.3–$5.8

$5.5

PV-10 Multiples (x)

0.5x–0.5x

0.5x

73,137

Other(2)

N/A

Senior Secured Loans—
Second Lien

550,978

Market Comparables

Market Yield (%)

7.8%–13.8%

10.3%

13,472

Discounted Cash Flow

Discount Rate (%)

8.8%–9.8%

9.3%

1,000

Other(2)

N/A

Senior Secured Bonds

464,494

Market Comparables

Market Yield (%)

7.8%–9.9%

9.2%

Unsecured Debt

144,924

Market Comparables

Market Yield (%)

9.5%–13.0%

10.1%

PV-10 Multiples (x)

1.0x–1.0x

1.0x

Net Aircraft Book Value Multiple (x)

1.0x–1.0x

1.0x

757

Other(2)

N/A

Preferred Equity

222,115

Market Comparables

Market Yield (%)

9.0%–17.8%

9.5%

EBITDA Multiples (x)

7.3x–12.8x

11.4x

PV-10 Multiples (x)

15.3x–22.6x

19.0x

Proved Reserves Multiples (Mmboe)

$5.3–$5.8

$5.5

340,640

Discounted Cash Flow

Discount Rate (%)

8.3%–19.3%

13.6%

7,350

Other(2)

N/A

Equity/Other

217,332

Market Comparables

EBITDA Multiples (x)

4.1x–9.0x

4.8x

Production Multiples (Mboe/d)

$28,750.0–$42,500.0

$33,327.6

Proved Reserves Multiples (Mmboe)

$3.8–$13.6

$7.0

Production Multiples (MMcfe/d)

$3,450.0–$3,950.0

$3,700.0

Proved Reserves Multiples (Bcfe)

0.9x–1.0x

1.0x

PV-10 Multiples (x)

0.5x–1.4x

0.8x

4,282

Discounted Cash Flow

Discount Rate (%)

9.4%–32.5%

10.5%

4,097

Option Valuation Model

Volatility (%)

24.0%–30.0%

27.1%

48,610

Other(2)

N/A

Total

2,920,491

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FS Energy and Power Fund

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

Note 8. Fair Value of Financial Instruments (Continued)

Type of Investment

Fair Value at
December 31,
2018

Valuation Technique(1)

Unobservable Input

Range

Weighted
Average

Senior Secured Loans—
First Lien

726,328

Market Comparables

Market Yield (%)

9.3%-17.5%

11.6%

EBITDA Multiples (x)

5.5x-8.0x

6.1x

Proved Reserves Multiples (Mmboe)

$5.7-$7.3

$6.5

PV-10 Multiples (x)

0.5x-0.5x

0.5x

34,797

Other(2)

N/A

Senior Secured Loans—
Second Lien

519,478

Market Comparables

Market Yield (%)

8.9%-13.8%

10.9%

7,283

Discounted Cash Flow

Discount Rate (%)

10.0%-11.0%

10.5%

12,411

Other(2)

N/A

Senior Secured Bonds

456,575

Market Comparables

Market Yield (%)

9.4%-13.6%

10.0%

Unsecured Debt

55,906

Market Comparables

Market Yield (%)

11.0%-15.3%

13.2%

PV-10 Multiples (x)

0.9x-1.1x

1.0x

Preferred Equity

383,625

Market Comparables

Market Yield (%)

10.0%-18.8%

10.5%

EBITDA Multiples (x)

7.5x-12.0x

10.8x

Proved Reserves Multiples (Mmboe)

$6.7-$6.7

$6.7

108,018

Discounted Cash Flow

Discount Rate (%)

14.0%-18.0%

15.8%

6,524

Other(2)

N/A

Equity/Other

220,605

Market Comparables

EBITDA Multiples (x)

0.2x-9.0x

6.5x

Production Multiples (Mboe/d)

$25,000.0-$38,750.0

$29,476.4

Proved Reserves Multiples (Mmboe)

$3.5-$13.8

$6.7

Production Multiples (MMcfe/d)

$4,100.0-$4,600.0

$4,350.0

Proved Reserves Multiples (Bcfe)

1.2x-1.3x

1.2x

PV-10 Multiples (x)

0.5x-2.3x

1.2x

Capacity Multiple ($/kW)

$1,875.0-$2,125.0

$2,000.0

5,294

Discounted Cash Flow

Discount Rate (%)

11.8%-31.0%

13.5%

890

Option Valuation Model

Volatility (%)

26.0%-34.0%

30.0%

11,696

Other(2)

N/A

Total

2,549,430

(1)

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 and/or other factors.

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FS Energy and Power Fund

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

Note 9. Financing Arrangements

The following tables present a summary of information with respect to the Company’s outstanding financing arrangements as of June 30, 2019 and December 31, 2018. For additional information regarding these financing arrangements, see the notes to the Company’s audited consolidated financial statements contained in its annual report on Form 10-K for the year ended December 31, 2018 and the additional disclosure set forth in this Note 9.

	As of June 30, 2019 (Unaudited)
Arrangement(1)	Type of Arrangement	Rate	Amount Outstanding			Amount Available			Maturity Date
Goldman Facility	Term	L+3.72%		$	425,000		$	—	September 15, 2019
JPMorgan Facility	Revolving/Term	L+2.75%			216,667			403,333	February 16, 2023
Senior Secured Notes(2)	Bond	7.50%			500,000			—	August 15, 2023
Total				$	1,141,667		$	403,333

	As of December 31, 2018
Arrangement(1)	Type of Arrangement	Rate	Amount Outstanding			Amount Available			Maturity Date
Goldman Facility	Term	L+3.72%		$	425,000		$	—	September 15, 2019
JPMorgan Facility	Revolving/Term	L+2.75%			206,667			413,333	February 16, 2023
Senior Secured Notes(2)	Bond	7.50%			500,000			—	August 15, 2023
Total				$	1,131,667		$	413,333

(1)

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

(2)

As of June 30, 2019 and December 31, 2018, the fair value of the Senior Secured Notes was approximately $508,750 and $480,702, respectively. These valuations are considered Level 2 valuations within the fair value hierarchy.

For the three and six months ended June 30, 2019 and 2018, the components of total interest expense for the Company’s financing arrangements were as follows:

	Three Months Ended June 30,
	2019									2018
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		$	6,806		$	163		$	6,969		$	6,489		$	146		$	6,635
JPMorgan Facility			3,310			383			3,693			—			—			—
Senior Secured Notes			9,375			1,010			10,385			—			—			—
Barclays Credit Facility			—			—			—			95			45			140
BNP Facility			—			—			—			2,013			—			2,013
Deutsche Bank Credit Facility			—			—			—			2,339			233			2,572
Fortress Facility			—			—			—			2,725			77			2,802
Total		$	19,491		$	1,556		$	21,047		$	13,661		$	501		$	14,162

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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)

	Six Months Ended June 30,
	2019									2018
Arrangement(1)	Direct Interest Expense(2)			Amortization of Deferred Financing Costs and Discount			Total Interest Expense			Direct Interest Expense(2)			Amortization of Deferred Financing Costs and Discount			Total Interest Expense
Goldman Facility		$	13,692		$	322		$	14,014		$	12,121		$	290		$	12,411
JPMorgan Facility			7,252			762			8,014			—			—			—
Senior Secured Notes			18,750			2,008			20,758			—			—			—
Barclays Credit Facility			—			—			—			189			64			253
BNP Facility			—			—			—			4,134			—			4,134
Deutsche Bank Credit Facility			—			—			—			5,582			524			6,106
Fortress Facility			—			—			—			5,211			154			5,365
Total		$	39,694		$	3,092		$	42,786		$	27,237		$	1,032		$	28,269

(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)

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

The Company’s average borrowings and weighted average interest rate, including the effect of non-usage fees, for the six months ended June 30, 2019 were $1,162,247 and 6.83%, respectively. As of June 30, 2019, the Company’s effective interest rate on borrowings was 6.73%.

The Company’s average borrowings and weighted average interest rate, including the effect of non-usage fees, for the six months ended June 30, 2018 were $1,065,801 and 5.11%, respectively. As of June 30, 2018, the Company’s effective interest rate on borrowings was 5.48%.

Under its financing arrangements, the Company has made certain representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar financing arrangements. The Company was in compliance with all covenants required by its financing arrangements as of June 30, 2019 and December 31, 2018.

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. Management of FS/EIG Advisor has reviewed the Company’s existing contracts and expects the risk of loss to the Company to be remote.

The Company is not currently subject to any material legal proceedings and, to the Company’s knowledge, no material legal proceedings are threatened against the Company. From time to time, the Company may be party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Company’s rights under contracts with its portfolio companies. While the outcome of any legal proceedings cannot be predicted with certainty, the Company does not expect that any such proceedings will have a material effect upon its financial condition or results of operations.

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

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FS Energy and Power Fund

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

Note 11. Financial Highlights

The following is a schedule of financial highlights of the Company for the six months ended June 30, 2019 and the year ended December 31, 2018:

	Six Months Ended June 30, 2019 (Unaudited)			Year Ended December 31, 2018
Per Share Data:(1)
Net asset value, beginning of period		$	6.01		$	6.65
Results of operations(2)
Net investment income			0.21			0.42
Net realized gain (loss) and unrealized appreciation (depreciation)			0.12			(0.56)
Net increase (decrease) in net assets resulting from operations			0.33			(0.14)
Shareholder distributions(3)
Distributions from net investment income			(0.25)			(0.50)
Net decrease in net assets resulting from shareholder distributions			(0.25)			(0.50)
Capital share transactions
Issuance of common shares(4)			—			—
Repurchases of common shares(5)			—			—
Net increase (decrease) in net assets resulting from capital share transactions			—			—
Net asset value, end of period		$	6.09		$	6.01
Shares outstanding, end of period			439,384,159			440,451,167
Total return(6)			5.51%			(2.49)%
Total return (without assuming reinvestment of distributions)(6)			5.49%			(2.11)%
Ratio/Supplemental Data:
Net assets, end of period		$	2,675,785		$	2,648,186
Ratio of net investment income to average net assets(7)			6.93%			6.40%
Ratio of total operating expenses to average net assets(7)			6.24%			5.19%
Portfolio turnover(8)			16.94%			51.25%
Total amount of senior securities outstanding, exclusive of treasury securities		$	1,141,667		$	1,131,667
Asset coverage per unit(9)			3.34			3.34

(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

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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)

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 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 six months ended June 30, 2019 are annualized. Annualized ratios for the six months ended June 30, 2019 are not necessarily indicative of the ratios that may be expected for the year ending December 31, 2019. The following is a schedule of supplemental ratios for the six months ended June 30, 2019 and year ended December 31, 2018:

			Six Months Ended June 30, 2019 (Unaudited)						Year Ended December 31, 2018
Ratio of interest expense to average net assets					3.22%						2.30%

(8)

Portfolio turnover for the six months ended June 30, 2019 is not annualized.

(9)

Asset coverage per unit is the ratio of the carrying value of the Company’s total consolidated assets, less liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness.

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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.

Forward-Looking Statements

Some of the statements in this quarterly report on Form 10-Q constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this quarterly report on Form 10-Q may include statements as to:

•

our future operating results;

•

our business prospects and the prospects of the companies in which we may invest;

•

the impact of the investments that we expect to make;

•

the ability of our portfolio companies to achieve their objectives;

•

our current and expected 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;

•

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 or natural disasters; and

•

future changes in laws or regulations and conditions in our operating areas;

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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 activities were managed by FS Advisor until April 9, 2018 and thereafter have been managed by FS/EIG Advisor. FS Advisor previously engaged GSO to act as our investment sub-advisor. GSO resigned as our investment sub-advisor and terminated the investment sub-advisory agreement effective April 9, 2018.

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, which we believe will allow us to generate an attractive total return 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.

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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 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

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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 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/or related expenses of certain personnel of FS Investments and EIG providing administrative services to us on behalf of FS/EIG Advisor, and for fees related to transactional expenses for prospective investments, such as fees and expenses associated with performing due diligence reviews of investments that do not close, often referred to as “broken deal” costs. 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 Investments and EIG.

In addition, we have contracted with State Street to provide various accounting and administrative services, including, but not limited to, preparing preliminary financial information for review by FS/EIG Advisor, preparing and monitoring expense budgets, maintaining accounting and corporate books and records, processing trade information provided by us and performing testing with respect to RIC compliance.

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

Portfolio Investment Activity for the Three and Six Months Ended June 30, 2019 and for the Year Ended December 31, 2018

Total Portfolio Activity

The following tables present certain selected information regarding our portfolio investment activity for the three and six months ended June 30, 2019:

Net Investment Activity	For the Three Months Ended June 30, 2019			For the Six Months Ended June 30, 2019
Purchases		$	374,136		$	638,766
Sales and Repayments			(307,377)			(658,819)
Net Portfolio Activity		$	66,759		$	(20,053)

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	For the Three Months Ended June 30, 2019					For the Six Months Ended June 30, 2019
New Investment Activity by Asset Class	Purchases			Percentage		Purchases			Percentage
Senior Secured Loans—First Lien		$	180,206		48%		$	417,460		65%
Senior Secured Loans—Second Lien			105,259		28%			121,128		19%
Senior Secured Bonds			30,878		8%			30,878		5%
Unsecured Debt			6,253		2%			17,723		3%
Preferred Equity			51,262		14%			51,299		8%
Equity/Other			278		0%			278		0%
Total		$	374,136		100%		$	638,766		100%

The following table summarizes the composition of our investment portfolio at cost and fair value as of June 30, 2019 and December 31, 2018:

	June 30, 2019 (Unaudited)								December 31, 2018
	Amortized Cost(1)			Fair Value			Percentage of Portfolio		Amortized Cost(1)			Fair Value			Percentage of Portfolio
Senior Secured Loans—First Lien		$	1,480,573		$	1,436,812		38%		$	1,231,279		$	1,176,881		32%
Senior Secured Loans—Second Lien			717,558			610,903		16%			673,014			580,144		16%
Senior Secured Bonds			511,883			512,193		14%			497,970			491,916		13%
Unsecured Debt			435,992			351,110		9%			797,146			706,090		19%
Preferred Equity			612,022			570,105		15%			554,652			502,594		13%
Equity/Other			481,773			294,599		8%			494,442			264,327		7%
Total		$	4,239,801		$	3,775,722		100%		$	4,248,503		$	3,721,952		100%

(1)

Amortized cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on investments.

The following table presents certain selected information regarding the composition of our investment portfolio as of June 30, 2019 and December 31, 2018:

	June 30, 2019			December 31, 2018
Number of Portfolio Companies			77			79
% Variable Rate (based on fair value)			45.9%			39.0%
% Fixed Rate (based on fair value)			31.2%			40.4%
% Income Producing Preferred Equity and Equity/Other Investments (based on fair value)			14.1%			12.2%
% Non-Income Producing Preferred Equity and Equity/Other Investments (based on fair value)			8.8%			8.4%
Weighted Average Annual EBITDA of Portfolio Companies		$	223,086		$	202,135
Weighted Average Purchase Price of Debt Investments (as a % of par value)			97.5%			97.7%
% of Investments on Non-Accrual (based on fair value)			1.5%			1.9%
Gross Portfolio Yield Prior to Leverage (based on amortized cost)			8.1%			8.1%
Gross Portfolio Yield Prior to Leverage (based on amortized cost)—Excluding Non-Income Producing Assets			10.0%			10.1%

Based on our regular monthly cash distribution rate of $0.041667 per share as of June 30, 2019, and the price at which we issued shares pursuant to our distribution reinvestment plan of $6.20 per share, the annualized distribution rate to shareholders as of June 30, 2019 was 8.06%. Based on our regular monthly cash distribution rate of $0.041667 per share as of December 31, 2018, and the price at which we issued shares pursuant to our distribution reinvestment plan of $6.10 per share, the annualized distribution rate to shareholders as of December 31, 2018 was 8.20%. For the six months ended June 30, 2019 and year ended December 31, 2018, our total return was 5.51% and (2.49)%, respectively, and our total return without assuming reinvestment of distributions was 5.49% and (2.11)%, respectively.

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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, 2018 and in our other periodic reports filed with the SEC for a discussion of the uncertainties, risks and assumptions associated with these statements.

Direct Originations

The following tables present certain selected information regarding our direct originations for the three and six months ended June 30, 2019:

New Direct Originations	For the Three Months Ended June 30, 2019			For the Six Months Ended June 30, 2019
Total Commitments (including unfunded commitments)		$	133,647		$	233,647
Exited Investments (including partial paydowns)			(34,788)			(60,518)
Net Direct Originations		$	98,859		$	173,129

	For the Three Months Ended June 30, 2019					For the Six Months Ended June 30, 2019
New Direct Originations by Asset Class (including Unfunded Commitments)	Commitment Amount			Percentage		Commitment Amount			Percentage
Senior Secured Loans—First Lien		$	53,369		40%		$	143,369		61%
Senior Secured Loans—Second Lien			30,000		22%			40,000		17%
Senior Secured Bonds			—		—			—		—
Unsecured Debt			—		—			—		—
Preferred Equity			50,000		38%			50,000		22%
Equity/Other			278		0%			278		0%
Total		$	133,647		100%		$	233,647		100%

	For the Three Months Ended June 30, 2019			For the Six Months Ended June 30, 2019
Average New Direct Origination Commitment Amount		$	26,729		$	33,378
Weighted Average Maturity for New Direct Originations			6/7/24			3/24/24
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of Direct Originations Funded during Period			8.9%			9.7%
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of Direct Originations Funded during Period—Excluding Non-Income Producing Assets			8.9%			9.7%
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of Direct Originations Exited during Period			9.7%			7.8%

The following table presents certain selected information regarding our direct originations as of June 30, 2019 and December 31, 2018:

Characteristics of All Direct Originations held in Portfolio	June 30, 2019			December 31, 2018
Number of Portfolio Companies			51			47
Weighted Average Annual EBITDA of Portfolio Companies		$	215,794		$	190,915
Weighted Average Leverage Through Tranche of Portfolio Companies—Excluding Equity/Other Securities			4.8x			4.4x
% of Investments on Non-Accrual (based on fair value)			2.0%			2.7%
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of Funded Direct Originations			8.2%			8.2%
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of Funded Direct Originations—Excluding Non-Income Producing Assets			10.6%			10.9%

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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 June 30, 2019 and December 31, 2018:

	June 30, 2019					December 31, 2018
Portfolio Composition by Strategy	Fair Value			Percentage of Portfolio		Fair Value			Percentage of Portfolio
Direct Originations		$	2,873,165		76%		$	2,644,594		71%
Broadly Syndicated/Other			902,557		24%			1,077,358		29%
Total		$	3,775,722		100%		$	3,721,952		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, and FS Advisor historically used, an investment rating system to characterize and monitor the expected level of returns on each investment in our portfolio. FS/EIG Advisor uses, and FS Advisor historically used, 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 June 30, 2019 and December 31, 2018:

	June 30, 2019					December 31, 2018
Investment Rating	Fair Value			Percentage of Portfolio		Fair Value			Percentage of Portfolio
1		$	—		—		$	—		—
2			3,291,755		87%			3,143,439		84%
3			214,361		6%			446,877		12%
4			—		—			—		—
5			269,606		7%			131,636		4%
Total		$	3,775,722		100%		$	3,721,952		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 and Six Months Ended June 30, 2019 and 2018

Revenues

Our investment income for the three and six months ended June 30, 2019 and 2018 was as follows:

	Three Months Ended June 30,										Six Months Ended June 30,
	2019					2018					2019					2018
	Amount			Percentage of Total Income		Amount			Percentage of Total Income		Amount			Percentage of Total Income		Amount			Percentage of Total Income
Interest income		$	83,067		97%		$	75,236		97%		$	167,712		96%		$	153,134		91%
Paid-in-kind interest income			2,824		3%			1,926		2%			5,079		2%			4,945		3%
Fee income			213		0%			910		1%			1,726		1%			9,966		6%
Total investment income(1)		$	86,104		100%		$	78,072		100%		$	174,517		100%		$	168,045		100%

(1)

For the three months ended June 30, 2019 and 2018, such revenues represent $78,014 and $73,570 of cash income earned as well as $8,090 and $4,502 in non-cash portions relating to accretion of discount and PIK interest, respectively. For the six months ended June 30, 2019 and 2018, such revenues represent $159,268 and $157,557 of cash income earned as well as $15,249 and $10,488 in non-cash portions relating to accretion of discount and PIK interest, 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 expect the dollar amount of interest income that we earn to increase as both the interest rates attributed to the investments within our investment portfolio and the proportion of directly originated investments in our investment portfolio increases. The increase in interest income and PIK income for the three and six months ended June 30, 2019 compared to the three and six months ended June 30, 2018 was primarily due to a combination of factors including an overall increase in the size of the investment portfolio, higher yields in certain of our investments, including directly originated investments, and a smaller allocation to non-income producing investments.

Fee income is transaction based, and typically consists of prepayment fees and structuring fees. As such, future fee income is generally dependent on new direct origination investments and the occurrence of events at existing portfolio companies resulting in such fees. The decrease in fee income for the three and six months ended June 30, 2019 compared to the three and six months ended June 30, 2018 was primarily due to the decrease of structuring and prepayment activity.

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Expenses

Our operating expenses for the three and six months ended June 30, 2019 and 2018 were as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Management fees		$	16,890		$	17,118		$	33,938		$	35,416
Administrative services expenses			1,252			802			2,045			1,595
Share transfer agent fees			800			650			1,493			1,293
Accounting and administrative fees			281			339			553			700
Interest expense			21,047			14,162			42,786			28,269
Trustees’ fees			190			184			378			634
Expenses associated with our independent audit and related fees			112			130			216			209
Legal fees			135			265			274			364
Printing fees			275			300			569			544
Other			374			205			738			716
Total operating expenses			41,356			34,155			82,990			69,740
Less: Management fee offset			(1,161)			—			(1,361)			—
Net operating expenses		$	40,195		$	34,155		$	81,629		$	69,740

The following table reflects selected expense ratios as a percent of average net assets for the three and six months ended June 30, 2019 and 2018:

	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Ratio of operating expenses to average net assets		1.54%		1.20%		3.12%		2.40%
Ratio of management fee offset to average net assets		(0.04)%		—		(0.05)%		—
Ratio of net operating expenses to average net assets		1.50%		1.20%		3.07%		2.40%
Ratio of interest expense to average net assets		(0.79)%		(0.50)%		(1.61)%		(0.97)%
Ratio of net operating expenses to average net assets, excluding interest expense		0.71%		0.70%		1.46%		1.43%

Interest expense may increase or decrease our expense ratios relative to comparative periods depending on changes in benchmark interest rates such as LIBOR, among other factors.

Management Fee Offset

During the three and six months ended June 30, 2019, $1,161 and $1,361, respectively, of structuring or other upfront fees received by FS/EIG Advisor were offset against management fees due to FS/EIG Advisor from us. See Note 4 to our unaudited consolidated financial statements contained in this quarterly report on Form 10-Q for a discussion of the management fees offset for the three and six months ended June 30, 2019.

Net Investment Income

Our net investment income totaled $45,909 ($0.10 per share) and $43,917 ($0.10 per share) for the three months ended June 30, 2019 and 2018, respectively and $92,888 ($0.21 per share) and $98,305 ($0.22 per share) for the six months ended June 30, 2019 and 2018, respectively.

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Net Realized Gains or Losses

Our net realized gains (losses) on investments and swap contracts for the three and six months ended June 30, 2019 and 2018, were as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Net realized gain (loss) on investments(1)		$	(625)		$	(10,564)		$	(3,899)		$	(78,444)
Net realized gain (loss) on swap contracts			926			—			2,457			—
Total net realized gain (loss)		$	301		$	(10,564)		$	(1,442)		$	(78,444)

(1)

We sold investments and received principal repayments of $260,809 and $46,568, respectively, during the three months ended June 30, 2019 and $655,374 and $84,823, respectively, during the three months ended June 30, 2018. We sold investments and received principal repayments of $561,126 and $97,693, respectively, during the six months ended June 30, 2019 and $956,568 and $341,998, respectively, during the six months ended June 30, 2018.

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

Our net change in unrealized appreciation (depreciation) on investments, swap contracts and foreign currency for the three and six months ended June 30, 2019 and 2018 were as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Net change in unrealized appreciation (depreciation) on investments		$	(12,452)		$	53,549		$	62,472		$	27,833
Net change in unrealized appreciation (depreciation) on swap contracts			1,587			—			(10,719)			—
Net change in unrealized appreciation (depreciation) on foreign currency			(1)			19			—			20
Total net change in unrealized appreciation (depreciation)		$	(10,866)		$	53,568		$	51,753		$	27,853

During the three months ended June 30, 2019, the net change in unrealized appreciation (depreciation) on our investments was primarily driven by the performance of certain of our upstream investments. The change in unrealized appreciation (depreciation) on our investments during three months ended June 30, 2018 was primarily driven by the performance of our broadly syndicated and directly originated investments. During the six months ended June 30, 2019, the net change in unrealized appreciation (depreciation) on our investments was primarily driven by the performance of certain of our midstream and power investments during the first quarter. The change in unrealized appreciation (depreciation) on our investments during the six months ended June 30, 2018 was primarily driven by the performance of our broadly syndicated and directly originated investments.

Net Increase (Decrease) in Net Assets Resulting from Operations

For the three months ended June 30, 2019 and 2018, the net increase (decrease) in net assets resulting from operations was $35,344 ($0.08 per share) and $86,921 ($0.20 per share), respectively. For the six months ended June 30, 2019 and 2018, the net increase (decrease) in net assets resulting from operations was $143,199 ($0.33 per share) and $47,714 ($0.11 per share), respectively.

Financial Condition, Liquidity and Capital Resources

Overview

As of June 30, 2019, we had $50,630 in unrestricted cash, which we or our wholly-owned subsidiaries held in custodial accounts, and $403,333 in borrowings available under our financing arrangements, subject to borrowing base and other limitations. As of June 30, 2019, we also had broadly syndicated investments

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that could be sold to create additional liquidity. As of June 30, 2019, we had eight senior secured loan investments with aggregate unfunded commitments of $55,841 and one preferred equity investment with an unfunded commitment of $833. 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.

Financing Arrangements

The following table presents a summary of information with respect to our outstanding financing arrangements as of June 30, 2019:

Arrangement(1)	Type of Arrangement	Rate	Amount Outstanding			Amount Available			Maturity Date
Goldman Facility	Term	L+3.72%		$	425,000		$	—	September 15, 2019
JPMorgan Facility	Revolving/Term	L+2.75%			216,667			403,333	February 16, 2023
Senior Secured Notes(2)	Bond	7.50%			500,000			—	August 15, 2023
Total				$	1,141,667		$	403,333

(1)

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

(2)

As of June 30, 2019, the fair value of the Senior Secured Notes was approximately $508,750.

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

RIC Tax Treatment and Distributions

We have elected to be treated for U.S. federal income tax purposes, and intend to qualify annually, as a RIC under Subchapter M of the Code. As a RIC, we generally do not have to pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that we distribute as dividends to our shareholders. To maintain our qualification as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. In addition, in order to maintain RIC tax treatment, we must distribute to our shareholders, for each tax year, dividends generally of an amount at least equal to 90% of our “investment company taxable income,” which is generally the sum of our net ordinary income plus the excess, if any, of realized net short-term capital gains over realized net long-term capital losses, determined without regard to any deduction for dividends paid. In addition, we may, in certain cases, satisfy the Annual Distribution Requirement by distributing dividends relating to a tax year after the close of such tax year under the “spillover dividend” provisions of Subchapter M of the Code. If we distribute a spillover dividend, such dividend will be included in a shareholder’s gross income for the tax year in which the spillover distribution is paid. We intend to make sufficient distributions to our shareholders to maintain our RIC tax treatment each tax year. We will also be subject to nondeductible U.S. federal excise taxes on certain undistributed income unless we distribute in a timely manner to our shareholders of an amount at least equal to the sum of (1) 98% of our net ordinary taxable income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of our capital gain net income, which is the excess of capital gains over capital losses (adjusted for certain ordinary losses), for the one-year period ending October 31 of that calendar year and (3) any ordinary income and capital gain net income for the preceding years that were not distributed during such years and on which we paid no U.S. federal

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income tax. Any distribution declared by us during October, November or December of any calendar year, payable to our shareholders of record on a specified date in such a month and actually paid during January of the following calendar year, will be treated as if it had been paid by us, as well as received by our U.S. shareholders, on December 31 of the calendar year in which the distribution was declared.

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

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

We intend to continue to make our 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.

The following table reflects the cash distributions per share that we have declared and paid on our common shares during the six months ended June 30, 2019 and 2018:

	Distribution
For the Three Months Ended	Per Share			Amount
Fiscal 2018
March 31, 2018		$	0.12500		$	54,823
June 30, 2018			0.12500			54,811
Total		$	0.25000		$	109,634
Fiscal 2019
March 31, 2019		$	0.12500		$	54,616
June 30, 2019			0.12500			54,574
Total		$	0.25000		$	109,190

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. 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

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inherently uncertain and that may change in subsequent periods. In preparing the financial statements, management has made estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. In preparing the financial statements, management has utilized available information, including our past history, industry standards and the current economic environment, among other factors, in forming its estimates and judgments, giving due consideration to materiality. Actual results may differ from these estimates. In addition, other companies may utilize different estimates, which may impact the comparability of our results of operations to those of companies in similar businesses. As we execute our operating plans, we will describe additional critical accounting policies in the notes to our future financial statements in addition to those discussed below.

Valuation of Portfolio Investments

We determine the fair value of our investment portfolio each quarter. Securities are valued at fair value as determined in good faith by our board of trustees. In connection with that determination, FS/EIG Advisor provides our board of trustees with portfolio company valuations which are based on relevant inputs, including, but not limited to, indicative dealer quotes, values of like securities, recent portfolio company financial statements and forecasts, and valuations prepared by independent third-party valuation services.

Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure, or ASC Topic 820, issued by the Financial Accounting Standards Board, or the FASB, clarifies the definition of fair value and requires companies to expand their disclosure about the use of fair value to measure assets and liabilities in interim and annual periods subsequent to initial recognition. ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, which includes inputs such as quoted prices for similar securities in active markets and quoted prices for identical securities where there is little or no activity in the market; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

With respect to investments for which market quotations are not readily available, we undertake a multi-step valuation process each quarter, as described below:

•

our quarterly fair valuation process begins with FS/EIG Advisor’s management team reviewing and documenting preliminary valuations of each portfolio company or investment, which valuations may be obtained from an independent third-party valuation service, if applicable;

•

FS/EIG Advisor’s management team then provides the valuation committee of our board of trustees, or the valuation committee, with the preliminary valuations for each portfolio company or investment;

•

preliminary valuations are then discussed with the valuation committee;

•

the valuation committee reviews the preliminary valuations and FS/EIG Advisor’s management team, 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

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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’s management team, 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 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’s management team, any approved independent third-party valuation services and our board of trustees may also consider private merger and acquisition statistics, public trading multiples discounted for illiquidity and other factors, valuations implied by third-party investments in the portfolio companies or industry practices in determining fair value. FS/EIG Advisor’s management team, 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’s management team 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’s management team, and has authorized FS/EIG Advisor’s management team 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.

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See Note 8 to our unaudited consolidated financial statements included herein for additional information regarding the fair value of our financial instruments.

Revenue Recognition

Security transactions are accounted for on the trade date. We record interest income on an accrual basis to the extent that we expect to collect such amounts. We record dividend income on the ex-dividend date. Distributions received from limited liability company, 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. We do not accrue as a receivable interest or dividends on loans and securities if we have reason to doubt our ability to collect such income. Our policy is to place investments on non-accrual status when there is reasonable doubt that interest income will be collected. We consider many factors relevant to an investment when placing it on or removing it from non-accrual status including, but not limited to, the delinquency status of the investment, economic and business conditions, the overall financial condition of the underlying investment, the value of the underlying collateral, bankruptcy status, if any, and any other facts or circumstances relevant to the investment. If there is reasonable doubt that we will receive any previously accrued interest, then the interest income will be written-off. Payments received on non-accrual investments may be recognized as income or applied to principal depending upon the collectability of the remaining principal and interest. Non-accrual investments may be restored to accrual status when principal and interest become current and are likely to remain current based on our judgment.

Loan origination fees, original issue discount and market discount are capitalized and we amortize such amounts as interest income over the respective term of the loan or security. Upon the prepayment of a loan or security, any unamortized loan origination fees and original issue discount are recorded as interest income. Structuring and other non-recurring upfront fees are recorded as fee income when earned. We record prepayment premiums on loans and securities as fee income when we earn such amounts.

Net Realized Gains or Losses, Net Change in Unrealized Appreciation or Depreciation and Net Change in Unrealized Gains or Losses on Foreign Currency

Gains or losses on the sale of investments are calculated by using the specific identification method. We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized fees. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized gains or losses when gains or losses are realized and the respective unrealized gain or loss on foreign currency for any foreign denominated investments we may hold. Net change in unrealized gains or losses on foreign currency reflects the change in the value of foreign currency held, receivables or accruals during the reporting period due to the impact of foreign currency fluctuations.

Swap Contracts

We enter into swap contracts to economically hedge against the variability in cash flows associated with the sale of future crude oil and natural gas production. 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. Our fixed price swaps are settled monthly based on differences between the fixed price specified in the contract and the referenced settlement price. When the referenced settlement price is less than the price specified in the contract, we receive an amount from the counterparty based on the price difference multiplied by the volume. Similarly, when the referenced settlement price exceeds the price specified in the contract, we pay the counterparty an amount based on the price difference multiplied by the volume.

Uncertainty in Income Taxes

We evaluate our tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax benefits or liabilities in our consolidated financial statements. Recognition of a tax benefit or liability with respect to an uncertain tax position is required

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only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. We recognize interest and penalties, if any, related to unrecognized tax liabilities as income tax expense in our consolidated statements of operations. During the six months ended June 30, 2019 and 2018, we did not incur any interest or penalties.

See Note 2 to our unaudited consolidated financial statements included herein for additional information regarding our significant accounting policies.

Contractual Obligations

We have entered into an agreement with 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 paid on a quarterly basis in arrears. FS/EIG Advisor agreed to waive incentive fees on income for the period of twelve months ended December 31, 2018. See Note 4 to our unaudited consolidated financial statements included herein for a discussion of this agreement and for the amount of fees and expenses accrued under these agreements during the six months ended June 30, 2019 and 2018.

A summary of our significant contractual payment obligations for the repayment of outstanding indebtness at June 30, 2019 is as follows:

	��		Payments Due By Period
		Maturity Date(1)	Total			Less than 1 year			1–3 years		3–5 years			More than 5 years
Goldman Facility(2)		September 15, 2019		$	425,000		$	425,000		—			—		—
JPMorgan Facility(3)		February 16, 2023		$	216,667			—		—		$	216,667		—
Senior Secured Notes(2)		August 15, 2023		$	500,000			—		—		$	500,000		—

(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 June 30, 2019, no amounts remained unused under the financing arrangement.

(3)

At June 30, 2019, $403,333 remained unused under the financing arrangement.

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 June 30, 2019, 45.9% of our portfolio investments (based on fair value) paid variable interest rates, 31.2% paid fixed interest rates, 14.1% were income producing preferred equity and equity/other investments and the remainder (8.8%) 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.

Pursuant to the terms of each credit facility and financing arrangement, all credit facilities and financing arrangements, with the exception of the Senior Secured Notes, borrow at a floating rate based on a benchmark interest rate. Under the indenture governing the Senior Secured Notes, we pay interest to the holders of such notes at a fixed rate. To the extent that any present or future credit facilities or other

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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 June 30, 2019 (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 100 basis points		$	(16,215)		$	(6,526)		$	(9,689)		(3.7)%
No change			—			—			—		—
Up 100 basis points		$	17,298		$	6,526		$	10,772		4.1%
Up 300 basis points		$	52,131		$	19,579		$	32,552		12.3%
Up 500 basis points		$	86,964		$	32,631		$	54,333		20.6%

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 six months ended June 30, 2019 and 2018, we did not engage in interest rate hedging activities.

In addition, we may have risks regarding portfolio valuation and the potential inability of counterparties to meet the terms of their contracts. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Valuation of Portfolio Investments.”

Item 4.

Controls and Procedures.

As required by Rule 13a-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2019. Based on the foregoing, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that we would meet our disclosure obligations.

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 June 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1.

Legal Proceedings.

We are not currently subject to any material legal proceedings 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.

There have been no material changes from the risk factors set forth in our annual report on Form 10-K for the year ended December 31, 2018.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

The table below provides information concerning our repurchases of common shares during the six months ended June 30, 2019 pursuant to our share repurchase program and de minimis account liquidation.

Period	Total Number of Shares Purchased		Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
April 1 to April 30, 2019		4,663,575		$	6.20		4,663,575		(1)
May 1 to May 31, 2019		—			—		—		—
June 1 to June 30, 2019		—			—		—		—
Total		4,663,575		$	6.20		4,663,575		(1)

(1)

The maximum number of common shares available for repurchase pursuant to our share repurchase program on April 1, 2019 was 10,974,088. A description of the maximum number of common shares that may be repurchased under our share repurchase program and a description of the de minimis account liquidation are set forth in Note 3 to our unaudited consolidated financial statements contained in this quarterly report on Form 10-Q.

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 Credit Agreement, dated as of June 11, 2014, by and among FSEP Term Funding, LLC and Deutsche Bank AG, New York Branch. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on June 17, 2014.)
	10.8			First Amendment to Amended and Restated Credit Agreement, dated as of June 11, 2015, by and among FSEP Term Funding, LLC and Deutsche Bank AG, New York Branch. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on June 15, 2015.)
	10.9			Second Amendment to Amended and Restated Credit Agreement, dated as of June 10, 2016, by and among FSEP Term Funding, LLC, as borrower, Deutsche Bank AG, New York Branch, as administrative agent and a lender, and the other lenders party thereto. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on June 16, 2016.)

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	10.10			Third Amendment to Amended and Restated Credit Agreement, dated as of June 9, 2017, by and among FSEP Term Funding, LLC, as borrower, Deutsche Bank AG, New York Branch, as administrative agent and a lender, and the other lenders party thereto. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on June 14, 2017.)
	10.11			Fourth Amendment to Amended and Restated Credit Agreement, dated as of June 11, 2018, by and among FSEP Term Funding, LLC, as borrower, Deutsche Bank AG, New York Branch, as administrative agent and a lender, and the other lenders party thereto. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on June 15, 2018.)
	10.12			Asset Contribution Agreement, dated as of June 24, 2011, by and between FS Energy and Power Fund and FSEP Term Funding, LLC. (Incorporated by reference to Exhibit 10.8 to FS Energy and Power Fund’s Quarterly Report on Form 10-Q filed on June 27, 2011.)
	10.13			Investment Management Agreement, dated as of June 24, 2011, by and between FS Energy and Power Fund and FSEP Term Funding, LLC. (Incorporated by reference to Exhibit 10.9 to FS Energy and Power Fund’s Quarterly Report on Form 10-Q filed on June 27, 2011.)
	10.14			Security Agreement, dated as of June 24, 2011, by and between FSEP Term Funding, LLC and Deutsche Bank AG, New York Branch. (Incorporated by reference to Exhibit 10.10 to FS Energy and Power Fund’s Quarterly Report on Form 10-Q filed on June 27, 2011.)
	10.15			Termination and Release Acknowledgment, dated as of May 11, 2012, by Citibank N.A. in favor of FS Energy and Power Fund. (Incorporated by reference to Exhibit 10.15 to FS Energy and Power Fund’s Quarterly Report on Form 10-Q filed on May 15, 2012.)
	10.16			Termination Acknowledgment (TRS), dated as of May 24, 2013, by and between EP Investments LLC and Citibank, N.A. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on May 31, 2013.)
	10.17			Loan Agreement, dated as of May 24, 2013, by and among EP Funding LLC, the financial institutions and other lenders from time to time party thereto and Citibank, N.A., as administrative agent. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on May 29, 2013.)
	10.18			Account Control Agreement, dated as of May 24, 2013, by and among EP Funding LLC, Citibank, N.A. and Virtus Group, LP. (Incorporated by reference to Exhibit 10.2 to FS Energy and Power Fund’s Current Report on Form 8-K filed on May 29, 2013.)
	10.19			Security Agreement, dated as of May 24, 2013, by and between EP Funding LLC and Citibank, N.A. (Incorporated by reference to Exhibit 10.3 to FS Energy and Power Fund’s Current Report on Form 8-K filed on May 29, 2013.)
	10.20			Investment Management Agreement, dated as of May 24, 2013, by and between FS Energy and Power Fund and EP Funding LLC. (Incorporated by reference to Exhibit 10.4 to FS Energy and Power Fund’s Current Report on Form 8-K filed on May 29, 2013.)
	10.21			Credit Agreement, dated as of July 11, 2013, by and among Energy Funding LLC, Natixis, New York Branch, Wells Fargo Bank, National Association and the other lenders from time to time party thereto. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on July 16, 2013.)
	10.22			Securities Account Control Agreement, dated as of July 11, 2013, by and among Energy Funding LLC and Wells Fargo Bank, National Association. (Incorporated by reference to Exhibit 10.2 to FS Energy and Power Fund’s Current Report on Form 8-K filed on July 16, 2013.)
	10.23			Collateral Management Agreement, dated as of July 11, 2013, by and between FS Energy and Power Fund and Energy Funding LLC. (Incorporated by reference to Exhibit 10.3 to FS Energy and Power Fund’s Current Report on Form 8-K filed on July 16, 2013.)

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	10.24			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.)
	10.25			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.)
	10.26			Committed Facility Agreement, dated as of December 11, 2013, by and between Berwyn Funding LLC and BNP Paribas Prime Brokerage, Inc. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on December 17, 2013.)
	10.27			First Amendment Agreement, dated as of August 18, 2014, between BNP Paribas Prime Brokerage, Inc., on behalf of itself and as agent for the BNPP Entities, and Berwyn Funding LLC. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on August 21, 2014.)
	10.28			Fifth Amendment to the Committed Facility Agreement, dated as of May 4, 2016 by and between Berwyn Funding LLC and BNP Paribas Prime Brokerage, Inc. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on May 10, 2016.)
	10.29			U.S. PB Agreement, dated as of December 11, 2013, by and between Berwyn Funding LLC and BNP Paribas Prime Brokerage, Inc. (Incorporated by reference to Exhibit 10.2 to FS Energy and Power Fund’s Current Report on Form 8-K filed on December 17, 2013.)
	10.30			First Amendment to the U.S. PB Agreement, dated as of May 4, 2016, by and between Berwyn Funding LLC and BNP Paribas Prime Brokerage, Inc. (Incorporated by reference to Exhibit 10.2 to FS Energy and Power Fund’s Current Report on Form 8-K filed on May 10, 2016.)
	10.31			Special Custody and Pledge Agreement, dated as of December 11, 2013, by and among State Street Bank and Trust Company, Berwyn Funding LLC and BNP Paribas Prime Brokerage, Inc. (Incorporated by reference to Exhibit 10.3 to FS Energy and Power Fund’s Current Report on Form 8-K filed on December 17, 2013.)
	10.32			Investment Management Agreement, dated as of December 11, 2013, by and between FS Energy and Power Fund and Berwyn Funding LLC. (Incorporated by reference to Exhibit 10.4 to FS Energy and Power Fund’s Current Report on Form 8-K filed on December 17, 2013.)
	10.33			Loan and Servicing Agreement, dated as of September 9, 2014, among Wayne Funding LLC, as borrower, Wells Fargo Securities, LLC, as administrative agent, Wells Fargo Bank, National Association, as collateral agent, account bank and collateral custodian, and the other lenders and lender agents from time to time party thereto. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on September 15, 2014.)
	10.34			First Amendment to the Loan and Servicing Agreement, dated as of October 13, 2016, among Wayne Funding LLC, as Borrower, Wells Fargo Securities, LLC, as Administrative Agent, Wells Fargo Bank, National Association, as institutional lender, and Wells Fargo Bank, National Association, as collateral agent, account bank and collateral custodian. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on October 14, 2016.)
	10.35			Purchase and Sale Agreement, dated as of September 9, 2014, by and between Wayne Funding LLC, as purchaser, and FS Energy and Power Fund, as seller. (Incorporated by reference to Exhibit 10.2 to FS Energy and Power Fund’s Current Report on Form 8-K filed on September 15, 2014.)
	10.36			Collateral Management Agreement, dated as of September 9, 2014, by and between Wayne Funding LLC and FS Energy and Power Fund, as collateral manager. (Incorporated by reference to Exhibit 10.3 to FS Energy and Power Fund’s Current Report on Form 8-K filed on September 15, 2014.)

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	10.37			Securities Account Control Agreement, dated as of September 9, 2014, by and among Wayne Funding LLC, as pledgor, Wells Fargo Bank, National Association, as collateral agent, and Wells Fargo Bank, National Association, as securities intermediary. (Incorporated by reference to Exhibit 10.4 to FS Energy and Power Fund’s Current Report on Form 8-K filed on September 15, 2014.)
	10.38			Amended and Restated Sale and Contribution Agreement, dated as of September 11, 2014, by and between FS Energy and Power Fund and Gladwyne Funding LLC. (Incorporated by reference to Exhibit 10.5 to FS Energy and Power Fund’s Current Report on Form 8-K filed on September 15, 2014.)
	10.39			Indenture, dated as of September 11, 2014, by and between Gladwyne Funding LLC and Citibank, N.A., as trustee. (Incorporated by reference to Exhibit 10.6 to FS Energy and Power Fund’s Current Report on Form 8-K filed on September 15, 2014.)
	10.40			First Supplemental Indenture, dated as of December 15, 2014, by and between Gladwyne Funding LLC and Citibank, N.A., as trustee. (Incorporated by reference to Exhibit 10.1 of FS Energy and Power Fund’s Current Report on Form 8-K filed on December 19, 2014.)
	10.41			Second Supplemental Indenture, dated as of September 21, 2016, by and between Gladwyne Funding LLC and Citibank, N.A., as trustee. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on September 22, 2016.)
	10.42			Gladwyne Funding LLC Floating Rate Notes due 2024. (Incorporated by reference to Exhibit 10.7 to FS Energy and Power Fund’s Current Report on Form 8-K filed on September 15, 2014.)
	10.43			Amended and Restated September 1996 Version Master Repurchase Agreement between Goldman Sachs Bank USA and Strafford Funding LLC, dated as of September 21, 2016. (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on September 22, 2016.)
	10.44			Second Amended and Restated Master Confirmation, dated as of September 21, 2016, by and between Goldman Sachs Bank USA and Strafford Funding LLC. (Incorporated by reference to Exhibit 10.56 of FS Energy and Power Fund’s Quarterly Report on Form 10-Q filed on November 9, 2016.)
	10.45			Amended and Restated Revolving Credit Agreement, dated as of December 15, 2014, by and between FS Energy and Power Fund and Strafford Funding LLC. (Incorporated by reference to Exhibit 10.3 of FS Energy and Power Fund’s Current Report on Form 8-K filed on December 19, 2014.)
	10.46			Amended and Restated Investment Management Agreement, dated as of September 11, 2014, by and between Gladwyne Funding LLC and FS Energy and Power Fund. (Incorporated by reference to Exhibit 10.10 to FS Energy and Power Fund’s Current Report on Form 8-K filed on September 15, 2014.)
	10.47			Collateral Administration Agreement, dated as of September 11, 2014, by and among Gladwyne Funding LLC, FS Energy and Power Fund and Virtus Group, LP. (Incorporated by reference to Exhibit 10.11 to FS Energy and Power Fund’s Current Report on Form 8-K filed on September 15, 2014.)
	10.48			Term Loan and Security Agreement, dated as of November 6, 2015, by and among Foxfields Funding LLC, Fortress Credit Co LLC, as administrative agent, the lenders from time to time party thereto and the other loan parties from time to time party thereto. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on November 12, 2015.)
	10.49			Contribution Agreement, dated as of November 6, 2015, by and between FS Energy and Power Fund and Foxfields Funding LLC. (Incorporated by reference to Exhibit 10.2 to FS Energy and Power Fund’s Current Report on Form 8-K filed on November 12, 2015.)

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	10.50			Investment Management Agreement, dated as of November 6, 2015, by and between FS Energy and Power Fund and Foxfields Funding LLC. (Incorporated by reference to Exhibit 10.3 to FS Energy and Power Fund’s Current Report on Form 8-K filed on November 12, 2015.)
	10.51			Securities Account Control Agreement, dated as of November 6, 2015, by and among Foxfields Funding LLC, Fortress Credit Co LLC, as administrative agent and State Street Bank and Trust Company. (Incorporated by reference to Exhibit 10.4 to FS Energy and Power Fund’s Current Report on Form 8-K filed on November 12, 2015.)
	10.52			Guaranty, dated as of November 6, 2015, by and between FS Energy and Power Fund and Fortress Credit Co LLC. (Incorporated by reference to Exhibit 10.5 to FS Energy and Power Fund’s Current Report on Form 8-K filed on November 12, 2015.)
	10.53			Pledge Agreement, dated as of November 6, 2015, by and between FS Energy and Power Fund and Fortress Credit Co LLC. (Incorporated by reference to Exhibit 10.6 to FS Energy and Power Fund’s Current Report on Form 8-K filed on November 12, 2015.)
	10.54			First Amendment to Term Loan and Security Agreement, dated as of November 25, 2015, by and among Foxfields Funding LLC, Fortress Credit Co LLC, as administrative agent, the lenders signatory thereto. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on December 1, 2015.)
	10.55			Consent and Third Amendment to Term Loan and Security Agreement, dated as of March 16, 2018, among Foxfields Funding LLC, as borrower, Fortress Credit Co LLC, as administrative agent, and the lenders party thereto. (Incorporated by reference to Exhibit 10.2 to FS Energy and Power Fund’s Current Report on Form 8-K filed on March 19, 2018.)
	10.56			Senior Secured Revolving Credit Agreement, dated as of May 18, 2016, by and among Bryn Mawr Funding LLC, Barclays Bank PLC, as administrative agent, and the lenders from time to time party thereto. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on May 24, 2016.)
	10.57			Contribution Agreement, dated as of May 18, 2016, by and between FS Energy and Power Fund and Bryn Mawr Funding LLC. (Incorporated by reference to Exhibit 10.2 to FS Energy and Power Fund’s Current Report on Form 8-K filed on May 24, 2016.)
	10.58			Investment Management Agreement, dated as of May 18, 2016, by and between FS Energy and Power Fund and Bryn Mawr Funding LLC. (Incorporated by reference to Exhibit 10.3 to FS Energy and Power Fund’s Current Report on Form 8-K filed on May 24, 2016.)
	10.59			Control Agreement, dated as of May 18, 2016, by and among Bryn Mawr Funding LLC, Barclays Bank PLC, as collateral agent, and State Street Bank and Trust Company, as custodian. (Incorporated by reference to Exhibit 10.4 to FS Energy and Power Fund’s Current Report on Form 8-K filed on May 24, 2016.)
	10.60			Guaranty, dated as of May 18, 2016, by and between FS Energy and Power Fund and Barclays Bank PLC, as collateral agent. (Incorporated by reference to Exhibit 10.5 to FS Energy and Power Fund’s Current Report on Form 8-K filed on May 24, 2016.)
	10.61			Pledge Agreement, dated as of May 18, 2016, by and between FS Energy and Power Fund and Barclays Bank PLC, as collateral agent. (Incorporated by reference to Exhibit 10.6 to FS Energy and Power Fund’s Current Report on Form 8-K filed on May 24, 2016.)
	10.62			Guarantee, Pledge and Security Agreement, dated as of May 18, 2016, by and among Bryn Mawr Funding LLC, any subsidiary guarantors from time to time party thereto, Barclays Bank PLC, as revolving administrative agent, and Barclays Bank PLC, as collateral agent. (Incorporated by reference to Exhibit 10.7 to FS Energy and Power Fund’s Current Report on Form 8-K filed on May 24, 2016.)

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	10.63			First Amendment to Senior Secured Revolving Credit Agreement, dated as of March 14, 2018, among Bryn Mawr Funding, LLC, the lenders party thereto, Barclays Bank PLC, as administrative agent, and FS Energy and Power Fund. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on March 19, 2018.)
	10.64			Credit Agreement, dated as of April 19, 2017, 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 April 25, 2017.)
	10.65			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.)
	10.66			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.)
	10.67			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.)
	10.68			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.)
	31.1*			Certification of Chief Executive Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended.
	31.2*			Certification of Chief Financial Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended.
	32.1*			Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on August 13, 2019.

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-Q2019 Q2 Quarterly report

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