FS ENERGY AND POWER FUND II
201 ROUSE BOULEVARD
PHILADELPHIA, PENNSYLVANIA 19112
(215) 495-1150
December 23, 2016
VIA EDGAR
Marianne Dobelbower
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549
Re: FS Energy and Power Fund II
Application for Withdrawal of the Registration Statement on Form N-2
File Number 333-195237
Dear Ms. Dobelbower:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended, FS Energy and Power Fund II (the “Company”) hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal of the Company’s Registration Statement on Form N-2 (File No. 333-195237), together with all amendments and exhibits thereto, originally filed by the Company with the Commission on April 14, 2014 (the “Registration Statement”).
The Company has determined not to proceed with the offering at this time. The Company confirms that no securities have been issued pursuant to the Registration Statement.
Pursuant to the foregoing, the Company hereby respectfully requests that the withdrawal of the Registration Statement be effective as of the date hereof or as soon as practicable thereafter and that a written order granting the withdrawal of the Registration Statement be issued by the Commission.
Please contact James A. Lebovitz of Dechert LLP at (215) 994-2510 if you have any questions.
| Very truly yours, | |
|
| |
| FS ENERGY AND POWER FUND II | |
|
| |
| By: | /s/ Stephen S. Sypherd |
| Name: | Stephen S. Sypherd |
| Title: | Vice President, Treasurer and Secretary |
