FS Energy & Power Fund - FORM 10-Q

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TABLE OF CONTENTS

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q


ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2017
o		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 (State or other jurisdiction of incorporation or organization)		27-6822130 (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 ý No o.

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 o No o.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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 o		Accelerated filer o		Non-accelerated filer ý (Do not check if a smaller reporting company)		Smaller reporting company o Emerging growth company o

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý.

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 441,431,224 common shares of beneficial interest outstanding as of May 11, 2017.

Table of Contents

TABLE OF CONTENTS



PART I—FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS
	Consolidated Balance Sheets as of March 31, 2017 (Unaudited) and December 31, 2016	1
	Unaudited Consolidated Statements of Operations for the three months ended March 31, 2017 and 2016	2
	Unaudited Consolidated Statements of Changes in Net Assets for the three months ended March 31, 2017 and 2016	3
	Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016	4
	Consolidated Schedules of Investments as of March 31, 2017 (Unaudited) and December 31, 2016	5
	Notes to Unaudited Consolidated Financial Statements	19
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	55
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	78
ITEM 4.	CONTROLS AND PROCEDURES	79
PART II—OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	80
ITEM 1A.	RISK FACTORS	80
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	80
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	80
ITEM 4.	MINE SAFETY DISCLOSURES	80
ITEM 5.	OTHER INFORMATION	80
ITEM 6.	EXHIBITS	81
	SIGNATURES	87

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)

	March 31, 2017 (Unaudited)			December 31, 2016

Assets
Investments, at fair value
Non-controlled/unaffiliated investments (amortized cost—$3,268,628 and $2,959,314, respectively)	$	3,174,926		$	2,838,377
Non-controlled/affiliated investments (amortized cost—$974,523 and $977,010, respectively)		1,046,950			1,071,032
Controlled/affiliated investments (amortized cost—$27,164 and $26,664, respectively)		—			1,031

Total investments, at fair value (amortized cost—$4,270,315 and $3,962,988, respectively)		4,221,876			3,910,440
Cash		96,398			317,520
Receivable for investments sold and repaid		306,514			22
Income receivable		59,005			37,857
Deferred financing costs		1,704			2,443
Reimbursement due from sponsor⁽¹⁾		18,220			—
Prepaid expenses and other assets		212			15

Total assets	$	4,703,929		$	4,268,297

Liabilities
Payable for investments purchased	$	279,110		$	6,046
Credit facilities payable (net of deferred financing costs of $978 and $1,045, respectively)		683,414			547,620
Repurchase agreement payable (net of deferred financing costs of $59 and $91, respectively)⁽²⁾		324,941			324,909
Shareholder distributions payable		10,585			9,474
Management fees payable		22,385			20,855
Subordinated income incentive fees payable⁽³⁾		10,499			—
Administrative services expense payable		1,355			1,477
Interest payable		4,648			4,328
Trustees' fees payable		250			250
Other accrued expenses and liabilities		4,593			4,444

Total liabilities		1,341,780			919,403

Commitments and contingencies ($18,220 and $0, respectively)⁽⁴⁾
Shareholders' equity
Preferred shares, $0.001 par value, 50,000,000 shares authorized, none issued and outstanding		—			—
Common shares, $0.001 par value, 450,000,000 shares authorized, 443,982,283 and 440,162,095 shares issued and outstanding, respectively		444			440
Capital in excess of par value⁽⁵⁾		3,831,979			3,802,263
Accumulated undistributed net realized gains (losses) on investments and gain/loss on foreign currency⁽⁵⁾		(418,102	)		(387,452	)
Accumulated undistributed (distributions in excess of) net investment income⁽⁵⁾		(3,714	)		(13,738	)
Net unrealized appreciation (depreciation) on investments and unrealized gain/loss on foreign currency		(48,458	)		(52,619	)

Total shareholders' equity		3,362,149			3,348,894

Total liabilities and shareholders' equity	$	4,703,929		$	4,268,297

Net asset value per common share at period end	$	7.57		$	7.61

(1): See Note 4 for a discussion of expense reimbursements payable to the Company by its investment adviser and affiliates.
(2): See Note 8 for a discussion of the Company's repurchase transaction.
(3): See Note 2 and Note 4 for a discussion of the methodology employed by the Company in calculating the subordinated income incentive fees.
(4): See Note 9 for a discussion of the Company's commitments and contingencies.
(5): See Note 5 for a discussion of the sources of distributions paid by the Company.

See notes to unaudited consolidated financial statements.

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FS Energy and Power Fund

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

	Three Months Ended March 31,

	2017			2016
Investment income
From non-controlled/unaffiliated investments:
Interest income	$	74,541		$	77,742
Fee income		23,822			820
From non-controlled/affiliated investments:
Interest income		17,883			11,992
Fee income		—			7,356

Total investment income		116,246			97,910

Operating expenses
Management fees		22,385			17,241
Subordinated income incentive fees⁽¹⁾		10,499			5,774
Administrative services expenses		808			884
Share transfer agent fees		734			742
Accounting and administrative fees		422			286
Interest expense		10,235			9,352
Trustees' fees		250			250
Offering costs		—			125
Other general and administrative expenses		1,069			833

Total operating expenses		46,402			35,487
Less: Expense reimbursement from sponsor⁽²⁾		(18,220	)		—

Net expenses		28,182			35,487

Net investment income before taxes		88,064			62,423
Income taxes		56			33

Net investment income		88,008			62,390

Realized and unrealized gain/loss
Net realized gain (loss) on investments:
Non-controlled/unaffiliated		(30,861	)		(59,276	)
Non-controlled/affiliated		208			2,265
Net realized gain (loss) on foreign currency		3			—
Net change in unrealized appreciation (depreciation) on investments:
Non-controlled/unaffiliated		27,235			(31,337	)
Non-controlled/affiliated		(21,595	)		(12,518	)
Controlled/affiliated		(1,531	)		—
Net change in unrealized gain (loss) on foreign currency		52			16

Total net realized and unrealized gain (loss)		(26,489	)		(100,850	)

Net increase (decrease) in net assets resulting from operations	$	61,519		$	(38,460	)



Per share information—basic and diluted
Net increase (decrease) in net assets resulting from operations (Earnings per Share)	$	0.14		$	(0.10	)



Weighted average shares outstanding		440,957,676			377,688,379

(1): See Note 2 and Note 4 for a discussion of the methodology employed by the Company in calculating the subordinated income incentive fees.
(2): See Note 4 for a discussion of expense reimbursements payable to the Company by its investment adviser and affiliates.

See notes to unaudited consolidated financial statements.

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FS Energy and Power Fund

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

	Three Months Ended March 31,

	2017			2016
Operations
Net investment income	$	88,008		$	62,390
Net realized gain (loss) on investments and foreign currency		(30,650	)		(57,011	)
Net change in unrealized appreciation (depreciation) on investments		4,109			(43,855	)
Net change in unrealized gain (loss) on foreign currency		52			16

Net increase (decrease) in net assets resulting from operations		61,519			(38,460	)

Shareholder distributions⁽¹⁾
Distributions from net investment income		(77,984	)		(66,720	)

Net decrease in net assets resulting from shareholder distributions		(77,984	)		(66,720	)

Capital share transactions⁽²⁾
Issuance of common shares		—			84,697
Reinvestment of shareholder distributions		46,964			42,231
Repurchases of common shares		(17,244	)		(18,339	)

Net increase (decrease) in net assets resulting from capital share transactions		29,720			108,589

Total increase (decrease) in net assets		13,255			3,409
Net assets at beginning of period		3,348,894			2,417,861

Net assets at end of period	$	3,362,149		$	2,421,270



Accumulated undistributed (distributions in excess of) net investment income⁽¹⁾	$	(3,714	)	$	9,694

(1): See Note 5 for a discussion of the sources of distributions paid by the Company.
(2): See Note 3 for a discussion of the Company's common share transactions.

See notes to unaudited consolidated financial statements.

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FS Energy and Power Fund

Unaudited Consolidated Statements of Cash Flows
(in thousands)

	Three Months Ended March 31,

	2017			2016
Cash flows from operating activities
Net increase (decrease) in net assets resulting from operations	$	61,519		$	(38,460	)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases of investments		(766,544	)		(108,640	)
Paid-in-kind interest		(8,223	)		(8,071	)
Proceeds from sales and repayments of investments		442,033			151,330
Net realized (gain) loss on investments		30,653			57,011
Net change in unrealized (appreciation) depreciation on investments		(4,109	)		43,855
Accretion of discount		(5,246	)		(4,230	)
Amortization of deferred financing costs		838			785
Amortization of deferred offering costs		—			125
(Increase) decrease in receivable for investments sold and repaid		(306,492	)		13,717
(Increase) decrease in income receivable		(21,148	)		(7,536	)
(Increase) decrease in expense reimbursement due from sponsor⁽¹⁾		(18,220	)		—
(Increase) decrease in prepaid expenses and other assets		(197	)		63
Increase (decrease) in payable for investments purchased		273,064			789
Increase (decrease) in management fees payable		1,530			(1,097	)
Increase (decrease) in subordinated income incentive fees payable		10,499			(6,274	)
Increase (decrease) in administrative services expense payable		(122	)		(320	)
Increase (decrease) in interest payable⁽²⁾		320			1,573
Increase (decrease) in trustees' fees payable		—			(4	)
Increase (decrease) in other accrued expenses and liabilities		149			(169	)

Net cash provided by (used in) operating activities		(309,696	)		94,447

Cash flows from financing activities
Issuance of common shares		—			82,338
Reinvestment of shareholder distributions		46,964			42,231
Repurchases of common shares		(17,244	)		(18,339	)
Offering costs incurred		—			(1,500	)
Shareholder distributions		(76,873	)		(66,736	)
Borrowings under credit facilities		140,000			—
Repayments under credit facilities		(4,273	)		(97,503	)
Deferred financing costs paid		—			(221	)

Net cash provided by (used in) financing activities		88,574			(59,730	)

Total increase (decrease) in cash		(221,122	)		34,717
Cash at beginning of period		317,520			368,867

Cash at end of period	$	96,398		$	403,584



Supplemental disclosure
Excise and state taxes paid	$	3		$	400



Non-cash purchase of investments	$	(16,062	)	$	(25,026	)



Non-cash sales of investments	$	16,062		$	25,026

(1): See Note 4 for a discussion of expense reimbursements payable to the Company by its investment adviser and affiliates.
(2): See Note 8 for a discussion of the Company's credit facilities and repurchase transaction. During the three months ended March 31, 2017 and 2016, the Company paid $5,548 and $4,314, respectively, in interest expense on the credit facilities. During the three months ended March 31, 2017 and 2016, the Company paid $3,529 and $2,680, respectively, in interest expense pursuant to the repurchase agreement.

See notes to unaudited consolidated financial statements.

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FS Energy and Power Fund

Unaudited Consolidated Schedule of Investments
As of March 31, 2017
(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—28.5%
Abaco Energy Technologies LLC	(f)(g)(j)(bb)	Service & Equipment	L+700, 2.5% PIK (2.5% Max PIK)		1.0	%	11/20/20	$	65,166	$	62,214		$	57,998
Allied Wireline Services, LLC	(g)(k)(l)	Service & Equipment	L+400, 5.5% PIK (5.5% Max PIK)		1.5	%	2/28/19		110,434		109,695			109,053
Alon USA Partners, L.P.	(g)(i)(j)(m)	Downstream	L+800		1.3	%	11/26/18		11,034		11,154			11,061
Altus Power America, Inc.	(j)(p)	Power	L+750		1.5	%	9/30/21		75,732		75,732			77,057
Altus Power America, Inc.	(e)(p)	Power	L+750		1.5	%	9/30/21		25,518		25,518			25,965
AP Exhaust Acquisition, LLC	(g)(l)	Service & Equipment	L+775		1.5	%	1/16/21		15,811		15,811			15,455
BL Sand Hills Unit, L.P.	(l)	Upstream	Prime+650		3.5	%	12/17/17		40,807		35,439			31,422
BL Sand Hills Unit, L.P.	(e)	Upstream	Prime+650		3.5	%	12/17/17		15,000		13,027			11,550
Cactus Wellhead, LLC	(g)(i)(j)	Service & Equipment	L+600		1.0	%	7/31/20		60,712		58,949			58,283
Cimarron Energy Inc.	(g)	Service & Equipment	L+775, 3.8% PIK (3.8% Max PIK)		1.0	%	12/15/19		23,664		23,664			23,546
CITGO Holding, Inc.	(f)	Downstream	L+850		1.0	%	5/12/18		27,685		28,009			28,198
Crestwood Holdings LLC	(f)(g)	Midstream	L+800		1.0	%	6/19/19		29,617		29,700			29,691
EnergySolutions, LLC		Service & Equipment	L+575		1.0	%	5/29/20		1,859		1,837			1,883
Gulf Finance, LLC	(f)(i)	Midstream	L+525		1.0	%	8/25/23		18,905		18,381			18,913
Industrial Group Intermediate Holdings, LLC	(i)	Service & Equipment	L+800		1.3	%	5/31/20		22,218		22,218			22,551
JSS Holdings, Inc.		Service & Equipment	L+800		1.0	%	3/31/23		15,000		14,850			14,850
JSS Holdings, Inc.	(e)	Service & Equipment	L+800		1.0	%	3/31/23		2,727		2,727			2,727
Lusk Operating LLC	(r)(z)(aa)	Upstream	Prime+500 PIK (8.8% Max PIK)		3.3	%	4/30/17		28,997		27,164			—
MB Precision Holdings LLC	(g)	Service & Equipment	L+725, 1.5% PIK (1.5% Max PIK)		1.3	%	1/23/20		12,868		12,868			12,675
Moxie Liberty LLC	(g)(j)	Power	L+650		1.0	%	8/21/20		32,074		32,155			31,674
Panda Temple Power, LLC	(j)(r)(z)	Power	L+625		1.0	%	3/6/22		9,923		9,782			8,435
Panda Temple Power II, LLC	(g)(j)	Power	L+600		1.3	%	4/3/19		18,852		18,979			16,566
Power Distribution, Inc.	(i)	Power	L+725		1.3	%	1/25/23		30,155		30,155			30,155
Strike, LLC	(e)	Midstream	L+800		1.0	%	5/30/19		35,000		34,504			35,700
Strike, LLC	(i)(j)	Midstream	L+800		1.0	%	11/30/22		51,844		50,361			52,881
Summit Midstream Partners Holdings LLC	(f)	Midstream	L+600		1.0	%	5/15/22		16,667		16,500			17,000
Sunnova Asset Portfolio 5 Holdings, LLC	(j)(l)(p)	Power	12.0%, 0.0% PIK (12.0% Max PIK)				11/14/21		137,449		135,525			137,449
Swift Worldwide Resources US Holdings Corp.	(g)(j)	Service & Equipment	L+1100		1.0	%	7/20/21		58,467		58,467			59,490
UTEX Industries, Inc.	(f)	Service & Equipment	L+400		1.0	%	5/21/21		16,390		14,689			15,418
Warren Resources, Inc.	(k)(p)	Upstream	L+900, 1.0% PIK (1.0% Max PIK)		1.0	%	5/22/20		78,636		78,636			77,358
Warren Resources, Inc.	(e)(p)	Upstream	L+900, 1.0% PIK (1.0% Max PIK)		1.0	%	5/22/20		5,590		5,590			5,499

Total Senior Secured Loans—First Lien											1,074,300			1,040,503
Unfunded Loan Commitments											(81,366	)		(81,366	)

Net Senior Secured Loans—First Lien											992,934			959,137

See notes to unaudited consolidated financial statements.

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FS Energy and Power Fund

Unaudited Consolidated Schedule of Investments (Continued)
As of March 31, 2017
(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—Second Lien—22.7%
Alison US LLC	(f)(j)(m)	Service & Equipment	L+850		1.0	%	8/29/22	$	23,722	$	22,627		$	23,662
Ameriforge Group Inc.	(g)	Service & Equipment	L+750		1.3	%	12/21/20		35,950		36,331			3,820
AP Exhaust Acquisition, LLC		Service & Equipment	12.0% PIK (12.0% Max PIK)				9/28/21		3,876		3,876			4,012
Arena Energy, LP	(i)(k)	Upstream	L+900, 4.0% PIK (4.0% Max PIK)		1.0	%	1/24/21		104,456		104,456			104,978
Ascent Resources—Marcellus, LLC	(z)	Upstream	L+750		1.0	%	8/4/21		10,000		9,874			1,275
Brock Holdings III, Inc.	(g)(j)	Service & Equipment	Prime+725				3/16/18		29,605		29,681			28,643
Chief Exploration & Development LLC	(f)(i)	Upstream	L+650		1.3	%	5/16/21		46,576		45,130			45,509
Chisholm Oil and Gas Operating, LLC	(k)(l)	Upstream	L+800		1.0	%	3/21/24		147,000		147,000			147,000
Chisholm Oil and Gas Operating, LLC	(e)	Upstream	L+800		1.0	%	3/21/24		49,000		49,000			49,000
Emerald Performance Materials, LLC	(f)	Downstream	L+775		1.0	%	8/1/22		11,819		11,757			11,834
Fieldwood Energy LLC	(f)	Upstream	L+713		1.3	%	9/30/20		41,047		41,745			29,861
Granite Acquisition, Inc.	(f)	Power	L+725		1.0	%	12/19/22		20,150		19,732			19,974
Gruden Acquisition, Inc.	(j)	Service & Equipment	L+850		1.0	%	8/18/23		15,000		14,395			14,550
Horn Intermediate Holdings, Inc.	(g)(j)	Service & Equipment	L+775		1.3	%	10/2/18		50,250		50,250			49,936
Jonah Energy LLC	(i)(j)	Upstream	L+650		1.0	%	5/12/21		37,293		36,283			35,895
Neff Rental LLC	(f)(j)	Service & Equipment	L+625		1.0	%	6/9/21		32,948		32,279			33,045
Oxbow Carbon LLC	(g)	Midstream	L+700		1.0	%	1/17/20		15,000		14,932			15,047
P2 Upstream Acquisition Co.	(f)(g)(j)	Service & Equipment	L+800		1.3	%	4/30/21		47,399		46,955			45,660
Titan Energy Operating, LLC	(k)(p)	Upstream	2.0%, L+900 PIK (L+900 Max PIK)		1.0	%	2/23/20		107,070		90,969			82,123
UTEX Industries, Inc.	(f)(j)(bb)	Service & Equipment	L+725		1.0	%	5/20/22		58,192		54,579			51,221
WP CPP Holdings, LLC	(g)(j)	Service & Equipment	L+775		1.0	%	4/30/21		15,260		14,960			14,707

Total Senior Secured Loans—Second Lien											876,811			811,752
Unfunded Loan Commitment											(49,000	)		(49,000	)

Net Senior Secured Loans—Second Lien											827,811			762,752

See notes to unaudited consolidated financial statements.

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FS Energy and Power Fund

Unaudited Consolidated Schedule of Investments (Continued)
As of March 31, 2017
(in thousands, except share amounts)



Portfolio Company^(a)	Footnotes	Industry	Rate^(b)	Floor	Maturity	Principal Amount^(c)		Amortized Cost		Fair Value^(d)
Senior Secured Bonds—15.6%
Black Swan Energy Ltd.	(m)	Upstream	9.0%		1/20/24	$	90,000	$	90,000	$	88,875
Calpine Corp.	(h)(m)	Power	5.3%		6/1/26		11,156		11,154		11,367
CITGO Holding, Inc.	(f)	Downstream	10.8%		2/15/20		9,000		9,062		9,705
EP Energy LLC	(h)(m)	Upstream	8.0%		11/29/24		10,000		10,000		10,513
EP Energy LLC	(f)(h)(m)(o)	Upstream	8.0%		2/15/25		38,880		38,878		36,304
FourPoint Energy, LLC	(j)(k)(l)(p)	Upstream	9.0%		12/31/21		235,125		228,199		237,476
KCA Deutag UK Finance plc	(h)(m)(bb)	Service & Equipment	9.9%		4/1/22		17,000		16,756		17,446
Mirant Mid-Atlantic Trust	(f)(h)	Power	10.1%		12/30/28		31,752		33,802		28,624
Ridgeback Resources Inc.	(k)(m)(p)	Upstream	12.0%		12/29/20		3,887		3,809		3,887
Velvet Energy Ltd.	(j)(l)(m)	Upstream	9.0%		10/5/23		80,000		80,000		79,560

Total Senior Secured Bonds									521,660		523,757

Subordinated Debt—38.9%
Alta Mesa Holdings, LP	(h)	Upstream	7.9%		12/15/24		20,425		20,425		21,365
Archrock Partners, L.P.	(h)(m)(o)	Midstream	6.0%		4/1/21		8,555		7,557		8,541
Archrock Partners, L.P.	(h)(m)	Midstream	6.0%		10/1/22		14,283		12,464		14,140
Ascent Resources Utica Holdings, LLC	(f)(h)(bb)	Upstream	10.0%		4/1/22		225,000		225,000		232,734
Bellatrix Exploration Ltd.	(f)(h)(m)	Upstream	8.5%		5/15/20		59,090		58,031		56,320
Brand Energy & Infrastructure Services, Inc.	(f)(h)(o)	Service & Equipment	8.5%		12/1/21		43,311		42,511		45,768
Canbriam Energy Inc.	(f)(h)(j)(m)	Upstream	9.8%		11/15/19		115,200		112,552		120,959
Compressco Partners, LP	(f)(h)(m)	Service & Equipment	7.3%		8/15/22		20,050		19,913		19,048
Dynegy Finance I/II Inc.	(h)(m)(o)	Power	7.6%		11/1/24		22,542		21,981		21,527
Dynegy Finance I/II Inc.	(f)(m)	Power	8.0%		1/15/25		12,000		11,995		11,514
Eclipse Resources Corp.	(f)(h)(m)(o)	Upstream	8.9%		7/15/23		62,745		57,081		64,052
EP Energy LLC	(h)(m)(o)	Upstream	9.4%		5/1/20		48,970		44,409		46,225
EP Energy LLC	(h)(m)	Upstream	6.4%		6/15/23		3,000		2,214		2,325
EV Energy Partners, L.P.	(f)(h)(o)	Upstream	8.0%		4/15/19		48,814		37,066		37,322
Exterran Energy Solutions, L.P.	(h)(m)(bb)	Service & Equipment	8.1%		5/1/25		17,143		17,143		17,507
Extraction Oil & Gas Holdings, LLC	(h)(m)(o)	Upstream	7.9%		7/15/21		37,500		37,500		39,604

See notes to unaudited consolidated financial statements.

Table of Contents

FS Energy and Power Fund

Unaudited Consolidated Schedule of Investments (Continued)
As of March 31, 2017
(in thousands, except share amounts)



Portfolio Company^(a)	Footnotes	Industry	Rate^(b)	Floor			Maturity	Principal Amount^(c)		Amortized Cost		Fair Value^(d)
Genesis Energy, L.P.	(f)(m)	Midstream	6.8%				8/1/22	$	23,540	$	22,969	$	24,270
Genesis Energy, L.P.	(f)(m)	Midstream	6.0%				5/15/23		15,280		14,152		15,376
GenOn Energy, Inc.	(h)(o)	Power	9.9%				10/15/20		27,198		28,263		17,781
Global Jet Capital Inc.		Service & Equipment	15.0% PIK (15.0% Max PIK)				1/30/25		759		759		754
Global Jet Capital Inc.		Service & Equipment	15.0% PIK (15.0% Max PIK)				4/30/25		4,824		4,824		4,794
Global Jet Capital Inc.		Service & Equipment	15.0% PIK (15.0% Max PIK)				9/3/25		997		997		991
Global Jet Capital Inc.		Service & Equipment	15.0% PIK (15.0% Max PIK)				9/29/25		938		938		933
Global Jet Capital Inc.		Service & Equipment	15.0% PIK (15.0% Max PIK)				12/2/26		825		825		820
Global Partners L.P.	(f)(h)(m)(o)	Midstream	6.3%				7/15/22		69,435		69,270		67,583
Global Partners L.P.	(h)(m)(o)	Midstream	7.0%				6/15/23		2,824		2,430		2,785
Great Western Petroleum, LLC	(h)	Upstream	9.0%				9/30/21		23,830		23,701		24,724
Gulfport Energy Corporation	(h)(m)	Upstream	6.0%				10/15/24		10,000		10,000		9,725
Jupiter Resources Inc.	(h)(m)	Upstream	8.5%				10/1/22		71,125		67,898		58,856
Laredo Petroleum, Inc.	(h)(m)	Upstream	7.4%				5/1/22		25,384		25,105		26,431
Lonestar Resources America Inc.	(f)(h)	Upstream	8.8%				4/15/19		22,500		22,366		19,294
Martin Midstream Partners L.P.	(f)(h)(m)(o)	Midstream	7.3%				2/15/21		29,660		29,129		29,734
NRG Energy, Inc.	(f)(m)	Power	7.3%				5/15/26		28,000		27,826		28,893
ONEOK, Inc.	(f)(h)(m)	Midstream	7.5%				9/1/23		28,000		26,919		32,862
SRC Energy Inc.	(j)(m)	Upstream	9.0%				6/14/21		40,000		40,000		41,300
Talos Production LLC		Upstream	9.8%				2/15/18		43,250		43,247		29,626
Tenrgys, LLC	(j)	Upstream	L+900		2.5	%	12/23/18		75,000		75,000		66,188
Whiting Petroleum Corp.	(h)(m)(o)	Upstream	5.0%				3/15/19		11,685		10,669		11,663
WildHorse Resource Development Corporation	(h)(m)	Upstream	6.9%				2/1/25		10,000		9,925		9,613
Zachry Holdings, Inc.	(f)	Service & Equipment	7.5%				2/1/20		23,925		23,932		24,688

Total Subordinated Debt											1,308,986		1,308,635

See notes to unaudited consolidated financial statements.

Table of Contents

FS Energy and Power Fund

Unaudited Consolidated Schedule of Investments (Continued)
As of March 31, 2017
(in thousands, except share amounts)



Portfolio Company^(a)	Footnotes	Industry	Number of Shares		Amortized Cost		Fair Value^(d)
Equity/Other—19.9%⁽ⁿ⁾
Abaco Energy Technologies LLC, Common Equity	(r)	Service & Equipment		6,944,444	$	6,944	$	347
Abaco Energy Technologies LLC, Preferred Equity	(r)	Service & Equipment		28,942,003		1,447		1,447
Allied Downhole Technologies, LLC, Common Equity	(k)(q)(r)	Service & Equipment		7,431,113		7,223		3,716
Allied Downhole Technologies, LLC, Warrants, 2/28/2019	(k)(q)(r)	Service & Equipment		5,344,680		1,865		2,672
Altus Power America Holdings, LLC, Common Equity	(k)(p)(r)	Power		12,474,205		12,474		12,474
Altus Power America Holdings, LLC, Preferred Equity	(k)(p)(s)	Power		25,243,902		25,244		25,244
AP Exhaust Holdings, LLC, Common Equity	(k)(q)(r)	Service & Equipment		811		811		811
Ascent Resources Utica Holdings, LLC, Common Equity	(r)(t)	Upstream		148,692,909		44,700		35,389
BL Sand Hills Unit, L.P., Net Profits Interest	(r)(v)	Upstream		N/A		5,180		—
BL Sand Hills Unit, L.P., Overriding Royalty Interest	(v)	Upstream		N/A		740		183
Chisholm Oil and Gas, LLC, Series A Units	(r)(cc)	Upstream		10,543,448		10,543		10,543
Cimarron Energy Holdco Inc., Common Equity	(r)	Service & Equipment		3,201,631		2,991		1,601
Extraction Oil & Gas, Inc. Common Equity	(k)(r)	Upstream		1,140,637		11,250		21,159
FourPoint Energy, LLC, Common Equity, Class C-II-A Units	(k)(p)(q)(r)	Upstream		66,000		66,000		31,350
FourPoint Energy, LLC, Common Equity, Class D Units	(k)(p)(q)(r)	Upstream		12,374		8,176		5,940
FourPoint Energy, LLC, Common Equity, Class E-II Units	(p)(r)(cc)	Upstream		274,688		68,672		123,610
FourPoint Energy, LLC, Common Equity, Class E-III Units	(k)(p)(q)(r)(cc)	Upstream		222,750		55,688		105,806
Global Jet Capital Holdings, LP, Preferred Equity	(r)	Service & Equipment		2,785,562		2,786		2,786
Industrial Group Intermediate Holdings, LLC, Common Equity	(k)(q)(r)	Service & Equipment		472,755		473		827
JSS Holdco, LLC, Net Profits Interest	(r)	Service & Equipment		N/A		—		—
Lusk Operating LLC, Common Equity	(r)(u)(aa)	Upstream		2,000		—		—
MB Precision Investment Holdings LLC, Class A-2 Units	(k)(q)(r)	Service & Equipment		490,213		490		147
PDI Parent LLC, Common Equity	(r)	Power		1,384,615		1,385		1,385
Ridgeback Resources Inc., Common Equity	(k)(l)(m)(p)(r)(w)	Upstream		9,599,928		58,985		56,203
SandRidge Energy, Inc., Common Equity	(h)(l)(m)(r)	Upstream		1,009,878		22,542		18,673
Sunnova Energy Corp., Common Equity	(p)(r)	Power		6,667,368		25,026		38,204
Sunnova Energy Corp., Preferred Equity	(p)(r)	Power		578,468		3,080		3,315
Swift Worldwide Resources Holdco Limited, Common Equity	(m)(r)(x)	Service & Equipment		3,750,000		6,029		2,063
Synergy Offshore LLC, Preferred Equity	(k)(y)	Upstream		67,381		87,373		87,191
TE Holdings, LLC, Common Equity	(r)(cc)	Upstream		2,225,950		18,921		17,947
TE Holdings, LLC, Preferred Equity	(l)(r)	Upstream		1,475,531		14,734		18,813
Titan Energy, LLC, Common Equity	(k)(p)(r)	Upstream		555,496		17,554		10,110
Total Safety Holdings, LLC, Common Equity	(g)(j)(r)	Service & Equipment		12,897		4,707		4,514
Warren Resources, Inc., Common Equity	(l)(p)(r)	Upstream		4,415,749		20,754		18,988
White Star Petroleum Holdings, LLC, Common Equity	(r)(cc)	Upstream		4,867,084		4,137		4,137

Total Equity/Other						618,924		667,595

TOTAL INVESTMENTS—125.6%					$	4,270,315		4,221,876



LIABILITIES IN EXCESS OF OTHER ASSETS—(25.6%)								(859,727	)

NET ASSETS—100.0%							$	3,362,149

See notes to unaudited consolidated financial statements.

Table of Contents

FS Energy and Power Fund

Unaudited Consolidated Schedule of Investments (Continued)
As of March 31, 2017
(in thousands, except share amounts)

(a): Security may be an obligation of one or more entities affiliated with the named company.
(b): Certain variable rate securities in the Company's portfolio bear interest at a rate determined by a publicly disclosed base rate plus a basis point spread. As of March 31, 2017, the three-month London Interbank Offered Rate, or LIBOR or 'L,' was 1.15% and the U.S. Prime Lending Rate, or Prime, was 4.00%. PIK means paid-in-kind.
(c): Denominated in U.S. dollars, unless otherwise noted.
(d): Fair value determined by the Company's board of trustees (see Note 7).
(e): Security is an unfunded commitment. The stated rate reflects the spread disclosed at the time of commitment and may not indicate the actual rate received upon funding.
(f): Security or portion thereof held within FSEP Term Funding, LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Deutsche Bank AG, New York Branch (see Note 8).
(g): Security or portion thereof held within Energy Funding LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Natixis, New York Branch (see Note 8).
(h): Security or portion thereof held within Berwyn Funding LLC and is pledged as collateral supporting the amounts outstanding under the prime brokerage facility with BNP Paribas Prime Brokerage, Inc., or BNP. Securities held within Berwyn Funding LLC may be rehypothecated from time to time as permitted under Rule 15c-1(a)(1) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, subject to the terms and conditions governing the prime brokerage facility with BNP (see Note 8).
(i): Security or portion thereof held within Wayne Funding LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Wells Fargo Securities, LLC (see Note 8).
(j): Security or portion thereof held within Gladwyne Funding LLC and is pledged as collateral supporting the obligations outstanding under the repurchase transaction with Goldman Sachs Bank USA (see Note 8).
(k): Security or portion thereof held within Foxfields Funding LLC and is pledged as collateral supporting the obligations outstanding under the term loan facility with Fortress Credit Co LLC (see Note 8).
(l): Security or portion thereof held within Bryn Mawr Funding LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Barclays Bank PLC (see Note 8).
(m): The investment is not a qualifying asset under the Investment Company Act of 1940, as amended, or the 1940 Act. A business development company may not acquire any asset other than a qualifying asset, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the business development company's total assets. As of March 31, 2017, 75.7% of the Company's total assets represented qualifying assets.
(n): Listed investments may be treated as debt for U.S. generally accepted accounting principles, or GAAP, or tax purposes.
(o): Security or portion thereof held within Berwyn Funding LLC has been rehypothecated under Rule 15c-1(a)(1) of the Exchange Act, subject to the terms and conditions governing the prime brokerage facility with BNP (see Note 8). As of March 31, 2017, the fair value of securities rehypothecated by BNP was $194,672.
(p): Under the 1940 Act, the Company generally is deemed to be an "affiliated person" of a portfolio company if it owns 5% or more of the portfolio company's voting securities and generally is deemed to "control" a portfolio company if it owns more than 25% of the portfolio company's voting securities or it has the power to exercise control over the management or policies of such portfolio company. As of March 31, 2017, the Company held investments in portfolio companies of which it is deemed to be an "affiliated person" but is not deemed to "control". The following table presents certain information with respect to such portfolio companies for the three months ended March 31, 2017:

Portfolio Company	Fair Value at December 31, 2016		Purchases, Paid-in-Kind Interest and Other		Sales, Repayments and Other			Accretion of Discount		Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)			Fair Value at March 31, 2017		Interest Income

Senior Secured Loans—First Lien
Altus Power America, Inc.⁽¹⁾	$	73,294	$	3,787		—			—		—	$	423		$	77,504	$	1,724	—
Sunnova Asset Portfolio 5 Holdings, LLC	$	151,148		—	$	(12,202	)	$	84	$	208	$	(1,789	)	$	137,449	$	4,045	—
Warren Resources, Inc.⁽²⁾	$	78,437	$	199		—			—		—	$	(1,369	)	$	77,267	$	1,962	—
Senior Secured Loans—Second Lien
Titan Energy Operating, LLC	$	85,427	$	2,661		—		$	1,174		—	$	(7,139	)	$	82,123	$	4,334	—
Senior Secured Bonds
FourPoint Energy, LLC	$	240,709		—		—		$	340		—	$	(3,573	)	$	237,476	$	4,826	—
Ridgeback Resources Inc.	$	3,887		—		—			—		—		—		$	3,887	$	108	—
Equity/Other
Altus Power America Holdings, LLC, Common Equity	$	12,474		—		—			—		—		—		$	12,474		—	—
Altus Power America Holdings, LLC, Preferred Equity	$	23,982	$	1,262		—			—		—		—		$	25,244	$	884	—
FourPoint Energy, LLC, Common Equity, Class C-II-A Units	$	31,845		—		—			—		—	$	(495	)	$	31,350		—	—
FourPoint Energy, LLC, Common Equity, Class D Units	$	6,032		—		—			—		—	$	(92	)	$	5,940		—	—
FourPoint Energy, LLC, Common Equity, Class E-II Units	$	125,670		—		—			—		—	$	(2,060	)	$	123,610		—	—
FourPoint Energy, LLC, Common Equity, Class E-III Units	$	107,477		—		—			—		—	$	(1,671	)	$	105,806		—	—
Ridgeback Resources Inc., Common Equity	$	58,985		—		—			—		—	$	(2,782	)	$	56,203		—	—
Sunnova Energy Corp., Common Equity	$	36,204		—		—			—		—	$	2,000		$	38,204		—	—
Sunnova Energy Corp., Preferred Equity	$	3,141		—		—			—		—	$	174		$	3,315		—	—
Titan Energy, LLC, Common Equity	$	13,332		—		—			—		—	$	(3,222	)	$	10,110		—	—
Warren Resources, Inc., Common Equity	$	18,988		—		—			—		—		—		$	18,988		—	—

(1): Security includes a partially unfunded commitment with an amortized cost of $25,518 and a fair value of $25,965.
(2): Security includes a partially unfunded commitment with an amortized cost of $5,590 and a fair value of $5,499.

See notes to unaudited consolidated financial statements.

Table of Contents

FS Energy and Power Fund

Unaudited Consolidated Schedule of Investments (Continued)
As of March 31, 2017
(in thousands, except share amounts)

(q): Security held within FSEP Investments, Inc., a wholly-owned subsidiary of Foxfields Funding LLC.
(r): Security is non-income producing.
(s): Security is held within EP Altus Investments, LLC, a wholly-owned subsidiary of Foxfields Funding LLC.
(t): Security held within EP American Energy Investments, Inc., a wholly-owned subsidiary of the Company.
(u): Security held within FSEP-BBH, Inc., a wholly-owned subsidiary of the Company.
(v): Security held within EP Burnett Investments, Inc., a wholly-owned subsidiary of the Company.
(w): Investment denominated in Canadian dollars. Amortized cost and fair value are converted into U.S. dollars as of March 31, 2017.
(x): Investment denominated in British pounds. Amortized cost and fair value are converted into U.S. dollars as of March 31, 2017.
(y): Security held within EP Synergy Investments, Inc., a wholly-owned subsidiary of Foxfields Funding LLC.
(z): Security was on non-accrual status as of March 31, 2017.
(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 March 31, 2017, the Company held an investment in one portfolio company of which it is deemed to be an "affiliated person" of and deemed to "control". The following table presents certain information with respect to investments in portfolio companies of which the Company was deemed to be an "affiliated person" of and deemed to "control" for the three months ended March 31, 2017:

Portfolio Company	Fair Value at December 31, 2016		Purchases, Paid-in-Kind Interest and Other		Sales, Repayments and Other					Net Change in Unrealized Appreciation (Depreciation)

Senior Secured Loans—First Lien
Lusk Operating LLC	$	1,031	$	1,500		—		—	—	$	(2,531	)	—	—	—
Equity/Other
Lusk Operating LLC, Common Equity		—		—	$	(1,000	)	—	—	$	1,000		—	—	—

(bb): Position or portion thereof unsettled as of March 31, 2017.
(cc): Security held within FS Energy 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
As of December 31, 2016
(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—27.2%
Abaco Energy Technologies LLC	(g)(i)(j)	Service & Equipment	L+700, 2.5% PIK (2.5% Max PIK)		1.0	%	11/20/20	$	60,455	$	58,038		$	45,795
Allied Wireline Services, LLC	(g)(i)(k)(l)	Service & Equipment	L+400, 5.5% PIK (5.5% Max PIK)		1.5	%	2/28/19		108,920		108,099			106,877
Alon USA Partners, L.P.	(g)(i)(j)(m)	Downstream	L+800		1.3	%	11/26/18		11,063		11,199			11,035
Altus Power America, Inc.	(j)(p)	Power	L+750		1.5	%	9/30/21		71,945		71,945			73,294
Altus Power America, Inc.	(e)(p)	Power	L+750		1.5	%	9/30/21		29,305		29,305			29,854
AP Exhaust Acquisition, LLC	(g)(l)	Service & Equipment	L+775		1.5	%	1/16/21		15,811		15,811			14,309
BL Sand Hills Unit, L.P.	(l)	Upstream	Prime+650		3.5	%	12/17/17		40,821		35,451			38,321
BL Sand Hills Unit, L.P.	(e)	Upstream	Prime+650		3.5	%	12/17/17		15,000		13,027			14,081
Cactus Wellhead, LLC	(g)(i)(j)	Service & Equipment	L+600		1.0	%	7/31/20		56,392		54,715			51,458
Cimarron Energy Inc.	(g)	Service & Equipment	L+775, 3.8% PIK (3.8% Max PIK)		1.0	%	12/15/19		23,664		23,664			24,019
CITGO Holding, Inc.	(f)	Downstream	L+850		1.0	%	5/12/18		16,822		16,947			17,109
Crestwood Holdings LLC	(f)(g)	Midstream	L+800		1.0	%	6/19/19		29,703		29,794			29,146
EnergySolutions, LLC	(i)(j)	Service & Equipment	L+575		1.0	%	5/29/20		18,193		17,965			18,375
Gulf Finance, LLC	(f)(i)	Midstream	L+525		1.0	%	8/25/23		18,953		18,407			19,095
Industrial Group Intermediate Holdings, LLC	(i)	Service & Equipment	L+800		1.3	%	5/31/20		22,240		22,240			22,573
Lusk Operating LLC	(r)(z)(aa)	Upstream	Prime+500 PIK (8.8% Max PIK)		3.3	%	1/31/17		27,497		25,664			1,031
MB Precision Holdings LLC	(g)	Service & Equipment	L+725, 1.5% PIK (1.5% Max PIK)		1.3	%	1/23/20		12,853		12,853			12,355
Moxie Liberty LLC	(g)(j)	Power	L+650		1.0	%	8/21/20		32,155		32,241			31,794
P2 Upstream Acquisition Co.	(f)	Service & Equipment	L+400		1.0	%	10/30/20		5,101		4,801			4,865
Panda Temple Power, LLC	(j)	Power	L+625		1.0	%	3/6/22		9,825		9,677			8,744
Panda Temple Power II, LLC	(g)(j)	Power	L+600		1.3	%	4/3/19		27,531		27,761			25,604
ProPetro Services, Inc.	(i)	Service & Equipment	L+625		1.0	%	9/30/19		10,839		10,833			9,837
Strike, LLC	(e)	Midstream	L+800		1.0	%	5/30/19		35,000		34,482			34,475
Strike, LLC	(i)(j)(bb)	Midstream	L+800		1.0	%	11/30/22		52,500		50,937			51,975
Sunnova Asset Portfolio 5 Holdings, LLC	(j)(l)(p)	Power	12.0%, 0.0% PIK (12.0% Max PIK)				11/14/21		149,652		147,435			151,148
Swift Worldwide Resources US Holdings Corp.	(g)(j)	Service & Equipment	L+1100		1.0	%	7/20/21		58,614		58,614			58,614
UTEX Industries, Inc.	(f)	Service & Equipment	L+400		1.0	%	5/21/21		5,432		4,275			5,085
Warren Resources, Inc.	(k)(p)	Upstream	L+900, 1.0% PIK (1.0% Max PIK)		1.0	%	5/22/20		78,437		78,437			78,437
Warren Resources, Inc.	(e)(p)	Upstream	L+900, 1.0% PIK (1.0% Max PIK)		1.0	%	5/22/20		5,590		5,590			5,590

Total Senior Secured Loans—First Lien											1,030,207			994,895
Unfunded Loan Commitments											(82,404	)		(82,404	)

Net Senior Secured Loans—First Lien											947,803			912,491

See notes to unaudited consolidated financial statements.

Table of Contents

FS Energy and Power Fund

Consolidated Schedule of Investments (Continued)
As of December 31, 2016
(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—Second Lien—26.1%
Alison US LLC	(f)(j)(m)	Service & Equipment	L+850		1.0	%	8/29/22	$	23,722	$	22,591	$	23,011
Ameriforge Group Inc.	(g)	Service & Equipment	L+750		1.3	%	12/21/20		35,950		36,352		5,707
AP Exhaust Acquisition, LLC		Service & Equipment	12.0% PIK (12.0% Max PIK)				9/28/21		3,763		3,763		3,279
Arena Energy, LP	(i)(k)	Upstream	L+900, 4.0% PIK (4.0% Max PIK)		1.0	%	1/24/21		103,410		103,410		103,927
Ascent Resources—Marcellus, LLC		Upstream	L +750		1.0	%	8/4/21		10,000		9,874		1,325
Ascent Resources—Utica, LLC	(g)(j)(k)(l)	Upstream	L+950		1.5	%	9/30/18		285,257		284,490		287,753
Brock Holdings III, Inc.	(g)(j)	Service & Equipment	L+825		1.8	%	3/16/18		29,605		29,699		28,273
Chief Exploration & Development LLC	(f)(i)	Upstream	L+650		1.3	%	5/16/21		36,576		35,139		35,935
Emerald Performance Materials, LLC	(f)	Downstream	L+775		1.0	%	8/1/22		11,819		11,754		11,834
EP Energy, LLC	(f)(m)	Upstream	L+875		1.0	%	6/30/21		17,209		17,379		18,047
Fieldwood Energy LLC		Upstream	L+713		1.3	%	9/30/20		41,047		41,788		29,246
Granite Acquisition, Inc.	(f)	Power	L+725		1.0	%	12/19/22		20,150		19,718		19,445
Gruden Acquisition, Inc.	(j)	Service & Equipment	L+850		1.0	%	8/18/23		15,000		14,372		11,875
Horn Intermediate Holdings, Inc.	(g)(j)	Service & Equipment	L+775		1.3	%	10/2/18		50,250		50,250		50,250
Jonah Energy LLC	(f)(i)	Upstream	L+650		1.0	%	5/12/21		34,293		33,325		32,579
Neff Rental LLC	(f)(j)	Service & Equipment	L+625		1.0	%	6/9/21		33,789		33,089		33,657
Oxbow Carbon LLC	(g)	Midstream	L+700		1.0	%	1/17/20		15,000		14,927		14,738
P2 Upstream Acquisition Co.	(f)(g)(j)	Service & Equipment	L+800		1.0	%	4/30/21		34,099		34,144		31,243
Titan Energy Operating, LLC	(k)(p)	Upstream	2.0%, L+900 PIK (L+900 Max PIK)		1.0	%	2/23/20		104,409		87,134		85,427
UTEX Industries, Inc.	(f)(j)	Service & Equipment	L+725		1.0	%	5/20/22		36,192		36,227		25,696
W3 Co.	(g)(j)	Service & Equipment	L+800		1.3	%	9/13/20		14,795		14,943		6,695
WP CPP Holdings, LLC	(g)(j)	Service & Equipment	L+775		1.0	%	4/30/21		14,680		14,394		13,927

Total Senior Secured Loans—Second Lien											948,762		873,869

See notes to unaudited consolidated financial statements.

Table of Contents

FS Energy and Power Fund

Consolidated Schedule of Investments (Continued)
As of December 31, 2016
(in thousands, except share amounts)



Portfolio Company^(a)	Footnotes	Industry	Rate^(b)	Floor	Maturity	Principal Amount^(c)		Amortized Cost		Fair Value^(d)
Senior Secured Bonds—11.9%
Calpine Corp.	(f)(m)	Power	5.3%		6/1/26	$	19,800	$	19,809	$	19,508
Cheniere Corpus Christi Holdings, LLC	(f)	Midstream	7.0%		6/30/24		4,000		4,134		4,357
CITGO Holding, Inc.	(f)	Downstream	10.8%		2/15/20		9,000		9,063		9,645
EP Energy LLC	(h)(m)	Upstream	8.0%		11/29/24		10,000		10,000		10,780
FourPoint Energy, LLC	(j)(k)(l)(p)	Upstream	9.0%		12/31/21		235,125		227,859		240,709
Mirant Mid-Atlantic Trust	(f)(h)	Power	10.1%		12/30/28		31,752		33,838		26,936
Ridgeback Resources Inc.	(k)(m)(p)	Upstream	12.0%		12/29/20		3,887		3,809		3,887
Velvet Energy Ltd.	(j)(l)(m)	Upstream	9.0%		10/5/23		80,000		80,000		81,792

Total Senior Secured Bonds									388,512		397,614

Subordinated Debt—31.2%
Alta Mesa Holdings, LP	(h)	Upstream	7.9%		12/15/24		20,425		20,425		21,242
Archrock Partners, L.P.	(h)(m)	Midstream	6.0%		4/1/21		8,555		7,505		8,384
Archrock Partners, L.P.	(h)(m)	Midstream	6.0%		10/1/22		14,283		12,400		13,881
Bellatrix Exploration Ltd.	(f)(h)(m)	Upstream	8.5%		5/15/20		53,590		52,560		52,753
Brand Energy & Infrastructure Services, Inc.	(f)(h)	Service & Equipment	8.5%		12/1/21		43,311		42,479		44,502
Calpine Corp.	(f)(m)	Power	5.8%		1/15/25		5,100		5,093		4,941
Canbriam Energy Inc.	(f)(h)(j)(m)	Upstream	9.8%		11/15/19		115,200		112,341		121,536
Compressco Partners, LP	(f)(h)(m)	Service & Equipment	7.3%		8/15/22		20,050		19,908		18,972
Crestwood Equity Partners L.P.	(f)(m)	Midstream	6.1%		3/1/22		5,500		5,500		5,641
Dynegy Finance I/II Inc.	(f)(m)	Power	7.6%		11/1/24		22,542		21,968		20,894
Dynegy Finance I/II Inc.	(f)(m)	Power	8.0%		1/15/25		12,000		11,995		11,243
Eclipse Resources Corp.	(f)(h)(m)(o)	Upstream	8.9%		7/15/23		59,745		53,883		62,334
EP Energy LLC	(h)(m)	Upstream	9.4%		5/1/20		19,970		16,006		18,440
EV Energy Partners, L.P.	(h)(m)	Upstream	8.0%		4/15/19		48,814		36,060		34,609

See notes to unaudited consolidated financial statements.

Table of Contents

FS Energy and Power Fund

Consolidated Schedule of Investments (Continued)
As of December 31, 2016
(in thousands, except share amounts)



Portfolio Company^(a)	Footnotes	Industry	Rate^(b)	Floor			Maturity	Principal Amount^(c)		Amortized Cost		Fair Value^(d)
Extraction Oil & Gas Holdings, LLC	(h)(o)	Upstream	7.9%				7/15/21	$	37,500	$	37,500	$	40,313
Genesis Energy, L.P.	(f)(m)	Midstream	6.8%				8/1/22		23,540		22,949		24,473
Genesis Energy, L.P.	(f)(m)	Midstream	6.0%				5/15/23		15,280		14,116		15,599
GenOn Energy, Inc.	(h)	Power	7.9%				6/15/17		4,000		3,945		2,868
GenOn Energy, Inc.	(h)	Power	9.9%				10/15/20		32,698		34,010		22,419
Global Jet Capital Inc.		Service & Equipment	15.0% PIK (15.0% Max PIK)				1/30/25		732		732		727
Global Jet Capital Inc.		Service & Equipment	15.0% PIK (15.0% Max PIK)				4/30/25		4,649		4,649		4,620
Global Jet Capital Inc.		Service & Equipment	15.0% PIK (15.0% Max PIK)				9/3/25		961		961		955
Global Jet Capital Inc.		Service & Equipment	15.0% PIK (15.0% Max PIK)				9/29/25		904		904		899
Global Jet Capital Inc.		Service & Equipment	15.0% PIK (15.0% Max PIK)				12/2/26		795		795		795
Global Partners L.P.	(f)(h)(m)(o)	Midstream	6.3%				7/15/22		69,435		69,264		66,831
Global Partners L.P.	(h)(m)(o)	Midstream	7.0%				6/15/23		2,824		2,419		2,744
Great Western Petroleum, LLC	(f)(h)	Upstream	9.0%				9/30/21		23,830		23,692		24,932
Gulfport Energy Corp.	(f)(m)	Upstream	6.0%				10/15/24		10,000		10,000		10,205
Jupiter Resources Inc.	(h)(m)	Upstream	8.5%				10/1/22		71,125		67,772		61,760
Laredo Petroleum, Inc.	(f)(m)	Upstream	7.4%				5/1/22		25,384		25,093		26,375
Lonestar Resources America Inc.	(h)	Upstream	8.8%				4/15/19		21,500		21,566		19,780
Martin Midstream Partners L.P.	(f)(h)(m)	Midstream	7.3%				2/15/21		29,660		29,102		29,438
NRG Energy, Inc.	(f)(m)	Power	7.3%				5/15/26		28,000		27,823		27,965
ONEOK, Inc.	(f)(h)(m)	Midstream	7.5%				9/1/23		28,000		26,887		31,910
SandRidge Energy, Inc.	(l)(m)(r)	Upstream	0.0%				10/4/20		10,550		14,060		13,245
Synergy Resources Corp.	(j)(m)	Upstream	9.0%				6/14/21		40,000		40,000		41,700
Talos Production LLC	(h)	Upstream	9.8%				2/15/18		43,250		43,249		24,004
Tenrgys, LLC	(j)	Upstream	L+900		2.5	%	12/23/18		75,000		75,000		73,125
Whiting Petroleum Corp.	(h)(m)	Upstream	5.0%				3/15/19		11,685		10,552		11,739
Zachry Holdings, Inc.	(f)	Service & Equipment	7.5%				2/1/20		23,925		23,934		24,374

Total Subordinated Debt											1,049,097		1,043,167

See notes to unaudited consolidated financial statements.

Table of Contents

FS Energy and Power Fund

Consolidated Schedule of Investments (Continued)
As of December 31, 2016
(in thousands, except share amounts)



Portfolio Company^(a)	Footnotes	Industry	Number of Shares		Amortized Cost		Fair Value^(d)
Equity/Other—20.4%⁽ⁿ⁾
Abaco Energy Technologies LLC, Common Equity	(r)	Service & Equipment		6,944,444	$	6,944	$	347
Abaco Energy Technologies LLC, Preferred Equity	(r)	Service & Equipment		28,942,003		1,447		1,447
Allied Downhole Technologies, LLC, Common Equity	(k)(q)(r)	Service & Equipment		7,431,113		7,223		5,945
Allied Downhole Technologies, LLC, Warrants, 2/28/2019	(k)(q)(r)	Service & Equipment		5,344,680		1,865		4,276
Altus Power America Holdings, LLC, Common Equity	(p)(r)	Power		12,474,205		12,474		12,474
Altus Power America Holdings, LLC, Preferred Equity	(p)(s)	Power		23,981,707		23,982		23,982
AP Exhaust Holdings, LLC, Common Equity	(k)(q)(r)	Service & Equipment		811		811		41
Ascent Resources Utica Holdings, LLC, Common Equity	(r)(t)	Upstream		148,692,909		44,700		33,307
BL Sand Hills Unit, L.P., Net Profits Interest	(r)(v)	Upstream		N/A		5,180		570
BL Sand Hills Unit, L.P., Overriding Royalty Interest	(v)	Upstream		N/A		740		212
Cimarron Energy Holdco Inc., Common Equity	(r)	Service & Equipment		3,201,631		2,991		1,921
Extraction Oil & Gas, Inc. Common Equity	(k)(r)	Upstream		1,140,637		11,250		22,858
Fortune Creek Co-Invest I L.P., LP Interest	(m)(r)(w)(z)	Midstream		N/A		16,697		553
FourPoint Energy, LLC, Common Equity, Class C-II-A Units	(k)(p)(q)(r)	Upstream		66,000		66,000		31,845
FourPoint Energy, LLC, Common Equity, Class D Units	(k)(p)(q)(r)	Upstream		12,374		8,176		6,032
FourPoint Energy, LLC, Common Equity, Class E-II Units	(p)(r)(cc)	Upstream		274,688		68,672		125,670
FourPoint Energy, LLC, Common Equity, Class E-III Units	(k)(p)(q)(r)(cc)	Upstream		222,750		55,688		107,477
Global Jet Capital Holdings, LP, Preferred Equity	(r)	Service & Equipment		2,785,562		2,786		2,786
Industrial Group Intermediate Holdings, LLC, Common Equity	(k)(q)(r)	Service & Equipment		472,755		473		827
Lusk Operating LLC, Common Equity	(r)(u)(aa)	Upstream		2,000		1,000		—
MB Precision Investment Holdings LLC, Class A-2 Units	(k)(q)(r)	Service & Equipment		490,213		490		98
Ridgeback Resources Inc., Common Equity	(k)(l)(m)(p)(r)(w)	Upstream		9,599,928		58,985		58,985
SandRidge Energy, Inc., Common Equity	(h)(m)(o)(r)	Upstream		447,491		11,187		10,538
Summit Midstream Partners, LLC, Preferred Equity	(l)	Midstream		24,830		24,830		24,955
Sunnova Energy Corp., Common Equity	(p)(r)	Power		6,667,368		25,026		36,204
Sunnova Energy Corp., Preferred Equity	(p)(r)	Power		578,468		3,080		3,141
Swift Worldwide Resources Holdco Limited, Common Equity	(m)(r)(x)	Service & Equipment		3,750,000		6,029		1,875
Synergy Offshore LLC, Preferred Equity	(k)(y)	Upstream		66,250		83,988		89,040
TE Holdings, LLC, Common Equity	(r)(cc)	Upstream		2,225,950		18,921		16,695
TE Holdings, LLC, Preferred Equity	(r)	Upstream		1,475,531		14,734		22,133
Titan Energy, LLC, Common Equity	(k)(p)(r)	Upstream		555,496		17,554		13,332
Warren Resources, Inc., Common Equity	(l)(p)(r)	Upstream		4,415,749		20,754		18,988
White Star Petroleum Holdings, LLC, Common Equity	(r)(cc)	Upstream		4,867,084		4,137		4,745

Total Equity/Other						628,814		683,299

TOTAL INVESTMENTS—116.8%					$	3,962,988		3,910,440



LIABILITIES IN EXCESS OF OTHER ASSETS—(16.8%)								(561,546	)

NET ASSETS—100.0%							$	3,348,894

FS Energy & Power Fund - FORM 10-Q - May 12, 2017

Attached files