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 JUNE 30, 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, 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 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 442,828,780 common shares of beneficial interest outstanding as of August 10, 2017.

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TABLE OF CONTENTS



PART I—FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS
	Consolidated Balance Sheets as of June 30, 2017 (Unaudited) and December 31, 2016	1
	Unaudited Consolidated Statements of Operations for the three and six months ended June 30, 2017 and 2016	2
	Unaudited Consolidated Statements of Changes in Net Assets for the six months ended June 30, 2017 and 2016	3
	Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2017 and 2016	4
	Consolidated Schedules of Investments as of June 30, 2017 (Unaudited) and December 31, 2016	5
	Notes to Unaudited Consolidated Financial Statements	20
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	58
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	83
ITEM 4.	CONTROLS AND PROCEDURES	84
PART II—OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	85
ITEM 1A.	RISK FACTORS	85
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	85
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	85
ITEM 4.	MINE SAFETY DISCLOSURES	85
ITEM 5.	OTHER INFORMATION	85
ITEM 6.	EXHIBITS	86
	SIGNATURES	93

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

FS Energy and Power Fund

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

	June 30, 2017 (Unaudited)			December 31, 2016

Assets
Investments, at fair value
Non-controlled/unaffiliated investments (amortized cost—$3,490,835 and $2,959,314, respectively)	$	3,309,543		$	2,838,377
Non-controlled/affiliated investments (amortized cost—$878,955 and $977,010, respectively)		873,512			1,071,032
Controlled/affiliated investments (amortized cost—$27,164 and $26,664, respectively)		—			1,031

Total investments, at fair value (amortized cost—$4,396,954 and $3,962,988, respectively)		4,183,055			3,910,440
Cash		159,405			317,520
Receivable for investments sold and repaid		2,331			22
Income receivable		42,222			37,857
Deferred financing costs		2,306			2,443
Prepaid expenses and other assets		165			15

Total assets	$	4,389,484		$	4,268,297

Liabilities
Payable for investments purchased	$	122,169		$	6,046
Credit facilities payable (net of deferred financing costs of $2,206 and $1,045, respectively)		1,073,755			547,620
Repurchase agreement payable (net of deferred financing costs of $0 and $91, respectively)⁽²⁾		—			324,909
Shareholder distributions payable		10,927			9,474
Management fees payable		22,688			20,855
Expense recoupment payable to sponsor⁽¹⁾		2,858			—
Administrative services expense payable		1,491			1,477
Interest payable		4,493			4,328
Trustees' fees payable		250			250
Other accrued expenses and liabilities		4,484			4,444

Total liabilities		1,243,115			919,403

Commitments and contingencies ($15,362 and $0, respectively)⁽³⁾
Shareholders' equity
Preferred shares, $0.001 par value, 50,000,000 shares authorized, none issued and outstanding		—			—
Common shares, $0.001 par value, 450,000,000 shares authorized, 445,653,258 and 440,162,095 shares issued and outstanding, respectively		446			440
Capital in excess of par value⁽⁴⁾		3,843,429			3,802,263
Accumulated undistributed net realized gains (losses) on investments and gain/loss on foreign currency⁽⁴⁾		(463,906	)		(387,452	)
Accumulated undistributed (distributions in excess of) net investment income⁽⁴⁾		(19,682	)		(13,738	)
Net unrealized appreciation (depreciation) on investments and unrealized gain/loss on foreign currency		(213,918	)		(52,619	)

Total shareholders' equity		3,146,369			3,348,894

Total liabilities and shareholders' equity	$	4,389,484		$	4,268,297

Net asset value per common share at period end	$	7.06		$	7.61

(1): See Note 4 for a discussion of expense reimbursements paid to the Company by its investment adviser and affiliates and recoupment of such amounts payable by the Company to its investment adviser and affiliates.
(2): See Note 8 for a discussion of the Company's repurchase transaction.
(3): See Note 9 for a discussion of the Company's commitments and contingencies.
(4): 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 June 30,						Six Months Ended June 30,

	2017			2016			2017			2016
Investment income
From non-controlled/unaffiliated investments:
Interest income	$	82,139		$	72,909		$	156,680		$	150,651
Fee income		6,541			1,807			30,363			2,627
From non-controlled/affiliated investments:
Interest income		13,304			13,610			31,187			25,602
Fee income		656			—			656			7,356

Total investment income		102,640			88,326			218,886			186,236

Operating expenses
Management fees		22,688			18,398			45,073			35,639
Subordinated income incentive fees⁽¹⁾		—			—			10,499			5,774
Administrative services expenses		799			883			1,607			1,767
Share transfer agent fees		674			642			1,408			1,384
Accounting and administrative fees		410			324			832			610
Interest expense		11,571			8,927			21,806			18,279
Trustees' fees		250			262			500			512
Offering costs		—			498			—			623
Other general and administrative expenses		930			1,320			1,999			2,153

Total operating expenses		37,322			31,254			83,724			66,741
Less: Expense reimbursement from sponsor⁽²⁾		—			—			(18,220	)		—
Add: Expense recoupment to sponsor⁽²⁾		2,858			—			2,858			—

Net expenses		40,180			31,254			68,362			66,741

Net investment income before taxes		62,460			57,072			150,524			119,495
Income taxes		54			46			110			79

Net investment income		62,406			57,026			150,414			119,416

Realized and unrealized gain/loss
Net realized gain (loss) on investments:
Non-controlled/unaffiliated		(46,654	)		(19,073	)		(77,515	)		(78,349	)
Non-controlled/affiliated		852			6			1,060			2,271
Net realized gain (loss) on foreign currency		(2	)		—			1			—
Net change in unrealized appreciation (depreciation) on investments:
Non-controlled/unaffiliated		(87,590	)		290,929			(60,355	)		259,592
Non-controlled/affiliated		(77,870	)		140,859			(99,465	)		128,341
Controlled/affiliated		—			(13,200	)		(1,531	)		(13,200	)
Net change in unrealized gain (loss) on foreign currency		—			(2	)		52			14

Total net realized and unrealized gain (loss)		(211,264	)		399,519			(237,753	)		298,669

Net increase (decrease) in net assets resulting from operations	$	(148,858	)	$	456,545		$	(87,339	)	$	418,085



Per share information—basic and diluted
Net increase (decrease) in net assets resulting from operations (Earnings per Share)	$	(0.34	)	$	1.14		$	(0.20	)	$	1.07



Weighted average shares outstanding		443,232,133			401,013,506			442,101,188			389,350,942

(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 paid to the Company by its investment adviser and affiliates and recoupment of such amounts payable by the Company to 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)

	Six Months Ended June 30,

	2017			2016
Operations
Net investment income	$	150,414		$	119,416
Net realized gain (loss) on investments and foreign currency		(76,454	)		(76,078	)
Net change in unrealized appreciation (depreciation) on investments		(161,351	)		374,733
Net change in unrealized gain (loss) on foreign currency		52			14

Net increase (decrease) in net assets resulting from operations		(87,339	)		418,085

Shareholder distributions⁽¹⁾
Distributions from net investment income		(156,358	)		(137,508	)

Net decrease in net assets resulting from shareholder distributions		(156,358	)		(137,508	)

Capital share transactions⁽²⁾
Issuance of common shares		—			224,029
Reinvestment of shareholder distributions		93,968			86,691
Repurchases of common shares		(52,796	)		(32,277	)

Net increase (decrease) in net assets resulting from capital share transactions		41,172			278,443

Total increase (decrease) in net assets		(202,525	)		559,020
Net assets at beginning of period		3,348,894			2,417,861

Net assets at end of period	$	3,146,369		$	2,976,881



Accumulated undistributed (distributions in excess of) net investment income⁽¹⁾	$	(19,682	)	$	(4,068	)

(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,

	2017			2016
Cash flows from operating activities
Net increase (decrease) in net assets resulting from operations	$	(87,339	)	$	418,085
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases of investments		(1,235,075	)		(435,184	)
Paid-in-kind interest		(17,079	)		(13,911	)
Proceeds from sales and repayments of investments		754,124			285,075
Net realized (gain) loss on investments		76,455			76,078
Net change in unrealized (appreciation) depreciation on investments		161,351			(374,733	)
Accretion of discount		(12,391	)		(7,430	)
Amortization of deferred financing costs		1,670			1,575
Amortization of deferred offering costs		—			623
(Increase) decrease in receivable for investments sold and repaid		(2,309	)		(14,847	)
(Increase) decrease in income receivable		(4,365	)		(11,246	)
(Increase) decrease in prepaid expenses and other assets		(150	)		122
Increase (decrease) in payable for investments purchased		116,123			53,766
Increase (decrease) in management fees payable		1,833			60
Increase (decrease) in subordinated income incentive fees payable		—			(12,048	)
Increase (decrease) in expense recoupment payable to sponsor⁽¹⁾		2,858			—
Increase (decrease) in administrative services expense payable		14			(339	)
Increase (decrease) in interest payable⁽²⁾		165			685
Increase (decrease) in trustees' fees payable		—			8
Increase (decrease) in other accrued expenses and liabilities		40			(383	)

Net cash provided by (used in) operating activities		(244,075	)		(34,044	)

Cash flows from financing activities
Issuance of common shares		—			221,243
Reinvestment of shareholder distributions		93,968			86,691
Repurchases of common shares		(52,796	)		(32,277	)
Offering costs incurred		—			(2,700	)
Shareholder distributions		(154,905	)		(137,527	)
Borrowings under credit facilities		672,000			—
Repayments under credit facilities		(144,704	)		(138,104	)
Repayments under repurchase facility		(325,000	)		—
Deferred financing costs paid		(2,603	)		(1,484	)

Net cash provided by (used in) financing activities		85,960			(4,158	)

Total increase (decrease) in cash		(158,115	)		(38,202	)
Cash at beginning of period		317,520			368,867

Cash at end of period	$	159,405		$	330,665



Supplemental disclosure
State taxes paid	$	5		$	109



Non-cash purchase of investments	$	(16,957	)	$	(190,104	)



Non-cash sales of investments	$	16,957		$	190,104

(1): See Note 4 for a discussion of expense reimbursements payable to the Company by its investment adviser and affiliates and recoupment of such amounts payable by the Company to its investment adviser and affiliates.
(2): See Note 8 for a discussion of the Company's credit facilities and repurchase transaction. During the six months ended June 30, 2017 and 2016, the Company paid $15,017 and $10,529, respectively, in interest expense on the credit facilities and $4,954 and $5,490, 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 June 30, 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—26.0%
Abaco Energy Technologies LLC	(g)(j)(bb)	Service & Equipment	L+700, 2.5% PIK (2.5% Max PIK)		1.0	%	11/20/20	$	86,372	$	82,435		$	81,837
Allied Wireline Services, LLC	(g)(k)(l)	Service & Equipment	L+400, 5.5% PIK (5.5% Max PIK)		1.5	%	2/28/19		111,969		111,314			109,870
Alon USA Partners, L.P.	(g)(i)(j)(m)	Downstream	L+800		1.3	%	11/26/18		11,006		11,109			11,033
Altus Power America, Inc.	(j)(p)	Power	L+750		1.5	%	9/30/21		77,378		77,378			78,539
Altus Power America, Inc.	(e)(p)	Power	L+750		1.5	%	9/30/21		23,872		23,872			24,230
BL Sand Hills Unit, L.P.	(l)	Upstream	Prime+650		3.5	%	12/17/17		40,807		35,439			29,075
BL Sand Hills Unit, L.P.	(e)	Upstream	Prime+650		3.5	%	12/17/17		15,000		13,027			10,688
Cactus Wellhead, LLC	(g)(i)(j)	Service & Equipment	L+600		1.0	%	7/31/20		65,034		63,184			63,734
Cimarron Energy Inc.	(g)	Service & Equipment	L+1150 (11.5% Max PIK)		1.0	%	12/15/19		23,289		23,289			22,940
CITGO Holding, Inc.	(f)	Downstream	L+850		1.0	%	5/12/18		28,586		28,859			29,055
Crestwood Holdings LLC	(f)(g)	Midstream	L+800		1.0	%	6/19/19		29,473		29,549			28,884
Gulf Finance, LLC	(f)(i)	Midstream	L+525		1.0	%	8/25/23		18,576		18,081			17,415
Industrial Group Intermediate Holdings, LLC	(i)	Service & Equipment	L+800		1.3	%	5/31/20		23,052		23,052			23,167
JSS Holdings, Inc.	(l)	Service & Equipment	L+800 0.0% PIK, (2.5% Max PIK)		1.0	%	3/31/23		15,000		14,854			15,032
JSS Holdings, Inc.	(e)	Service & Equipment	L+800 0.0% PIK, (2.5% Max PIK)		1.0	%	3/31/23		2,727		2,727			2,733
Lusk Operating LLC	(r)(z)(aa)	Upstream	Prime+500 PIK (8.8% Max PIK)		3.3	%	7/31/17		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		12,917		12,917			10,689
Moxie Liberty LLC	(g)(j)	Power	L+650		1.0	%	8/21/20		31,994		32,069			29,654
Panda Temple Power, LLC	(j)(r)(z)	Power	L+625		1.0	%	3/6/22		9,923		9,782			7,132
Panda Temple Power, LLC		Power	L+900		1.0	%	4/28/18		377		377			377
Power Distribution, Inc.	(i)	Power	L+725		1.3	%	1/25/23		30,080		30,080			30,305
Strike, LLC		Midstream	L+800		1.0	%	5/30/19		7,000		7,000			7,158
Strike, LLC	(e)	Midstream	L+800		1.0	%	5/30/19		28,000		27,525			28,630
Strike, LLC	(i)(j)	Midstream	L+800		1.0	%	11/30/22		51,188		49,788			52,467
Summit Midstream Partners Holdings LLC	(f)	Midstream	L+600		1.0	%	5/15/22		16,667		16,507			16,896
Swift Worldwide Resources US Holdings Corp.	(g)(j)	Service & Equipment	L+1000, 1.0% PIK (1.0% Max PIK)		1.0	%	7/20/21		58,465		58,465			58,612
UTEX Industries, Inc.	(f)(bb)	Service & Equipment	L+400		1.0	%	5/21/21		20,327		18,294			18,245
Warren Resources, Inc.	(j)(l)(p)	Upstream	L+900, 1.0% PIK (1.0% Max PIK)		1.0	%	5/22/20		78,834		78,834			76,962
Warren Resources, Inc.	(e)(p)	Upstream	L+900, 1.0% PIK (1.0% Max PIK)		1.0	%	5/22/20		5,590		5,590			5,457

Total Senior Secured Loans—First Lien											932,561			890,816
Unfunded Loan Commitments											(72,741	)		(72,741	)

Net Senior Secured Loans—First Lien											859,820			818,075

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, 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—25.8%
Arena Energy, LP	(i)(j)(k)	Upstream	L+900, 4.0% PIK (4.0% Max PIK)		1.0	%	1/24/21	$	105,512	$	105,512		$	105,248
Ascent Resources—Marcellus, LLC	(r)(z)	Upstream	L+750		1.0	%	8/4/21		10,000		9,874			1,050
Brock Holdings III, Inc.	(g)(j)	Service & Equipment	Prime+725				3/16/18		29,605		29,663			29,198
Chief Exploration & Development LLC	(f)(i)(j)	Upstream	L+650		1.0	%	5/16/21		55,576		54,005			53,770
Chisholm Oil and Gas Operating, LLC	(j)(k)(l)	Upstream	L+800		1.0	%	3/21/24		166,600		166,600			169,316
Chisholm Oil and Gas Operating, LLC	(e)	Upstream	L+800		1.0	%	3/21/24		29,400		29,400			29,879
Emerald Performance Materials, LLC	(f)	Downstream	L+775		1.0	%	8/1/22		11,819		11,759			11,834
Fieldwood Energy LLC	(f)(j)	Upstream	L+713		1.3	%	9/30/20		35,248		35,818			19,827
Granite Acquisition, Inc.	(f)	Power	L+725		1.0	%	12/19/22		18,694		18,301			18,619
Gruden Acquisition, Inc.	(j)	Service & Equipment	L+850		1.0	%	8/18/23		15,000		14,418			13,763
Horn Intermediate Holdings, Inc.	(g)(j)	Service & Equipment	L+775		1.3	%	10/2/18		50,250		50,250			49,873
Jonah Energy LLC	(f)(i)(j)	Upstream	L+650		1.0	%	5/12/21		39,523		38,476			37,930
Neff Rental LLC	(f)(j)	Service & Equipment	L+625		1.0	%	6/9/21		32,948		32,313			33,051
Oxbow Carbon LLC	(g)	Midstream	L+700		1.0	%	1/17/20		15,000		14,938			15,094
P2 Upstream Acquisition Co.	(g)(j)	Service & Equipment	L+800		1.0	%	4/30/21		47,399		46,975			45,602
Talos Production LLC	(k)(l)	Upstream	11.0%				4/3/22		43,250		40,236			37,736
Titan Energy Operating, LLC	(k)(p)	Upstream	2.0%, L+1100 PIK (L+1100 Max PIK)		1.0	%	2/23/20		109,973		95,004			81,864
UTEX Industries, Inc.	(f)(j)	Service & Equipment	L+725		1.0	%	5/20/22		85,192		78,787			75,794
WP CPP Holdings, LLC	(g)(j)	Service & Equipment	L+775		1.0	%	4/30/21		13,260		12,980			12,564

Total Senior Secured Loans—Second Lien											885,309			842,012
Unfunded Loan Commitment											(29,400	)		(29,400	)

Net Senior Secured Loans—Second Lien											855,909			812,612

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, 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—18.4%
Black Swan Energy Ltd.	(j)(m)	Upstream	9.0%		1/20/24	$	90,000	$	90,000	$	87,975
Calpine Corp.	(h)(m)	Power	5.3%		6/1/26		11,156		11,155		10,975
CITGO Holding, Inc.	(f)	Downstream	10.8%		2/15/20		9,000		9,054		9,804
CSVC Acquisition Corp.	(f)	Service & Equipment	7.8%		6/15/25		30,608		30,608		31,372
EP Energy LLC	(h)(m)	Upstream	8.0%		11/29/24		4,805		4,805		4,801
EP Energy LLC	(f)(h)(m)(o)	Upstream	8.0%		2/15/25		54,880		52,745		40,627
FourPoint Energy, LLC	(j)(k)(l)(p)	Upstream	9.0%		12/31/21		235,125		228,547		230,716
KCA Deutag UK Finance plc	(h)(m)	Service & Equipment	9.9%		4/1/22		17,000		16,760		16,533
Mirant Mid-Atlantic Trust	(f)(h)	Power	10.1%		12/30/28		31,752		33,784		29,966
Ridgeback Resources Inc.	(k)(m)(p)	Upstream	12.0%		12/29/20		3,887		3,817		3,887
Sunnova Energy Corp.	(j)(p)	Power	6.0%, 6.0% PIK (6.0% Max PIK)		10/24/18		33,173		33,173		33,173
Velvet Energy Ltd.	(j)(l)(m)	Upstream	9.0%		10/5/23		80,000		80,000		77,936

Total Senior Secured Bonds									594,448		577,765

Subordinated Debt—45.3%
Alta Mesa Holdings, LP	(h)	Upstream	7.9%		12/15/24		20,425		20,425		20,604
Archrock Partners, L.P.	(h)(m)	Midstream	6.0%		4/1/21		8,555		7,606		8,414
Archrock Partners, L.P.	(h)(m)	Midstream	6.0%		10/1/22		14,283		12,526		13,926
Ascent Resources Utica Holdings, LLC	(f)(h)(j)	Upstream	10.0%		4/1/22		225,000		225,000		225,422
Bellatrix Exploration Ltd.	(f)(h)(m)(o)	Upstream	8.5%		5/15/20		60,120		59,081		54,197
Brand Energy & Infrastructure Services, Inc.	(f)(h)	Service & Equipment	8.5%		7/15/25		44,759		44,759		46,669
Canadian International Oil Corp.	(m)(bb)	Upstream	9.0%		7/10/22		100,000		97,000		97,000
Canbriam Energy Inc.	(f)(h)(j)(m)	Upstream	9.8%		11/15/19		115,200		112,767		120,023
Compressco Partners, LP	(f)(h)	Service & Equipment	7.3%		8/15/22		20,050		19,918		18,471
Covey Park Energy LLC	(h)(o)	Upstream	7.5%		5/15/25		8,333		8,333		8,343
Dynegy Finance I/II Inc.	(h)(m)(o)	Power	7.6%		11/1/24		24,542		23,805		23,866
Dynegy Finance I/II Inc.	(f)(m)	Power	8.0%		1/15/25		12,000		11,996		11,686
Eclipse Resources Corp.	(f)(h)(m)(o)	Upstream	8.9%		7/15/23		62,745		57,205		62,510
EP Energy LLC	(h)(m)(o)	Upstream	9.4%		5/1/20		48,970		44,581		38,829
EP Energy LLC	(h)(m)	Upstream	6.4%		6/15/23		27,095		20,066		15,952
EV Energy Partners, L.P.	(f)(h)(o)	Upstream	8.0%		4/15/19		48,814		38,103		26,319
Exterran Energy Solutions, L.P.	(h)(m)(o)	Service & Equipment	8.1%		5/1/25		17,143		17,143		17,507
Extraction Oil & Gas Holdings, LLC	(h)(o)	Upstream	7.9%		7/15/21		37,500		37,500		38,672
Genesis Energy, L.P.	(f)(m)	Midstream	6.8%		8/1/22		23,540		22,991		23,628

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, 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	6.0%				5/15/23	$	15,280	$	14,188	$	15,017
Global Jet Capital Inc.		Service & Equipment	15.0% PIK (15.0% Max PIK)				1/30/25		788		788		789
Global Jet Capital Inc.		Service & Equipment	15.0% PIK (15.0% Max PIK)				4/30/25		5,007		5,007		5,007
Global Jet Capital Inc.		Service & Equipment	15.0% PIK (15.0% Max PIK)				9/3/25		1,035		1,035		1,035
Global Jet Capital Inc.		Service & Equipment	15.0% PIK (15.0% Max PIK)				9/29/25		974		974		974
Global Jet Capital Inc.		Service & Equipment	15.0% PIK (15.0% Max PIK)				12/2/26		857		857		857
Global Partners L.P.	(f)(h)(m)(o)	Midstream	6.3%				7/15/22		69,435		69,276		70,169
Global Partners L.P.	(h)(m)(o)	Midstream	7.0%				6/15/23		2,824		2,442		2,828
Great Lakes Dredge & Dock Corp.	(h)(m)	Service & Equipment	8.0%				5/15/22		15,789		15,789		16,125
Great Western Petroleum, LLC	(f)(h)	Upstream	9.0%				9/30/21		26,830		26,714		26,562
Gulfport Energy Corporation	(h)(m)	Upstream	6.0%				10/15/24		10,000		10,000		9,742
Jupiter Resources Inc.	(h)(m)	Upstream	8.5%				10/1/22		76,125		72,088		57,141
Laredo Petroleum, Inc.	(h)(m)	Upstream	7.4%				5/1/22		25,384		25,115		25,796
Lonestar Resources America Inc.	(f)(h)	Upstream	8.8%				4/15/19		24,200		24,009		23,198
Martin Midstream Partners L.P.	(f)(h)(m)(o)	Midstream	7.3%				2/15/21		29,660		29,156		30,204
Moss Creek Resources, LLC	(l)	Upstream	L+800		1.5	%	4/7/22		65,000		65,000		65,215
NRG Energy, Inc.	(f)(m)	Power	7.3%				5/15/26		28,000		27,829		29,057
ONEOK, Inc.	(f)(h)(m)	Midstream	7.5%				9/1/23		28,000		26,948		33,467
SRC Energy Inc.	(j)(m)	Upstream	9.0%				6/14/21		40,000		40,000		40,900
Tenrgys, LLC	(j)(k)	Upstream	L+900		2.5	%	12/23/18		75,000		75,000		46,125
Whiting Petroleum Corp.	(h)(m)(o)	Upstream	5.0%				3/15/19		11,685		10,785		11,627
Whiting Petroleum Corp.	(f)(m)(bb)	Upstream	5.8%				3/15/21		7,000		6,409		6,606
WildHorse Resource Development Corporation	(h)(m)	Upstream	6.9%				2/1/25		10,000		9,927		9,419
Zachry Holdings, Inc.	(f)	Service & Equipment	7.5%				2/1/20		23,925		23,932		24,822

Total Subordinated Debt											1,464,073		1,424,720

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, 2017
(in thousands, except share amounts)



Portfolio Company^(a)	Footnotes	Industry	Number of Shares		Amortized Cost		Fair Value^(d)
Equity/Other—17.5%⁽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		3,344
Allied Downhole Technologies, LLC, Warrants, 2/28/2019	(k)(q)(r)	Service & Equipment		5,344,680		1,865		2,405
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		25,792,683		25,793		25,793
AP Exhaust Holdings, LLC, Class A1 Common Units	(k)(q)(r)	Service & Equipment		8		—		—
AP Exhaust Holdings, LLC, Class A1 Preferred Units	(k)(q)(r)	Service & Equipment		803		895		895
Ascent Resources Utica Holdings, LLC, Common Equity	(r)(t)	Upstream		148,692,909		44,700		37,173
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		57
Chisholm Oil and Gas, LLC, Series A Units	(r)(cc)	Upstream		11,472,461		11,472		11,548
Cimarron Energy Holdco Inc., Common Equity	(r)	Service & Equipment		3,675,487		3,323		1,470
Extraction Oil & Gas, Inc. Common Equity	(k)(r)	Upstream		1,140,637		11,250		15,342
FourPoint Energy, LLC, Common Equity, Class C-II-A Units	(k)(p)(q)(r)	Upstream		66,000		66,000		25,740
FourPoint Energy, LLC, Common Equity, Class D Units	(k)(p)(q)(r)	Upstream		12,374		8,176		4,857
FourPoint Energy, LLC, Common Equity, Class E-II Units	(p)(r)(cc)	Upstream		274,688		68,672		103,008
FourPoint Energy, LLC, Common Equity, Class E-III Units	(k)(p)(q)(r)(cc)	Upstream		222,750		55,688		86,873
Global Jet Capital Holdings, LP, Preferred Equity	(r)	Service & Equipment		2,785,562		2,786		3,203
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		—		69
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		—
PDI Parent LLC, Common Equity	(r)	Power		1,384,615		1,385		1,454
Ridgeback Resources Inc., Common Equity	(k)(l)(m)(p)(r)(w)	Upstream		9,599,928		58,985		50,652
SandRidge Energy, Inc., Common Equity	(h)(l)(m)(o)(r)	Upstream		1,009,878		22,542		17,380
Sunnova Energy Corp., Common Equity	(p)(r)	Power		6,667,368		25,026		35,470
Sunnova Energy Corp., Preferred Equity	(p)(r)	Power		578,468		3,080		3,077
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		67,381		89,259		49,929
TE Holdings, LLC, Common Equity	(r)(cc)	Upstream		2,225,950		18,921		10,629
TE Holdings, LLC, Preferred Equity	(l)(r)	Upstream		1,475,531		14,734		14,386
Titan Energy, LLC, Common Equity	(k)(p)(r)	Upstream		555,496		17,554		4,305
Total Safety Holdings, LLC, Common Equity	(g)(j)(r)	Service & Equipment		12,897		4,707		4,428
Warren Resources, Inc., Common Equity	(l)(p)(r)	Upstream		4,415,749		20,754		15,897
White Star Petroleum Holdings, LLC, Common Equity	(r)(cc)	Upstream		4,867,084		4,137		3,529

Total Equity/Other						622,704		549,883

TOTAL INVESTMENTS—133.0%					$	4,396,954		4,183,055



LIABILITIES IN EXCESS OF OTHER ASSETS—(33.0%)								(1,036,686	)

NET ASSETS—100.0%							$	3,146,369

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, 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 June 30, 2017, the three-month London Interbank Offered Rate, or LIBOR or 'L,' was 1.30% and the U.S. Prime Lending Rate, or Prime, was 4.25%. 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 term loan facility 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 June 30, 2017, 73.3% 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 June 30, 2017, the fair value of securities rehypothecated by BNP was $183,175.
(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 June 30, 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 six months ended June 30, 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 June 30, 2017		Interest Income⁽³⁾		Fee Income⁽³⁾

Senior Secured Loans—First Lien
Altus Power America, Inc.⁽¹⁾	$	73,294	$	5,433		—			—		—	$	170		$	78,897	$	3,500		—
Sunnova Asset Portfolio 5 Holdings, LLC	$	151,148		—	$	(149,652	)	$	1,157	$	1,060	$	(3,713	)		—	$	1,157		—
Warren Resources, Inc.⁽²⁾	$	78,437	$	397		—			—		—	$	(2,005	)	$	76,829	$	4,380		—
Senior Secured Loans—Second Lien
Titan Energy Operating, LLC	$	85,427	$	5,564		—		$	2,306		—	$	(11,433	)	$	81,864	$	8,922		—
Senior Secured Bonds
FourPoint Energy, LLC	$	240,709		—		—		$	688		—	$	(10,681	)	$	230,716	$	10,523		—
Ridgeback Resources Inc.	$	3,887		—		—		$	8		—	$	(8	)	$	3,887	$	232		—
Sunnova Energy Corp.		—	$	33,173		—			—		—		—		$	33,173	$	733	$	656

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, 2017
(in thousands, except share amounts)

Portfolio Company	Fair Value at December 31, 2016		Purchases, Paid-in-Kind Interest and Other					Net Change in Unrealized Appreciation (Depreciation)			Fair Value at June 30, 2017		Interest Income⁽³⁾

Equity/Other
Altus Power America Holdings, LLC, Common Equity	$	12,474		—	—	—	—		—		$	12,474		—	—
Altus Power America Holdings, LLC, Preferred Equity	$	23,982	$	1,811	—	—	—		—		$	25,793	$	1,740	—
FourPoint Energy, LLC, Common Equity, Class C-II-A Units	$	31,845		—	—	—	—	$	(6,105	)	$	25,740		—	—
FourPoint Energy, LLC, Common Equity, Class D Units	$	6,032		—	—	—	—	$	(1,175	)	$	4,857		—	—
FourPoint Energy, LLC, Common Equity, Class E-II Units	$	125,670		—	—	—	—	$	(22,662	)	$	103,008		—	—
FourPoint Energy, LLC, Common Equity, Class E-III Units	$	107,477		—	—	—	—	$	(20,604	)	$	86,873		—	—
Ridgeback Resources Inc., Common Equity	$	58,985		—	—	—	—	$	(8,333	)	$	50,652		—	—
Sunnova Energy Corp., Common Equity	$	36,204		—	—	—	—	$	(734	)	$	35,470		—	—
Sunnova Energy Corp., Preferred Equity	$	3,141		—	—	—	—	$	(64	)	$	3,077		—	—
Titan Energy, LLC, Common Equity	$	13,332		—	—	—	—	$	(9,027	)	$	4,305		—	—
Warren Resources, Inc., Common Equity	$	18,988		—	—	—	—	$	(3,091	)	$	15,897		—	—

(1): Security includes a partially unfunded commitment with an amortized cost of $23,872 and a fair value of $24,230.
(2): Security includes a partially unfunded commitment with an amortized cost of $5,590 and a fair value of $5,457.
(3): Interest and fee income presented for the full six months ended June 30, 2017.

(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 June 30, 2017.
(x): Investment denominated in British pounds. Amortized cost and fair value are converted into U.S. dollars as of June 30, 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 June 30, 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 June 30, 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 six months ended June 30, 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 June 30, 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
Extraction Oil & Gas Holdings, LLC	(h)(o)	Upstream	7.9%		7/15/21		37,500		37,500		40,313

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)
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

FS Energy & Power Fund - FORM 10-Q - August 10, 2017

Attached files