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EX-32.1 - EX-32.1 - FS Energy & Power Fundtm2035236d1_exh32x1.htm
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EX-31.1 - EX-31.1 - FS Energy & Power Fundtm2035236d1_exh31x1.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2020

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 814-00841
FS Energy and Power Fund
(Exact name of registrant as specified in its charter)
Delaware
27-6822130
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
201 Rouse Boulevard
Philadelphia, Pennsylvania
(Address of principal executive office)
19112
(Zip Code)
Registrant’s telephone number, including area code: (215) 495-1150
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒ No ☐.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ☐ No ☐.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☒
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected to not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.
Securities registered pursuant to Section 12(b) Act: None
Title of each class
Trading symbol(s)
Name on each exchange on which registered
N/A
N/A
N/A
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. The issuer had 440,020,257 common shares of beneficial interest outstanding as of November 10, 2020.

 
TABLE OF CONTENTS
Page
PART I—FINANCIAL INFORMATION
1
1
2
3
4
5
17
45
63
64
PART II—OTHER INFORMATION
65
65
65
65
65
65
66
68
 
i

 
PART I—FINANCIAL INFORMATION
Item 1.
Financial Statements.
FS Energy and Power Fund
Consolidated Balance Sheets
(in thousands, except share and per share amounts)
September 30, 2020
(Unaudited)
December 31,
2019
Assets
Investments, at fair value
Non-controlled/unaffiliated investments (amortized cost—$2,346,832 and $3,399,611,
respectively)
$ 1,851,716 $ 3,108,039
Non-controlled/affiliated investments (amortized cost—$374,604 and $698,631,
respectively)
233,727 374,598
Controlled/affiliated investments (amortized cost—$115,137 and $27,464, respectively)
115,281
Total investments, at fair value (amortized cost—$2,836,573 and $4,125,706, respectively)
2,200,724 3,482,637
Cash
159,570 149,752
Restricted cash
667
Receivable for investments sold and repaid
614 729
Swap income receivable
395
Unrealized appreciation on swap contracts
6,831
Interest receivable
19,064 33,507
Prepaid expenses and other assets
187 266
Total assets
$ 2,380,159 $ 3,674,784
Liabilities
Payable for investments purchased
$ $ 28,518
Credit facilities payable (net of deferred financing costs of $6,291 and $6,370, respectively)(1)
410,376 730,297
Secured note payable (net of deferred financing costs of $5,792 and $7,344, respectively)(1)
477,514 485,313
Shareholder distributions payable
13,164 10,240
Management fees payable(2)
31,591 15,582
Administrative services expense payable
1,337 507
Interest payable
5,045 16,567
Unrealized depreciation on swap contracts
280
Trustees’ fees payable
190 192
Other accrued expenses and liabilities
4,327 7,683
Total liabilities
943,544 1,295,179
Commitments and contingencies ($5,647 and $28,104, 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, 700,000,000 shares authorized, 438,393,705 and 438,477,007 shares issued and outstanding, respectively
438 438
Capital in excess of par value
3,604,581 3,610,533
Accumulated earnings (deficit)
(2,168,404) (1,231,366)
Total shareholders’ equity
1,436,615 2,379,605
Total liabilities and shareholders’ equity
$ 2,380,159 $ 3,674,784
Net asset value per common share at period end
$ 3.28 $ 5.43
(1)
See Note 9 for a discussion of the Company’s financing arrangements.
(2)
See Note 4 for a discussion of the Company’s management fees.
(3)
See Note 10 for a discussion of the Company’s commitments and contingencies.
See notes to unaudited consolidated financial statements.
1

 
FS Energy and Power Fund
Unaudited Consolidated Statements of Operations
(in thousands, except share and per share amounts)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2020
2019
2020
2019
Investment income
From non-controlled/unaffiliated investments:
Interest income
$ 28,644 $ 81,714 $ 125,230 $ 233,524
Paid-in-kind interest income
4,131 2,829 13,383 7,176
Fee income
352 862 1,726
Dividend income
66
From non-controlled/affiliated investments:
Interest income
5,510 6,959 20,670 22,861
Paid-in-kind interest income
5,921 315 9,153 1,047
Fee income
4,657 4,657
From controlled/affiliated investments:
Interest income
1,561 1,561
Total investment income
46,119 96,474 170,925 270,991
Operating expenses
Management fees
10,626 17,533 38,619 51,471
Administrative services expenses
2,628 1,330 4,937 3,375
Share transfer agent fees
738 658 1,953 2,151
Accounting and administrative fees
172 354 611 907
Interest expense(1)
19,834 23,050 60,152 65,836
Trustees’ fees
190 192 597 570
Other general and administrative expenses
1,236 1,163 4,415 2,960
Total operating expenses
35,424 44,280 111,284 127,270
Less: Management fee offset(2)
(2) (3,158) (452) (4,519)
Net expenses
35,422 41,122 110,832 122,751
Net investment income
10,697 55,352 60,093 148,240
Realized and unrealized gain/loss
Net realized gain (loss) on investments:
Non-controlled/unaffiliated
(176,011) (18,383) (503,067) (22,727)
Non-controlled/affiliated
(309,777) 6,065 (427,633) 6,510
Controlled/affiliated
(27,464)
Net realized gain (loss) on swap contracts
1,613 20,250 4,070
Net realized gain (loss) on debt extinguishment
2,591
Net change in unrealized appreciation (depreciation) on investments:
Non-controlled/unaffiliated
145,014 (83,028) (203,544) (41,713)
Non-controlled/affiliated
323,167 (59,188) 183,156 (38,031)
Controlled/affiliated
447 27,608
Net change in unrealized appreciation (depreciation) on swap contracts
3,800 (6,551) (6,919)
Net change in unrealized gain (loss) on foreign currency
6 (9)
Total net realized and unrealized gain (loss)
(17,154) (149,121) (934,663) (98,810)
Net increase (decrease) in net assets resulting from operations
$ (6,457) $ (93,769) $ (874,570) $ 49,430
Per share information—basic and diluted
Net increase (decrease) in net assets resulting from operations (Earnings per Share)
$ (0.01) $ (0.21) $ (2.00) $ 0.11
Weighted average shares outstanding
438,305,464 437,324,544 436,850,956 437,406,054
(1)
See Note 9 for a discussion of the Company’s financing arrangements.
(2)
See Note 4 for a discussion of the offset by FS/EIG Advisor, LLC, the Company’s investment adviser, of certain management fees to which it was otherwise entitled during the applicable period.
See notes to unaudited consolidated financial statements.
2

 
FS Energy and Power Fund
Unaudited Consolidated Statements of Changes in Net Assets
(in thousands)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2020
2019
2020
2019
Operations
Net investment income
$ 10,697 $ 55,352 $ 60,093 $ 148,240
Net realized gain (loss) on investments, swap contracts and debt extinguishment
(485,788) (10,705) (935,323) (12,147)
Net change in unrealized appreciation (depreciation) on investments
468,628 (142,216) 7,220 (79,744)
Net change in unrealized appreciation (depreciation) on swap contracts
3,800 (6,551) (6,919)
Net change in unrealized gain (loss) on foreign currency
6 (9)
Net increase (decrease) in net assets resulting from operations
(6,457) (93,769) (874,570) 49,430
Shareholder distributions(1)
Distributions to shareholders
(13,163) (54,542) (62,468) (163,732)
Net decrease in net assets resulting from shareholder
distributions
(13,163) (54,542) (62,468) (163,732)
Capital share transactions(2)
Reinvestment of shareholder distributions
5,442 24,826 20,871 77,781
Repurchases of common shares
(27,940) (26,823) (87,305)
Net increase (decrease) in net assets resulting from capital share transactions
5,442 (3,114) (5,952) (9,524)
Total increase (decrease) in net assets
(14,178) (151,425) (942,990) (123,826)
Net assets at beginning of period
1,450,793 2,675,785 2,379,605 2,648,186
Net assets at end of period
$ 1,436,615 $ 2,524,360 $ 1,436,615 $ 2,524,360
(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.
3

 
FS Energy and Power Fund
Unaudited Consolidated Statements of Cash Flows
(in thousands)
Nine Months Ended
September 30,
2020
2019
Cash flows from operating activities
Net increase (decrease) in net assets resulting from operations
$ (874,570) $ 49,430
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases of investments
(299,218) (912,202)
Paid-in-kind interest
(22,536) (8,223)
Proceeds from sales and repayments of investments
677,114 745,925
Net realized (gain) loss on investments
958,164 16,217
Net change in unrealized (appreciation) depreciation on investments
(7,220) 79,744
Net change in unrealized (appreciation) depreciation on swap contracts
6,551 6,919
Accretion of discount
(24,391) (18,306)
Amortization of deferred financing costs and discount
5,793 4,640
(Increase) decrease in receivable for investments sold and repaid
115 10,970
(Increase) decrease in interest receivable
14,443 (8,788)
(Increase) decrease in swap income receivable
395 294
(Increase) decrease in prepaid expenses and other assets
79 1,992
Increase (decrease) in payable for investments purchased
(28,518) (38,633)
Increase (decrease) in management fees payable
16,009 (2,031)
Increase (decrease) in administrative services expense payable
830 483
Increase (decrease) in swap income payable
(225)
Increase (decrease) in interest payable(1)
(11,522) (8,983)
Increase (decrease) in trustees’ fees payable
(2) 9
Increase (decrease) in other accrued expenses and liabilities
(3,356) 787
Net cash provided by (used in) operating activities
408,160 (79,981)
Cash flows from financing activities
Repurchases of common shares
(26,823) (87,305)
Shareholder distributions paid
(38,673) (84,999)
Borrowings under credit facilities(1)
160,000 460,000
Repayments of credit facilities(1)
(480,000) (245,000)
Repayments under senior secured notes(1)
(11,000)
Deferred financing costs paid
(2,513) (566)
Net cash provided by (used in) financing activities
(399,009) 42,130
Total increase (decrease) in cash
9,151 (37,851)
Cash at beginning of period
150,419 98,506
Cash at end of period
$ 159,570 $ 60,655
Supplemental disclosure
Reinvestment of shareholder distributions
$ 20,871 $ 77,781
Non-cash purchase of investments
$ (297,623) $ (128,941)
Non-cash sales of investments
$ 297,623 $ 128,941
(1)
See Note 9 for a discussion of the Company’s financing arrangements. During the nine months ended September 30, 2020 and 2019, the Company paid $65,881 and $70,179, respectively, in interest expense on the financing arrangements and Senior Secured Notes.
See notes to unaudited consolidated financial statements.
4

 
FS Energy and Power Fund
Unaudited Consolidated Schedule of Investments 
As of September 30, 2020
(in thousands, except share amounts)
Portfolio Company(a)
Footnotes
Industry
Rate(b)
Floor
Maturity
Principal
Amount(c)
Amortized
Cost
Fair
Value(d)
Senior Secured Loans—First Lien—43.6%
AIRRO (Mauritius) Holdings II
(k)(p)(s)
Power
L+350, 3.5% PIK, (3.5% Max PIK)
1.5%
7/24/25
$ 20,272 $ 17,620 $ 15,478
AIRRO (Mauritius) Holdings II
(e)(k)(p)(s)
Power
L+350, 3.5% PIK, (3.5% Max PIK)
1.5%
7/24/25
15,474 15,474 11,815
Allied Wireline Services, LLC
(f)(n)(s)(x)
Service & Equipment
10.0% PIK (10.0% Max PIK)
6/15/25
53,007 53,007 53,007
ARB Midstream Operating Company, LLC
(s)
Midstream
L+825
1.0%
11/6/21
2,307 2,304 2,171
Bioenergy Infrastructure Holdings Limited
(k)(s)
Power
L+725
1.0%
12/22/22
776 773 698
Bioenergy Infrastructure Holdings Limited
(e)(k)(s)
Power
L+725
1.0%
12/22/22
543 543 489
Bioenergy Infrastructure Holdings Limited
(e)(k)(s)
Power
L+725
1.0%
12/22/22
544 544 489
Birch Permian LLC
(s)
Upstream
L+800
1.5%
4/12/23
49,865 49,574 48,583
Brazos Delaware II LLC
(h)
Midstream
L+400
5/21/25
63,165 60,243 48,254
Cimarron Energy Inc.
(s)
Service & Equipment
L+900
1.0%
6/30/21
7,500 7,500 7,172
Cox Oil Offshore, LLC, Volumetric Production Payments
(i)(s)(v)
Upstream
0.0%
12/31/23
100,000 44,082 34,870
EIF Van Hook Holdings, LLC
(h)
Midstream
L+525
9/5/24
34,069 33,399 21,464
FR BR Holdings LLC
(h)(s)
Midstream
L+650
12/14/23
86,659 82,932 81,540
Luxe Drillship Operating, LLC
(s)
Upstream
8.0%
10/30/24
18,061 17,069 18,822
MECO IV LLC
(s)
Upstream
L+925
1.5%
9/14/21
35,000 34,595 28,700
MRP CalPeak Holdings, LLC
(h)(s)
Power
L+525
1.5%
1/27/25
14,884 14,884 14,636
MRP West Power Holdings II, LLC
(h)(s)
Power
L+525
1.5%
1/27/25
14,925 14,925 14,696
Navitas Midstream Midland Basin LLC
(h)
Midstream
L+450
1.0%
12/13/24
57,402 56,437 54,216
Navitas Midstream Midland Basin LLC (Mirror Tranche)
Midstream
L+450
1.0%
12/13/24
39,500 38,064 37,308
NNE Holding LLC
(h)(s)
Upstream
L+800
3/2/22
40,000 39,957 36,800
Panda Stonewall LLC
(h)
Power
L+550
1.0%
11/13/21
3,329 3,178 3,033
Permian Production Partners LLC
(f)(m)(o)(s)
Upstream
L+600
1.0%
5/18/24
44,498 43,184 10,470
Plainfield Renewable Energy Holdings LLC
(s)
Power
10.0% (10.0% Max PIK)
8/22/25
2,998 2,998 1,274
Plainfield Renewable Energy Holdings LLC, Letter of Credit
(e)(s)
Power
10.0%
8/22/23
2,709 2,709 1,151
Plainfield Renewable Energy Holdings LLC
(s)
Power
15.5% (9.5% Max PIK)
8/22/25
10,801 10,801 10,772
Swift Worldwide Resources US Holdings Corp.
(h)(s)
Service & Equipment
L+1100, 1.0% PIK (1.0% Max PIK)
2.5%
7/20/21
59,986 59,986 59,986
Warren Resources, Inc.
(s)(w)
Upstream
L+900, 1.0% PIK (1.0% Max PIK)
1.0%
5/21/21
27,717 27,717 27,717
Total Senior Secured Loans—First Lien
734,499 645,611
Unfunded Loan Commitments
(19,270) (19,270)
Net Senior Secured Loans—First Lien
715,229 626,341
Senior Secured Loans—Second Lien—18.1%
Aethon III BR LLC
(s)
Upstream
L+750
1.5%
1/10/25
10,000 9,883 10,000
Aethon United BR LP
(f)(h)(s)
Upstream
L+675
1.0%
9/8/23
148,150 146,853 146,402
Chisholm Oil and Gas Operating, LLC
(m)(o)(s)
Upstream
L+550, 3.0% PIK (3.0% Max PIK)
1.3%
3/21/24
199,000 196,000 1,384
Chisholm Energy Holdings, LLC
(f)(s)
Upstream
L+625
1.5%
5/15/26
21,429 21,249 20,441
Encino Acquisition Partners Holdings LLC
(f)
Upstream
L+675
1.0%
10/29/25
41,828 35,831 33,621
Peak Exploration & Production, LLC
(f)(s)
Upstream
L+675
1.5%
11/16/23
13,545 13,494 13,481
Peak Exploration & Production, LLC
(e)(f)(s)
Upstream
L+675
1.5%
11/16/23
1,505 1,505 1,498
Penn Virginia Holdings Corp.
(f)(h)(k)(s)
Upstream
L+700
1.0%
9/29/22
20,000 20,000 18,150
SilverBow Resources, Inc.
(f)(h)(k)(s)
Upstream
L+750
1.0%
12/15/24
19,000 18,871 16,720
Total Senior Secured Loans—Second Lien
463,686 261,697
Unfunded Loan Commitments
(1,505) (1,505)
Net Senior Secured Loans—Second Lien
462,181 260,192
See notes to unaudited consolidated financial statements.
5

 
FS Energy and Power Fund
Unaudited Consolidated Schedule of Investments (Continued)
As of September 30, 2020
(in thousands, except share amounts)
Portfolio Company(a)
Footnotes
Industry
Rate(b)
Floor
Maturity
Principal
Amount(c)
Amortized
Cost
Fair
Value(d)
Senior Secured Bonds—18.4%
Black Swan Energy Ltd.
(k)(s)
Upstream
9.0%
1/20/24
$ 90,000 $ 90,000 $ 89,550
Limetree Bay Ventures, LLC
(f)(s)(w)
Midstream
20.0% PIK (20.0% Max PIK)
1/4/21
25,153 25,153 28,525
Limetree Bay Ventures, LLC
(f)(s)(w)
Midstream
20.0% PIK (20.0% Max PIK)
1/4/21
32,983 32,319 37,561
Velvet Energy Ltd.
(f)(k)(s)
Upstream
9.0%
10/5/23
120,000 120,000 108,293
Total Senior Secured Bonds
267,472 263,929
Unsecured Debt—13.0%
Global Jet Capital Holdings, LP
(f)(s)
Industrials
15.0% PIK (15.0% Max PIK)
1/30/25
1,280 1,148 1,160
Global Jet Capital Holdings, LP
(f)(s)
Industrials
15.0% PIK (15.0% Max PIK)
4/30/25
8,138 7,297 7,375
Global Jet Capital Holdings, LP
(f)(s)
Industrials
15.0% PIK (15.0% Max PIK)
9/3/25
1,682 1,508 1,524
Global Jet Capital Holdings, LP
(f)(s)
Industrials
15.0% PIK (15.0% Max PIK)
9/29/25
1,583 1,420 1,435
Global Jet Capital Holdings, LP
(f)(s)
Industrials
15.0% PIK (15.0% Max PIK)
12/2/26
1,392 1,248 1,262
Great Western Petroleum, LLC
(f)(s)
Upstream
8.5%
4/15/25
13,636 13,163 12,954
Great Western Petroleum, LLC
(f)
Upstream
9.0%
9/30/21
35,830 35,796 21,229
Hammerhead Resources Inc.
(f)(k)(s)
Upstream
12.0% PIK (12.0% Max PIK)
7/15/24
70,607 69,946 55,607
Limetree Bay Ventures, LLC
(f)(s)(w)
Midstream
15.0% PIK (15.0% Max PIK)
3/3/21
37,350 37,350 38,139
Limetree Bay Ventures, LLC
(f)(s)(w)
Midstream
20.0% PIK (20.0% Max PIK)
2/1/21
9,734 9,734 11,667
Lonestar Resources America Inc.
(f)(m)(o)
Upstream
11.3%
1/1/23
22,500 23,189 4,050
Moss Creek Resources, LLC
(f)
Upstream
7.5%
1/15/26
6,693 5,019 4,040
Tenrgys, LLC
(f)(m)(n)(o)(s)
Upstream
L+900
2.5%
12/23/18
75,000 75,000 26,500
Total Unsecured Debt
281,818 186,942
Number of
Shares
Amortized
Cost
Fair
Value(d)
Preferred Equity—37.4%(l)
Abaco Energy Technologies LLC, Preferred Equity
(o)(s)
Service & Equipment
28,942,003 $ 1,447 $ 5,007
Altus Midstream LP, Series A Preferred Units
(j)(s)
Midstream
11.0%
6/28/26
52,856 55,637 50,940
Global Jet Capital Holdings, LP, Preferred Equity
(f)(o)(s)
Industrials 27,856 2,786
Great Western Petroleum, LLC, Preferred Equity
(f)(r)(s)
Upstream
15.5%
12/31/27
36,364 45,685 25,455
Limetree Bay Ventures, LLC, Preferred Equity
(f)(m)(o)(s)(w)
Midstream
13.5%
11/27/23
92,668,228 86,729 42,729
Limetree Bay Ventures, LLC, Preferred Equity
(f)(m)(o)(s)(w)
Midstream
13.5%
11/27/23
57,850,307 53,548
NGL Energy Partners, LP, Preferred Equity
(k)(s)
Midstream
14.2%
7/2/27
156,250 165,658 134,005
NuStar, Preferred Equity
(f)(h)(k)(s)
Midstream
12.8%
6/29/28
3,910,165 102,138 113,618
Segreto Power Holdings, LLC, Preferred Equity
(f)(g)(s)
Power
13.1%
6/30/25
70,297 90,415 81,189
USA Compression Partners, LP, Preferred Equity
(h)(k)(s)
Midstream
9.8%
4/3/28
79,336 77,567 84,294
Total Preferred Equity
681,610 537,237
Principal
Amount(c)
Amortized
Cost
Fair
Value(d)
Sustainable Infrastructure Investments, LLC—4.2%
Sustainable Infrastructure Investments, LLC
(k)(s)(x)
Power $ 60,603 $ 60,603 $ 60,906
Total Sustainable Infrastructure Investments, LLC
60,603 60,906
See notes to unaudited consolidated financial statements.
6

 
FS Energy and Power Fund
Unaudited Consolidated Schedule of Investments (Continued)
As of September 30, 2020
(in thousands, except share amounts)
Portfolio Company(a)
Footnotes
Industry
Number of
Shares
Amortized
Cost
Fair
Value(d)
Equity/Other—18.5%(l)
Abaco Energy Technologies LLC, Common Equity
(f)(o)(s)
Service & Equipment
     
        
6,944,444 $ 6,944 $ 854
AIRRO (Mauritius) Holdings II, Warrants
(f)(k)(o)(p)(s)
Power 35 2,652 2,364
Allied Wireline Services, LLC, Common Equity
(f)(n)(o)(s)(x)
Service & Equipment
484,000 1,527 1,368
Allied Wireline Services, LLC, Warrants
(n)(o)(s)(x)
Service & Equipment
220,000
Arena Energy, LP, Contingent Value Rights
(f)(o)(s)
Upstream 126,623,117 351 351
Ascent Resources Utica Holdings, LLC, Common Equity
(f)(o)(q)(s)
Upstream 148,692,908 44,700 33,307
Chisholm Oil and Gas, LLC, Series A Units
(g)(o)(s)
Upstream 14,700,000 14,700
Cimarron Energy Holdco Inc., Common Equity
(f)(o)(s)
Service & Equipment
4,302,293 3,950 204
Cimarron Energy Holdco Inc., Participation Option
(f)(o)(s)
Service & Equipment
25,000,000 1,289 1,188
Denbury Resources Inc., Common Equity
(f)(k)(o)
Upstream 1,265,510 22,906 22,273
FourPoint Energy, LLC, Common Equity
(g)(n)(o)(s)
Upstream 237,063 138,208 138,208
Harvest Oil & Gas Corp., Common Equity
(f)(o)(w)
Upstream 135,062 18,909 4,727
JSS Holdco, LLC, Net Profits Interest
(f)(o)(s)
Industrials N/A 58
Limetree Bay Ventures, LLC, Common Equity
(f)(o)(s)(w)
Midstream 128,645 3,406
Luxe Drillship Operating, LLC, Overriding Royalty Interest
(f)(o)(s)
Upstream N/A 1,354 961
MB Precision Investment Holdings LLC, Class A-2 Units
(f)(n)(o)(s)
Industrials 1,426,110 490
NGL Energy Partners, LP, Warrants (Par)
(f)(k)(o)(s)
Midstream 2,187,500 3,083 243
NGL Energy Partners, LP, Warrants (Premium)
(f)(k)(o)(s)
Midstream 3,125,000 2,623 244
NGL Energy Partners, LP, Warrants (Premium)
(f)(k)(o)(s)
Midstream 781,250 576 61
NGL Energy Partners, LP, Warrants (Par)
(f)(k)(o)(s)
Midstream 546,880 630 59
Ridgeback Resources Inc., Common Equity
(f)(k)(o)(s)(t)(w)
Upstream 9,599,928 58,985 36,745
Rosehill Operating Company, LLC, Common Equity
(f)(n)(o)(s)
Upstream 13,973 2,182 2,182
Swift Worldwide Resources Holdco Limited, Common Equity
(f)(k)(o)(s)(u)
Service & Equipment
3,750,000 6,029 2,025
UP Energy, LLC, Common Equity
(f)(o)(s)
Upstream 367,237 8,524 8,560
USA Compression Partners, LP, Warrants (Market)
(f)(h)(k)(o)(s)
Midstream 793,359 555 726
USA Compression Partners, LP, Warrants (Premium)
(f)(h)(k)(o)(s)
Midstream 1,586,719 714 1,116
Warren Resources, Inc., Common Equity
(f)(o)(s)(w)
Upstream 4,415,749 20,754 5,917
Whiting Petroleum Corp., Common Equity
(f)(k)(o)
Upstream 83,030 1,619 1,436
Total Equity/Other
367,660 265,177
TOTAL INVESTMENTS—153.2%
$ 2,836,573 2,200,724
LIABILITIES IN EXCESS OF OTHER ASSETS—(53.2%)
(764,109)
NET ASSETS—100.0%
$ 1,436,615
(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 September 30, 2020, the three-month London Interbank Offered Rate, or LIBOR, was 0.23% and the U.S. Prime Lending Rate, or Prime, was 3.25%. PIK means paid-in-kind. PIK income accruals may be adjusted based on the fair value of the underlying investment.
(c)
Denominated in U.S. dollars, unless otherwise noted.
(d)
Fair value determined by the Company’s board of trustees (see Note 8).
(e)
Security is an unfunded commitment. The stated rate reflects the spread disclosed at the time of commitment and may not indicate the actual rate received upon funding.
(f)
Security or portion thereof is pledged as collateral supporting the amounts outstanding under the Senior Secured Notes with JPMorgan Chase Bank, N.A. (see Note 9).
(g)
Security held within FS Energy Investments, LLC, a wholly-owned subsidiary of the Company.
(h)
Security or portion thereof held within Gladwyne Funding LLC, a wholly-owned subsidiary of the Company.
See notes to unaudited consolidated financial statements.
7

 
FS Energy and Power Fund
Unaudited Consolidated Schedule of Investments (Continued)
As of September 30, 2020
(in thousands, except share amounts)
(i)
Security held within EP Northern Investments, LLC, a wholly-owned subsidiary of the Company.
(j)
Security held within FS Power Investments, LLC, a wholly-owned subsidiary of the Company.
(k)
The investment is not a qualifying asset under the Investment Company Act of 1940, as amended, or the 1940 Act. A business development company may not acquire any asset other than a qualifying asset, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the business development company’s total assets. As of September 30, 2020, 68.0% of the Company’s total assets represented qualifying assets. Therefore, the Company may not make investments other than in qualifying assets until qualifying assets represent at least 70% of the Company’s total assets.
(l)
Listed investments may be treated as debt for U.S. generally accepted accounting principles, or GAAP, or tax purposes.
(m)
Security was on non-accrual status as of September 30, 2020.
(n)
Security held within FSEP Investments, Inc., a wholly-owned subsidiary of the Company.
(o)
Security is non-income producing.
(p)
Security or portion thereof held within FS Power Investments II, LLC, a wholly-owned subsidiary of the Company.
(q)
Security held within EP American Energy Investments, Inc., a wholly-owned subsidiary of the Company.
(r)
Security held within EP Synergy Investments, Inc., a wholly-owned subsidiary of Gladwyne Funding LLC.
(s)
Security is classified as Level 3 in the Company’s fair value hierarchy (See Note 8).
(t)
Investment denominated in Canadian dollars. Amortized cost and fair value are converted into U.S. dollars as of September 30, 2020.
(u)
Investment denominated in British pounds. Amortized cost and fair value are converted into U.S. dollars as of September 30, 2020.
(v)
Investment is a real property interest and is included with Senior Secured Loans — First Lien to facilitate comparison with other investments.
(w)
Under the 1940 Act, the Company generally is deemed to be an “affiliated person” of a portfolio company if it owns 5% or more of the portfolio company’s voting securities and generally is deemed to “control” a portfolio company if it owns more than 25% of the portfolio company’s voting securities or it has the power to exercise control over the management or policies of such portfolio company. As of September 30, 2020, the Company held investments in portfolio companies of which it is deemed to be an “affiliated person” but is not deemed to “control”. The following table presents certain information with respect to such portfolio companies for the nine months ended September 30, 2020:
See notes to unaudited consolidated financial statements.
8

 
FS Energy and Power Fund
Unaudited Consolidated Schedule of Investments (Continued)
As of September 30, 2020
(in thousands, except share amounts)
Portfolio Company
Fair Value at
December 31,
2019
Purchases,
Paid-in-Kind
Interest and
Transfers In
Sales,
Repayments and
Transfers Out
Accretion of
Discount
Net
Realized
Gain (Loss)
Net Change in
Unrealized
Appreciation
(Depreciation)
Fair Value at
September 30,
2020
Interest
Income(1)
PIK
Income(1)
Senior Secured Loans—First Lien
BL Sand Hills Unit, L.P.
$ 288 $ $ (223) $ $ (16,451) $ 16,386 $ $ $
MB Precision Holdings LLC
4,585 157 (4,697) 48 (93) 257 157
Warren Resources, Inc.
27,507 210 27,717 2,205 210
Senior Secured Loans—Second Lien
Titan Energy Operating, LLC
(600) (100,302) 100,902
Senior Secured Bonds
FourPoint Energy, LLC
223,369 (135,635) 636 (96,598) 8,228 5,647
Limetree Bay Ventures, LLC
25,153 3,372 28,525 2,700 2,315
Limetree Bay Ventures, LLC
31,994 325 5,242 37,561 2,139
Unsecured Debt
Limetree Bay Ventures, LLC
37,350 789 38,139 3,068 2,639
Limetree Bay Ventures, LLC
9,734 1,933 11,667 1,045 896
Preferred Equity
Limetree Bay Ventures, LLC, Preferred Equity
86,105 624 (44,000) 42,729 2,639 1,950
Limetree Bay Ventures, LLC, Preferred Equity
53,548 (53,548) 970 986
MB Precision Investment Holdings LLC, Class A Preferred Units
1,205 (1,880) 675
Equity/Other
BL Sand Hills Unit, L.P., Net Profits Interest
(60) (5,120) 5,180
BL Sand Hills Unit, L.P., Overriding Royalty Interest
(8) (732) 740
BL Sand Hills Unit, L.P., Series A Units
(24,019) 24,019
FourPoint Energy, LLC, Common Equity, Class C-II-A Units
6,906 (376) (65,624) 59,094
FourPoint Energy, LLC, Common Equity, Class D Units
1,307 (70) (8,106) 6,869
FourPoint Energy, LLC, Common Equity, Class E-II Units
15,793 (859) (36,875) 21,941
FourPoint Energy, LLC, Common Equity, Class E-III Units
23,306 (1,268) (54,420) 32,382
Harvest Oil & Gas Corp., Common Equity
8,644 (1,350) (2,567) 4,727
Limetree Bay Ventures, LLC, Common Equity
3,406