tv506685-10q - none - 15.9752228s

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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, 2018

☐

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			19112
	(Address of principal executive office)			(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 ☒

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 437,502,749 common shares of beneficial interest outstanding as of November 9, 2018.

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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)

	September 30, 2018 (Unaudited)			December 31, 2017
Assets
Investments, at fair value
Non-controlled/unaffiliated investments (amortized cost—$3,101,641 and $3,490,683, respectively)		$	3,035,721		$	3,281,536
Non-controlled/affiliated investments (amortized cost—$880,350 and $839,619, respectively)			692,168			715,169
Controlled/affiliated investments (amortized cost—$27,464 and $27,464, respectively)			—			—
Total investments, at fair value (amortized cost—$4,009,455 and $4,357,766, respectively)			3,727,889			3,996,705
Cash			350,753			195,376
Receivable for investments sold and repaid			13,646			66,337
Interest receivable			48,130			51,293
Deferred financing costs			—			720
Reimbursement due from sponsor(1)			—			5,945
Prepaid expenses and other assets			52			55
Total assets		$	4,140,470		$	4,316,431
Liabilities
Payable for investments purchased		$	98,398		$	88,033
Credit facilities payable (net of deferred financing costs of $9,034 and $1,883, respectively)(2)			622,633			1,218,117
Secured note payable (net of deferred financing costs of $8,605 and $0, respectively)(2)			481,515			—
Shareholder distributions payable			8,724			10,938
Management fees payable			16,977			21,834
Administrative services expense payable			845			361
Interest payable			6,070			6,033
Trustees’ fees payable			187			252
Other accrued expenses and liabilities			4,285			4,821
Total liabilities			1,239,634			1,350,389
Commitments and contingencies ($28,104 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, 440,686,304 and 446,045,135 shares issued and outstanding, respectively			441			446
Capital in excess of par value			3,778,451			3,814,303
Accumulated loss			(878,056)			(848,707)
Total shareholders’ equity			2,900,836			2,966,042
Total liabilities and shareholders’ equity		$	4,140,470		$	4,316,431
Net asset value per common share at period end		$	6.58		$	6.65

(1)

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

(2)

See Note 8 for a discussion of the Company’s financing arrangements.

(3)

See Note 9 for a discussion of the Company’s commitments and contingencies.

See notes to unaudited consolidated financial statements.

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FS Energy and Power Fund

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Investment income
From non-controlled/unaffiliated investments:
Interest income		$	64,440		$	56,016		$	193,777		$	201,939
Paid-in-kind interest income			2,052			5,704			5,786			16,461
Fee income			1,974			7,056			9,849			37,419
Dividend income			150			—			150			—
From non-controlled/affiliated investments:
Interest income			11,267			28,660			35,064			53,525
Paid-in-kind interest income			458			3,635			1,669			9,957
Fee income			—			—			2,091			656
Total investment income			80,341			101,071			248,386			319,957
Operating expenses
Management fees			16,977			22,031			52,393			67,104
Subordinated income incentive fees(1)			—			—			—			10,499
Administrative services expenses			1,211			611			2,806			2,218
Share transfer agent fees			658			658			1,951			2,066
Accounting and administrative fees			312			384			1,012			1,216
Interest expense(2)			17,714			13,648			45,983			35,454
Trustees’ fees			187			244			821			744
Other general and administrative expenses			1,956			563			3,789			2,672
Total operating expenses			39,015			38,139			108,755			121,973
Less: Expense reimbursement from sponsor(3)			—			(7,095)			—			(25,315)
Less: Expense reimbursement due to sponsor(3)			—			—			—			2,858
Net expenses			39,015			31,044			108,755			99,516
Net investment income			41,326			70,027			139,631			220,441
Realized and unrealized gain/loss
Net realized gain (loss) on investments:
Non-controlled/unaffiliated			(5,750)			7,271			(84,194)			(70,244)
Non-controlled/affiliated			56			(1,060)			56			—
Net realized gain (loss) on foreign currency			—			—			—			1
Net change in unrealized appreciation (depreciation) on investments:
Non-controlled/unaffiliated			64,493			13,176			143,227			(47,179)
Non-controlled/affiliated			(12,831)			(20,439)			(63,732)			(119,904)
Controlled/affiliated			—			—			—			(1,531)
Net change in unrealized gain (loss) on foreign currency			1			(1)			21			51
Total net realized and unrealized gain (loss)			45,969			(1,053)			(4,622)			(238,806)
Net increase (decrease) in net assets resulting from operations		$	87,295		$	68,974		$	135,009		$	(18,365)
Per share information—basic and diluted
Net increase (decrease) in net assets resulting from operations (Earnings per Share)		$	0.20		$	0.16		$	0.31		$	(0.04)
Weighted average shares outstanding			438,931,809			443,940,981			439,377,180			442,503,872

(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 8 for a discussion of the Company’s financing arrangements.

(3)

See Note 4 for a discussion of expense reimbursements payable to the Company by its former 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)

	Nine Months Ended September 30,
	2018			2017
Operations
Net investment income		$	139,631		$	220,441
Net realized gain (loss) on investments and foreign currency			(84,138)			(70,243)
Net change in unrealized appreciation (depreciation) on investments			79,495			(168,614)
Net change in unrealized gain (loss) on foreign currency			21			51
Net increase (decrease) in net assets resulting from operations			135,009			(18,365)
Shareholder distributions(1)
Distributions to shareholders			(164,358)			(234,473)
Net decrease in net assets resulting from shareholder distributions			(164,358)			(234,473)
Capital share transactions(2)
Reinvestment of shareholder distributions			90,329			140,580
Repurchases of common shares			(126,186)			(88,730)
Net increase (decrease) in net assets resulting from capital share transactions			(35,857)			51,850
Total increase (decrease) in net assets			(65,206)			(200,988)
Net assets at beginning of period			2,966,042			3,348,894
Net assets at end of period		$	2,900,836		$	3,147,906

(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)

	Nine Months Ended September 30,
	2018			2017
Cash flows from operating activities
Net increase (decrease) in net assets resulting from operations		$	135,009		$	(18,365)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases of investments			(1,155,976)			(1,591,008)
Paid-in-kind interest			(7,455)			(26,418)
Proceeds from sales and repayments of investments			1,437,531			1,064,392
Net realized (gain) loss on investments			84,138			70,244
Net change in unrealized (appreciation) depreciation on investments			(79,495)			168,614
Accretion of discount			(9,927)			(17,668)
Amortization of deferred financing costs and discount			2,759			3,160
(Increase) decrease in receivable for investments sold and repaid			52,691			(18,266)
(Increase) decrease in interest receivable			3,163			(25,873)
(Increase) decrease in expense reimbursement due from sponsor(1)			5,945			(7,095)
(Increase) decrease in prepaid expenses and other assets			3			(102)
Increase (decrease) in payable for investments purchased			10,365			15,194
Increase (decrease) in management fees payable			(4,857)			1,176
Increase (decrease) in administrative services expense payable			484			(423)
Increase (decrease) in interest payable(2)			37			395
Increase (decrease) in trustees’ fees payable			(65)			(6)
Increase (decrease) in other accrued expenses and liabilities			(536)			(418)
Net cash provided by (used in) operating activities			473,814			(382,467)
Cash flows from financing activities
Reinvestment of shareholder distributions			90,329			140,580
Repurchases of common shares			(126,186)			(88,730)
Shareholder distributions			(166,572)			(233,072)
Borrowings under credit facilities(2)			321,667			858,263
Borrowings under secured notes(2)			489,865			—
Repayments of credit facilities(2)			(910,000)			(186,928)
Repayments under repurchase facility(2)			—			(325,000)
Deferred financing costs paid			(17,540)			(2,601)
Net cash provided by (used in) financing activities			(318,437)			162,512
Total increase (decrease) in cash			155,377			(219,955)
Cash at beginning of period			195,376			317,520
Cash at end of period		$	350,753		$	97,565
Supplemental disclosure
Non-cash purchases of investments		$	(135,113)		$	(16,957)
Non-cash sales of investments		$	135,113		$	16,957

(1)

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

(2)

See Note 8 for a discussion of the Company’s credit facilities. During the nine months ended September 30, 2018 and 2017, the Company paid $43,187 and $26,945, respectively, in interest expense on the credit facilities and secured notes and $0 and $4,954, 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 September 30, 2018
(in thousands, except share amounts)

Portfolio Company(a)	Footnotes	Industry	Rate(b)	Floor		Maturity	Principal Amount(c)			Amortized Cost			Fair Value(d)
Senior Secured Loans—First Lien—33.4%
Abaco Energy Technologies LLC	(h)	Service & Equipment	L+950		1.0%	11/20/20		$	61,128		$	59,012		$	61,281
Allied Wireline Services, LLC	(w)(x)	Service & Equipment	L+950		1.5%	6/30/20			115,104			114,902			115,104
Altus Power America, Inc.	(h)(w)(y)	Power	L+750		1.5%	9/30/21			83,963			83,963			81,445
Altus Power America, Inc.	(e)(w)(y)	Power	L+750		1.5%	9/30/21			5,762			5,762			5,589
ARB Midstream Operating Company, LLC	(w)(x)	Midstream	L+725		1.0%	11/6/21			3,182			3,170			3,194
Bioenergy Infrastructure Holdings Limited	(k)(w)	Power	L+725		1.0%	12/22/22			957			950			976
Bioenergy Infrastructure Holdings Limited	(e)(k)(w)	Power	L+725		1.0%	12/22/22			543			543			554
Bioenergy Infrastructure Holdings Limited	(e)(k)(w)	Power	L+725		1.0%	12/22/22			544			544			554
BL Sand Hills Unit, L.P.	(w)(x)(y)	Upstream	Prime+650		3.5%	12/17/21			20,000			17,401			20,000
Cimarron Energy Inc.	(m)(o)(w)(x)	Service & Equipment	L+1150 PIK (L+1150 Max PIK)		1.0%	12/15/19			25,491			24,841			13,606
Compass Power Generation LLC	(x)	Power	L+350		1.0%	12/20/24			2,969			2,969			2,988
Eagle Midstream Canada Finance Inc.	(k)(w)(x)	Midstream	8.5%, 1% PIK			9/27/20			175,000			175,000			173,031
Felix Investments Holdings II, LLC	(w)	Upstream	L+650		1.0%	8/9/22			3,933			3,924			3,981
Fortis Minerals Intermediate Holdings, LLC	(w)	Upstream	L+625		1.0%	2/16/25			18,760			18,652			19,148
Fortis Minerals Intermediate Holdings, LLC	(e)(w)	Upstream	L+625		1.0%	2/16/25			28,140			28,140			28,722
Industrial Group Intermediate Holdings, LLC	(h)(w)(x)	Industrials	L+800		1.3%	5/31/20			20,972			20,972			20,998
JSS Holdings, Inc.	(h)(w)	Industrials	L+800, 0.0% PIK (2.5% Max PIK)		1.0%	3/31/23			14,926			14,810			15,657
Lusk Operating LLC	(m)(o)(w)(x)(z)	Upstream	Prime+500 PIK (8.8% Max PIK)		3.3%	10/31/18			29,297			27,464			—
MB Precision Holdings LLC	(m)(o)(w)(x)	Industrials	L+725, 2.3% PIK (2.3% Max PIK)		1.3%	1/23/21			13,378			13,302			5,853
MECO IV LLC	(h)(w)	Upstream	L+725		1.5%	9/14/21			12,250			12,008			12,250
MECO IV LLC	(e)(w)	Upstream	L+725		1.5%	9/14/21			22,750			22,750			22,750
Navitas Midstream Midland Basin LLC	(f)	Midstream	L+450		1.0%	12/13/24			16,341			16,350			16,326
New Age (African Global Energy) Limited	(k)(w)(x)	Upstream	15.0%			6/28/20			1,658			1,645			1,717
NNE Holding LLC	(h)(w)	Upstream	L+800			3/2/22			30,917			30,893			30,960
NNE Holding LLC	(e)(w)	Upstream	L+800			3/2/22			4,083			4,083			4,089
ORYX Southern Delaware Holdings LLC		Midstream	L+325		1.0%	2/28/25			17,905			17,989			17,670
Panda Hummel Station LLC	(f)	Power	L+600		1.0%	10/27/22			3,000			2,940			2,903
Panda Hummel Station LLC	(f)	Power	L+600		1.0%	10/27/22			17,000			16,660			16,448
Panda Stonewall LLC	(f)	Power	L+550		1.0%	11/13/21			15,000			15,113			15,113
Permian Production Partners LLC	(h)(w)	Upstream	L+600		1.0%	5/18/24			42,798			42,021			42,905
Plainfield Renewable Energy Holdings LLC	(w)	Power	10.0%			8/22/25			2,500			2,500			2,500
Plainfield Renewable Energy Holdings LLC, Letter of Credit	(e)(w)	Power	10.0%			8/22/25			2,709			2,709			2,709
Plainfield Renewable Energy Holdings LLC	(w)	Power	15.5%			8/22/25			9,375			9,375			9,375
Power Distribution, Inc.	(w)(x)	Power	L+725		1.3%	1/25/23			29,423			29,423			29,901
Strike, LLC	(h)	Midstream	L+800		1.0%	11/30/22			22,813			22,297			23,155
Swift Worldwide Resources US Holdings Corp.	(h)(w)(x)	Service & Equipment	L+1000, 1.0% PIK (1.0% Max PIK)		1.0%	7/20/21			58,469			58,469			59,639
Traverse Midstream Partners LLC	(f)(h)	Midstream	L+400		1.0%	9/27/24			84,172			84,662			84,917
Ultra Resources, Inc.	(f)	Upstream	L+300		1.0%	4/12/24			42,000			37,807			37,966
Warren Resources, Inc.	(h)(w)(x)(y)	Upstream	L+1000, 1.0% PIK (1.0% Max PIK)		1.0%	5/22/20			27,230			27,230			27,230
Total Senior Secured Loans—First Lien												1,073,245			1,033,204
Unfunded Loan Commitments												(64,531)			(64,531)
Net Senior Secured Loans—First Lien												1,008,714			968,673

See notes to unaudited consolidated financial statements.

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FS Energy and Power Fund

Unaudited Consolidated Schedule of Investments (Continued)
As of September 30, 2018
(in thousands, except share amounts)

Portfolio Company(a)	Footnotes	Industry	Rate(b)	Floor		Maturity	Principal Amount(c)			Amortized Cost			Fair Value(d)
Senior Secured Loans—Second Lien—21.5%
Aethon United BR LP	(h)(w)	Upstream	L+675		1.0%	9/8/23		$	103,919		$	102,619		$	104,563
Aethon United BR LP	(e)(w)	Upstream	L+675		1.0%	9/8/23			23,981			23,981			24,130
Arena Energy, LP	(h)(w)(x)	Upstream	L+900, 4.0% PIK (4.0% Max PIK)		1.0%	1/24/21			110,955			110,955			110,955
Bellatrix Exploration Ltd.	(k)(w)	Upstream	8.5%			7/26/23			11,256			11,256			11,284
Bellatrix Exploration Ltd.	(e)(k)(w)	Upstream	8.5%			7/26/23			18,759			18,759			18,806
Bellatrix Exploration Ltd.	(k)(w)(x)	Upstream	8.5%			7/26/23			54,108			48,120			47,886
Chisholm Oil and Gas Operating, LLC	(h)(w)(x)	Upstream	L+800		1.0%	3/21/24			196,000			196,000			194,569
Encino Acquisition Partners Holdings LLC	(f)	Upstream	L+675		1.0%	9/26/25			20,000			19,800			20,100
Granite Acquisition, Inc.	(x)	Power	L+725		1.0%	12/19/22			22,331			22,061			22,554
Horn Intermediate Holdings, Inc.	(h)(w)(x)	Service & Equipment	L+775		1.3%	10/2/18			50,250			50,050			50,250
Penn Virginia Holdings Corp.	(h)(k)(w)	Upstream	L+700		1.0%	9/29/22			20,000			20,000			20,300
Rosehill Operating Company, LLC	(w)(x)	Upstream	10.0%			1/31/23			1,667			1,651			1,706
SilverBow Resources, Inc.	(h)(k)(w)	Upstream	L+750		1.0%	12/15/24			19,000			18,827			19,072
Titan Energy Operating, LLC	(m)(o)(w)(x)(y)	Upstream	L+1300 PIK (L+1300 Max PIK)		1.0%	2/23/20			129,586			100,902			19,956
Total Senior Secured Loans—Second Lien												744,981			666,131
Unfunded Loan Commitments												(42,740)			(42,740)
Net Senior Secured Loans—Second Lien												702,241			623,391
Senior Secured Bonds—19.6%
Black Swan Energy Ltd.	(h)(k)(w)(x)	Upstream	9.0%			1/20/24			90,000			90,000			90,000
Denbury Resources Inc.	(k)	Upstream	7.5%			2/15/24			20,000			19,994			20,666
Denbury Resources Inc.	(k)	Upstream	7.5%			3/31/22			27,341			29,162			29,494
FourPoint Energy, LLC	(h)(i)(j)(w)(x)(y)	Upstream	9.0%			12/31/21			235,125			228,468			237,476
Sunnova Energy Corp.	(h)(w)(y)	Power	6.0%, 6.0% PIK (6.0% Max PIK)			1/24/19			26,406			26,406			26,373
Talos Production LLC	(i)(x)	Upstream	11.0%			4/3/22			36,250			37,980			38,923
Velvet Energy Ltd.	(h)(k)(w)	Upstream	9.0%			10/5/23			120,000			120,000			125,400
Total Senior Secured Bonds												552,010			568,332

See notes to unaudited consolidated financial statements.

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FS Energy and Power Fund

Unaudited Consolidated Schedule of Investments (Continued)
As of September 30, 2018
(in thousands, except share amounts)

Portfolio Company(a)	Footnotes	Industry	Rate(b)	Floor		Maturity	Principal Amount(c)			Amortized Cost			Fair Value(d)
Subordinated Debt—26.8%
Amerigas—Amerigas Partners, L.P.	(k)(x)	Midstream	5.8%			5/20/27		$	13,267		$	13,033		$	13,085
Amerigas—Amerigas Partners, L.P.	(k)(x)	Midstream	5.9%			8/20/26			4,508			4,461			4,489
Archrock Partners, L.P.	(k)	Midstream	6.0%			10/1/22			1,333			1,348			1,351
Archrock Partners, L.P.	(k)	Midstream	6.0%			4/1/21			5,690			5,732			5,725
Ascent Resources Utica Holdings, LLC	(x)	Upstream	10.0%			4/1/22			158,000			158,000			178,046
Bruin E&P Partners, LLC	(x)	Upstream	8.9%			8/1/23			24,250			23,675			25,125
Canbriam Energy Inc.	(h)(k)(x)	Upstream	9.8%			11/15/19			109,790			108,631			109,516
Compressco Partners, LP	(x)	Midstream	7.3%			8/15/22			19,050			18,953			17,717
Covey Park Energy LLC	(x)	Upstream	7.5%			5/15/25			59,289			59,709			60,319
Endeavor Energy Resources, LP		Upstream	5.5%			1/30/26			9,869			9,721			9,901
Global Jet Capital Holdings, LP	(w)(x)	Industrials	15.0% PIK (15.0% Max PIK)			1/30/25			950			950			941
Global Jet Capital Holdings, LP	(w)(x)	Industrials	15.0% PIK (15.0% Max PIK)			4/30/25			6,035			6,035			5,983
Global Jet Capital Holdings, LP	(w)(x)	Industrials	15.0% PIK (15.0% Max PIK)			9/3/25			1,247			1,247			1,235
Global Jet Capital Holdings, LP	(w)(x)	Industrials	15.0% PIK (15.0% Max PIK)			9/29/25			1,174			1,174			1,162
Global Jet Capital Holdings, LP	(w)(x)	Industrials	15.0% PIK (15.0% Max PIK)			12/2/26			1,033			1,033			1,020
Great Western Petroleum, LLC	(w)(x)	Upstream	8.5%			4/15/25			13,636			12,978			12,426
Great Western Petroleum, LLC	(w)(x)	Upstream	9.0%			9/30/21			35,830			35,736			35,185
Hammerhead Resources Inc.	(h)(k)(x)	Upstream	9.0%			7/10/22			100,000			97,587			96,750
Hilcorp Energy I, L.P.		Upstream	5.0%			12/1/24			4,378			4,252			4,264
Hilcorp Energy I, L.P.		Upstream	5.8%			10/1/25			7,067			7,088			7,102
Lonestar Resources America Inc.	(x)	Upstream	11.3%			1/1/23			37,500			38,587			41,266
Martin Midstream Partners L.P.	(k)(x)	Midstream	7.3%			2/15/21			12,723			12,183			12,729
Moss Creek Resources, LLC	(x)	Upstream	7.5%			1/15/26			40,500			40,385			40,434
Suburban Propane Partners LP	(k)	Midstream	5.8%			3/1/25			8,433			8,210			8,191
Suburban Propane Partners LP	(k)	Midstream	5.9%			3/1/27			34,858			32,850			33,289
Tenrgys, LLC	(i)(m)(o)(w)(x)	Upstream	L+900		2.5%	12/23/18			75,000			75,000			50,906
Total Subordinated Debt												778,558			778,157

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Unaudited Consolidated Schedule of Investments (Continued)
As of September 30, 2018
(in thousands, except share amounts)

Portfolio Company(a)	Footnotes	Industry	Rate(b)	Maturity		Number of Shares		Amortized Cost			Fair Value(d)
Equity/Other—27.2%(l)
Abaco Energy Technologies LLC, Common Equity	(o)(w)(x)	Service & Equipment					6,944,444		$	6,944		$	3,038
Abaco Energy Technologies LLC, Preferred Equity	(o)(w)(x)	Service & Equipment					28,942,003			1,447			15,195
Allied Downhole Technologies, LLC, Common Equity	(i)(n)(o)(w)(x)	Service & Equipment					7,431,113			7,223			10,218
Allied Downhole Technologies, LLC, Warrants, 2/28/19	(i)(n)(o)(w)(x)	Service & Equipment					5,344,680			1,865			7,349
Altus Power America Holdings, LLC, Common Equity	(i)(o)(p)(w)(x)(y)	Power					12,474,205			12,474			1,871
Altus Power America Holdings, LLC, Preferred Equity	(i)(w)(x)(y)	Power	9.0%, 5.0% PIK (5.0% Max PIK)		10/3/23		27,987,805			27,988			27,008
Ascent Resources Utica Holdings, LLC, Common Equity	(o)(q)(w)(x)	Upstream					148,692,909			44,700			47,582
BL Sand Hills Unit, L.P., Net Profits Interest	(o)(s)(w)(x)(y)	Upstream					N/A			5,180			1,077
BL Sand Hills Unit, L.P., Overriding Royalty Interest	(s)(w)(x)(y)	Upstream					N/A			740			741
BL Sand Hills Unit, L.P., Series A Units	(g)(o)(w)(x)(y)	Upstream					29,117			24,019			4,840
Chisholm Oil and Gas, LLC, Series A Units	(g)(o)(w)(x)	Upstream					14,700,000			14,700			13,627
Cimarron Energy Holdco Inc., Common Equity	(o)(w)(x)	Service & Equipment					3,675,487			3,323			—
Cimarron Energy Holdco Inc., Preferred Equity	(o)(w)(x)	Service & Equipment					626,806			627			172
FourPoint Energy, LLC, Common Equity, Class C-II-A Units	(i)(n)(o)(w)(x)(y)	Upstream					66,000			66,000			18,645
FourPoint Energy, LLC, Common Equity, Class D Units	(i)(n)(o)(w)(x)(y)	Upstream					12,374			8,176			3,527
FourPoint Energy, LLC, Common Equity, Class E-II Units	(g)(o)(w)(x)(y)	Upstream					150,937			37,734			42,451
FourPoint Energy, LLC, Common Equity, Class E-III Units	(g)(i)(n)(o)(w)(x)(y)	Upstream					222,750			55,688			62,927
Global Jet Capital Holdings, LP, Preferred Equity	(o)(w)(x)	Industrials					2,785,562			2,786			1,017
Great Western Petroleum, LLC, Preferred Equity	(i)(n)(w)(x)	Upstream	15.5%		12/31/27		36,363			37,419			35,744
Harvest Oil & Gas Corp., Common Equity	(o)(w)(x)(y)	Upstream					1,350,620			29,714			27,012
Industrial Group Intermediate Holdings, LLC, Common Equity	(i)(n)(o)(w)(x)	Industrials					472,755			473			425
JSS Holdco, LLC, Net Profits Interest	(o)(w)(x)	Industrials					N/A			—			148
Lusk Operating LLC, Common Equity	(o)(r)(w)(x)(z)	Upstream					2,000			—			—
MB Precision Investment Holdings LLC, Class A-2 Units	(i)(n)(o)(w)(x)	Industrials					490,213			490			—
New Age (African Global Energy) Limited, Warrants, 6/28/26	(k)(o)(w)(x)	Upstream					32,423			19			—
NuStar, Preferred Equity	(k)(w)(x)	Midstream	12.8%		6/29/28		5,910,165			145,777			171,785
PDI Parent LLC, Common Equity	(o)(w)(x)	Power					1,384,615			1,385			1,142
Ridgeback Resources Inc., Common Equity	(j)(k)(o)(t)(w)(x)(y)	Upstream					9,599,928			58,985			66,297
Rosehill Resources, Inc. Preferred Equity	(o)(w)(x)	Upstream					2,536			2,511			2,630
Segreto Power Holdings, LLC, Preferred Equity	(g)(w)(x)	Power	13.1%		5/8/25		70,297			69,214			72,839
Sunnova Energy Corp., Common Equity	(o)(w)(x)(y)	Power					6,667,368			25,026			—
Sunnova Energy Corp., Preferred Equity	(o)(w)(x)(y)	Power					1,117,214			5,948			6,457
Swift Worldwide Resources Holdco Limited, Common Equity	(k)(o)(u)(w)(x)	Service & Equipment					3,750,000			6,029			2,625
Synergy Offshore LLC, Preferred Equity	(i)(m)(o)(v)(w)(x)	Upstream					71,131			93,009			26,247
TE Holdings, LLC, Common Equity	(g)(o)(x)	Upstream					2,225,950			18,921			2,226
TE Holdings, LLC, Preferred Equity	(j)(o)(x)	Upstream					1,475,531			14,734			9,591
The Brock Group, Inc., Common Equity	(j)(o)(w)(x)	Service & Equipment					786,094			15,617			—
Titan Energy, LLC, Common Equity	(i)(o)(x)(y)	Upstream					555,496			17,554			228
USA Compression Partners, LP, Preferred Equity	(k)(w)(x)	Midstream	9.8%		4/3/28		79,336			77,333			82,196
USA Compression Partners, LP, Warrants (Market), 4/3/28	(k)(o)(w)(x)	Midstream					793,359			555			801
USA Compression Partners, LP, Warrants (Premium), 4/3/28	(k)(o)(w)(x)	Midstream					1,586,719			714			809
Warren Resources, Inc., Common Equity	(j)(o)(w)(x)(y)	Upstream					4,415,749			20,754			16,780
White Star Petroleum Holdings, LLC, Common Equity	(g)(o)(w)(x)	Upstream					4,867,084			4,137			2,069
Total Equity/Other										967,932			789,336
TOTAL INVESTMENTS—128.5%									$	4,009,455			3,727,889
LIABILITIES IN EXCESS OF OTHER ASSETS—(28.5%)													(827,053)
NET ASSETS—100.0%												$	2,900,836

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Unaudited Consolidated Schedule of Investments (Continued)
As of September 30, 2018
(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 September 30, 2018, the three-month London Interbank Offered Rate, or LIBOR or “L,” was 2.40% and the U.S. Prime Lending Rate, or Prime, was 5.25%. 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 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)

Position or portion thereof unsettled as of September 30, 2018.

(g)

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

(h)

Security or portion thereof held within Gladwyne Funding LLC and is pledged as collateral supporting the obligations outstanding under the term loan facility with Goldman Sachs Bank USA (see Note 8).

(i)

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).

(j)

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).

(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, 2018, 71.8% of the Company’s total assets represented qualifying assets.

(l)

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

(m)

Security was on non-accrual status as of September 30, 2018.

(n)

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

(o)

Security is non-income producing.

(p)

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

(q)

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

(r)

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

(s)

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

(t)

Investment denominated in Canadian dollars. Amortized cost and fair value are converted into U.S. dollars as of September 30, 2018.

(u)

Investment denominated in British pounds. Amortized cost and fair value are converted into U.S. dollars as of September 30, 2018.

(v)

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

(w)

Security is classified as Level 3 in the Company’s fair value hierarchy (See Note 7).

(x)

Security or portion thereof is pledged as collateral supporting the amounts outstanding under the Senior Secured Notes with JPMorgan Chase Bank, N.A. (see Note 8).

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Unaudited Consolidated Schedule of Investments (Continued)
As of September 30, 2018
(in thousands, except share amounts)

(y)

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, 2018, the Company held investments in portfolio companies of which it is deemed to be an “affiliated person” but is not deemed to “control”. The following table presents certain information with respect to such portfolio companies for the nine months ended September 30, 2018:

Portfolio Company	Fair Value at December 31, 2017			Purchases, Paid-in-Kind Interest and Transfers In			Sales, Repayments and Transfers Out			Accretion of Discount			Net Realized Gain (Loss)			Net Change in Unrealized Appreciation (Depreciation)			Fair Value at September 30, 2018			Interest Income(2)			PIK Income(2)			Fee Income(2)
Senior Secured Loans—First Lien
Altus Power America, Inc.(1)		$	75,353		$	6,585		$	—		$	—		$	—		$	(666)		$	81,272		$	5,833		$	—		$	—
BL Sand Hills Unit, L.P.			20,000			—			—			32			—			(32)			20,000			1,720			—			—
Warren Resources, Inc.			81,214			262			(52,265)			—			—			(1,981)			27,230			2,822			262			2,091
Senior Secured Loans—Second Lien
Titan Energy Operating, LLC			62,026			—			—			—			—			(42,070)			19,956			895			—			—
Senior Secured Bonds
FourPoint Energy, LLC			238,946			—			(1,485)			2,138			—			(2,123)			237,476			18,126			—			—
Ridgeback Resources Inc.			3,887			—			(3,887)			6			56			(62)			—			297			—			—
Sunnova Energy Corp.			—			35,078			(8,672)			—			—			(33)			26,373			2,596			1,407			—
Equity/Other
Altus Power America Holdings, LLC, Common Equity			1,871			—			—			—			—			—			1,871			—			—			—
Altus Power America Holdings, LLC, Preferred Equity			25,793			6,036			(3,841)			—			—			(980)			27,008			2,775			—			—
BL Sand Hills Unit, L.P., Net Profits Interest			966			—			—			—			—			111			1,077			—			—			—
BL Sand Hills Unit, L.P., Overriding Royalty Interest			726			—			—			—			—			15			741			—			—			—
BL Sand Hills Unit, L.P., Series A Units			7,000			—			—			—			—			(2,160)			4,840			—			—			—
FourPoint Energy, LLC, Common Equity, Class C-II-A Units			19,140			—			—			—			—			(495)			18,645			—			—			—
FourPoint Energy, LLC, Common Equity, Class D Units			3,619			—			—			—			—			(92)			3,527			—			—			—
FourPoint Energy, LLC, Common Equity, Class E-II Units			43,395			—			—			—			—			(944)			42,451			—			—			—
FourPoint Energy, LLC, Common Equity, Class E-III Units			64,598			—			—			—			—			(1,671)			62,927			—			—			—
Harvest Oil & Gas Corp., Common Equity			—			29,714			—			—			—			(2,702)			27,012			—			—			—
Ridgeback Resources Inc., Common Equity			58,284			—			—			—			—			8,013			66,297			—			—			—
Sunnova Energy Corp., Common Equity			—			25,026			—			—			—			(25,026)			—			—			—			—
Sunnova Energy Corp., Preferred Equity			—			5,948			—			—			—			509			6,457			—			—			—
Titan Energy, LLC, Common Equity			844			—			—			—			—			(616)			228			—			—			—
Warren Resources, Inc., Common Equity			7,507			—			—			—			—			9,273			16,780			—			—			—
Total		$	715,169		$	108,649		$	(70,150)		$	2,176		$	56		$	(63,732)		$	692,168		$	35,064		$	1,669		$	2,091

(1)

Security includes a partially unfunded commitment with amortized cost of $5,762 and fair value of $5,589.

(2)

Interest, PIK and fee income presented for the nine months ended September 30, 2018.

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Unaudited Consolidated Schedule of Investments (Continued)
As of September 30, 2018
(in thousands, except share amounts)

(z)

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 September 30, 2018, the Company held investments 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 nine months ended September 30, 2018:

Portfolio Company

Fair Value at
December 31,
2017

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
September 30,
2018

Senior Secured Loans—First Lien

Lusk Operating LLC

—

Equity/Other

Lusk Operating LLC, Common Equity

—

Total

—

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Consolidated Schedule of Investments
As of December 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—31.2%
Abaco Energy Technologies LLC	(g)(j)	Service & Equipment	L+700, 2.5% PIK (2.5% Max PIK)		1.0%	11/20/20		$	86,207		$	82,722		$	84,697
Allied Wireline Services, LLC	(k)(l)	Service & Equipment	L+400, 5.5% PIK (5.5% Max PIK)		1.5%	2/28/19			115,104			114,625			113,377
Altus Power America, Inc.	(j)(aa)	Power	L+750		1.5%	9/30/21			77,378			77,378			75,830
Altus Power America, Inc.	(e)(aa)	Power	L+750		1.5%	9/30/21			23,872			23,872			23,395
BL Sand Hills Unit, L.P.	(l)(aa)	Upstream	Prime+650		3.5%	12/17/21			20,000			17,369			20,000
Cactus Wellhead, LLC	(f)(j)	Service & Equipment	L+600		1.0%	7/31/20			41,225			39,865			41,293
Cimarron Energy Inc.		Service & Equipment	L+1150 PIK (L+1150 Max PIK)		1.0%	12/15/19			25,470			25,470			10,379
CITGO Holding, Inc.	(f)	Downstream	L+850		1.0%	5/12/18			26,014			26,149			26,340
Crestwood Holdings LLC	(f)	Midstream	L+800		1.0%	6/19/19			29,151			29,210			29,297
Eagle Midstream Canada Finance Inc.	(l)(m)	Midstream	8.5%			9/27/20			175,000			175,000			175,000
Gulf Finance, LLC	(f)	Midstream	L+525		1.0%	8/25/23			18,485			18,030			16,687
Industrial Group Intermediate Holdings, LLC		Service & Equipment	L+800		1.3%	5/31/20			23,027			23,027			23,373
JSS Holdings, Inc.	(l)	Service & Equipment	L+800, 0.0% PIK (2.5% Max PIK)		1.0%	3/31/23			14,941			14,809			15,173
JSS Holdings, Inc.	(e)	Service & Equipment	L+800, 0.0% PIK (2.5% Max PIK)		1.0%	3/31/23			2,727			2,727			2,770
Kraken Oil & Gas LLC		Upstream	L+750		1.0%	5/7/21			35,000			34,660			34,913
Kraken Oil & Gas LLC	(e)	Upstream	L+750		1.0%	5/7/21			25,000			25,000			24,938
Lusk Operating LLC	(p)(r)(bb)	Upstream	Prime+500 PIK (8.8% Max PIK)		3.3%	1/31/18			29,297			27,464			—
MB Precision Holdings LLC		Service & Equipment	L+725, 2.25% PIK (2.25% Max PIK)		1.3%	1/23/21			13,793			13,793			12,638
Panda Temple Power, LLC	(j)(p)(r)	Power	L+625		1.0%	3/6/22			9,923			9,782			7,219
Panda Temple Power, LLC		Power	L+900		1.0%	4/28/18			377			377			378
Power Distribution, Inc.		Power	L+725		1.3%	1/25/23			29,928			29,928			30,377
Strike, LLC	(j)	Midstream	L+800		1.0%	5/30/19			19,600			19,358			19,698
Strike, LLC	(j)	Midstream	L+800		1.0%	11/30/22			23,750			23,160			24,106
Swift Worldwide Resources US Holdings Corp.	(j)	Service & Equipment	L+1000, 1.0% PIK (1.0% Max PIK)		1.0%	7/20/21			58,468			58,468			59,637
UTEX Industries, Inc.	(f)	Service & Equipment	L+400		1.0%	5/21/21			24,210			22,006			23,796
Warren Resources, Inc.	(j)(l)(aa)	Upstream	L+900, 1.0% PIK (1.0% Max PIK)		1.0%	5/22/20			79,233			79,233			81,214
Total Senior Secured Loans—First Lien												1,013,482			976,525
Unfunded Loan Commitments												(51,599)			(51,599)
Net Senior Secured Loans—First Lien												961,883			924,926

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Consolidated Schedule of Investments (Continued)
As of December 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—26.8%
Aethon United BR LP		Upstream	L+675		1.0%	9/8/23		$	85,938		$	84,698		$	85,052
Aethon United BR LP	(e)	Upstream	L+675		1.0%	9/8/23			39,063			39,063			38,660
Arena Energy, LP	(j)(k)	Upstream	L+900, 4.0% PIK (4.0% Max PIK)		1.0%	1/24/21			107,656			107,656			102,360
Chief Exploration & Development LLC	(f)	Upstream	L+650		1.0%	5/16/21			16,156			15,685			15,928
Chisholm Oil and Gas Operating, LLC	(j)(k)(l)	Upstream	L+800		1.0%	3/21/24			196,000			196,000			195,971
Emerald Performance Materials, LLC	(f)	Downstream	L+775		1.0%	8/1/22			11,819			11,764			11,838
Fieldwood Energy LLC	(f)(p)(r)	Upstream	L+713		1.3%	9/30/20			33,591			34,068			11,252
Granite Acquisition, Inc.	(f)	Power	L+725		1.0%	12/19/22			18,694			18,330			18,825
Gruden Acquisition, Inc.	(j)	Service & Equipment	L+850		1.0%	8/18/23			15,000			14,463			14,981
Horn Intermediate Holdings, Inc.	(j)	Service & Equipment	L+775		1.3%	10/2/18			50,250			50,250			50,501
P2 Upstream Acquisition Co.	(f)(j)	Service & Equipment	L+800		1.0%	4/30/21			42,399			42,046			39,218
Penn Virginia Holding Corp.	(m)	Upstream	L+700		1.0%	9/29/22			50,000			50,000			50,053
SilverBow Resources, Inc.	(m)	Upstream	L+750		1.0%	12/15/24			15,000			14,850			14,850
Talos Production LLC	(k)(l)	Upstream	11.0%			4/3/22			43,250			40,495			42,926
Titan Energy Operating, LLC	(k)(aa)	Upstream	2.0%, L+1100 PIK (L+1100 Max PIK)		1.0%	2/23/20			116,964			100,902			62,026
UTEX Industries, Inc.	(f)(j)	Service & Equipment	L+725		1.0%	5/20/22			85,192			79,263			81,146
Total Senior Secured Loans—Second Lien												899,533			835,587
Unfunded Loan Commitment												(39,063)			(39,063)
Net Senior Secured Loans—Second Lien												860,470			796,524
Senior Secured Bonds—22.3%
Black Swan Energy Ltd.	(j)(m)	Upstream	9.0%			1/20/24			90,000			90,000			90,675
CITGO Holding, Inc.	(f)	Downstream	10.8%			2/15/20			9,000			9,045			9,653
CSVC Acquisition Corp.	(f)	Service & Equipment	7.8%			6/15/25			30,608			30,608			29,460
EP Energy LLC	(f)(h)(m)(o)	Upstream	8.0%			2/15/25			54,880			52,838			40,131
EP Energy LLC	(g)(h)(m)	Upstream	9.4%			5/1/24			68,614			63,012			60,134
FourPoint Energy, LLC	(j)(k)(l)(aa)	Upstream	9.0%			12/31/21			235,125			227,815			238,946
Mirant Mid-Atlantic Trust	(f)(h)(o)	Power	10.1%			12/30/28			31,752			33,728			32,052
Ridgeback Resources Inc.	(k)(m)(aa)	Upstream	12.0%			12/29/20			3,887			3,825			3,887
Sunnova Energy Corp.	(j)	Power	6.0%, 6.0% PIK (6.0% Max PIK)			10/24/18			33,671			33,671			33,671
Velvet Energy Ltd.	(j)(l)(m)	Upstream	9.0%			10/5/23			120,000			120,000			121,542
Total Senior Secured Bonds												664,542			660,151

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

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

Portfolio Company(a)	Footnotes	Industry	Rate(b)	Floor		Maturity	Principal Amount(c)			Amortized Cost			Fair Value(d)
Subordinated Debt—40.6%
Alta Mesa Holdings, LP	(f)(h)	Upstream	7.9%			12/15/24		$	20,425		$	20,425		$	22,459
Archrock Partners, L.P.	(h)(m)(o)	Midstream	6.0%			4/1/21			8,555			7,714			8,587
Archrock Partners, L.P.	(h)(m)	Midstream	6.0%			10/1/22			14,283			12,661			14,337
Ascent Resources Utica Holdings, LLC	(f)(h)(j)(o)	Upstream	10.0%			4/1/22			200,000			200,000			216,132
Bellatrix Exploration Ltd.	(f)(h)(m)(o)	Upstream	8.5%			5/15/20			60,120			59,240			57,415
Brand Energy & Infrastructure Services, Inc.	(f)(h)	Service & Equipment	8.5%			7/15/25			44,759			44,759			47,165
Canbriam Energy Inc.	(f)(h)(j)(m)(o)	Upstream	9.8%			11/15/19			115,200			113,222			117,648
Compressco Partners, LP	(f)(h)(o)	Service & Equipment	7.3%			8/15/22			20,050			19,929			18,972
Covey Park Energy LLC	(h)(o)	Upstream	7.5%			5/15/25			8,333			8,333			8,705
Eclipse Resources Corp.	(f)(h)(m)(o)	Upstream	8.9%			7/15/23			62,745			57,444			64,549
EV Energy Partners, L.P.	(f)(h)(o)(p)	Upstream	8.0%			4/15/19			48,814			39,678			24,895
Extraction Oil & Gas Holdings, LLC	(h)(o)	Upstream	7.9%			7/15/21			37,500			37,500			39,777
Genesis Energy, L.P.	(f)(m)	Midstream	6.8%			8/1/22			23,540			23,036			24,477
Genesis Energy, L.P.	(f)(m)	Midstream	6.0%			5/15/23			15,280			14,264			15,519
Global Jet Capital Inc.		Service & Equipment	15.0% PIK (15.0% Max PIK)			1/30/25			849			849			864
Global Jet Capital Inc.		Service & Equipment	15.0% PIK (15.0% Max PIK)			4/30/25			5,398			5,398			5,492
Global Jet Capital Inc.		Service & Equipment	15.0% PIK (15.0% Max PIK)			9/3/25			1,115			1,115			1,135
Global Jet Capital Inc.		Service & Equipment	15.0% PIK (15.0% Max PIK)			9/29/25			1,050			1,050			1,068
Global Jet Capital Inc.		Service & Equipment	15.0% PIK (15.0% Max PIK)			12/2/26			923			923			940
Global Partners L.P.	(f)(h)(m)(o)	Midstream	6.3%			7/15/22			68,335			68,188			70,385
Global Partners L.P.	(f)(m)	Midstream	7.0%			6/15/23			2,824			2,466			2,909
Great Western Petroleum, LLC	(f)(h)(o)	Upstream	9.0%			9/30/21			35,830			35,708			37,398
Gulfport Energy Corp.	(h)(m)(o)	Upstream	6.0%			10/15/24			10,000			10,000			10,010
Hammerhead Resources Inc.	(j)(m)	Upstream	9.0%			7/10/22			100,000			97,229			100,000
Jupiter Resources Inc.	(h)(m)	Upstream	8.5%			10/1/22			76,125			72,383			47,007
Lonestar Resources America Inc.	(f)(h)	Upstream	8.8%			4/15/19			24,200			24,055			25,289
Lonestar Resources America Inc.	(g)	Upstream	11.3%			1/1/23			25,000			25,000			25,563
Martin Midstream Partners L.P.	(f)(h)(m)(o)	Midstream	7.3%			2/15/21			24,660			24,059			25,073
Moss Creek Resources, LLC	(l)	Upstream	L+800		1.5%	4/7/22			65,000			65,000			66,443
ONEOK, Inc.	(f)(m)	Midstream	7.5%			9/1/23			12,600			11,789			15,114
Tenrgys, LLC	(k)(p)(r)	Upstream	L+900		2.5%	12/23/18			75,000			75,000			34,313
Whiting Petroleum Corp.	(h)(m)(o)	Upstream	5.0%			3/15/19			11,685			11,034			11,990
Whiting Petroleum Corp.	(f)(m)	Upstream	5.8%			3/15/21			7,000			6,479			7,219
WildHorse Resource Development Corp.	(h)(m)	Upstream	6.9%			2/1/25			10,000			9,930			10,242
Zachry Holdings, Inc.	(f)	Service & Equipment	7.5%			2/1/20			23,925			23,930			24,433
Total Subordinated Debt												1,229,790			1,203,524

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

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

Portfolio Company(a)	Footnotes	Industry	Rate(b)	Number of Shares		Amortized Cost			Fair Value(d)
Equity/Other—13.9%(n)
Abaco Energy Technologies LLC, Common Equity	(r)	Service & Equipment			6,944,444		$	6,944		$	1,042
Abaco Energy Technologies LLC, Preferred Equity	(r)	Service & Equipment			28,942,003			1,447			5,065
Allied Downhole Technologies, LLC, Common Equity	(k)(q)(r)	Service & Equipment			7,431,113			7,223			1,858
Allied Downhole Technologies, LLC, Warrants, 2/28/2019	(k)(q)(r)	Service & Equipment			5,344,680			1,865			1,336
Altus Power America Holdings, LLC, Common Equity	(k)(r)(aa)	Power			12,474,205			12,474			1,871
Altus Power America Holdings, LLC, Preferred Equity	(k)(s)(aa)	Power	9.0%, 5.0% PIK (5.0% Max PIK)		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			811
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)(aa)	Upstream			N/A			5,180			966
BL Sand Hills Unit, L.P., Overriding Royalty Interest	(v)(aa)	Upstream			N/A			740			726
BL Sand Hills Unit, L.P., Series A Units	(i)(r)(aa)	Upstream			29,117			24,019			7,000
Chisholm Oil and Gas, LLC, Series A Units	(i)(r)	Upstream			13,905,565			13,906			13,815
Cimarron Energy Holdco Inc., Common Equity	(r)	Service & Equipment			3,675,487			3,323			—
Cimarron Energy Holdco Inc., Preferred Equity	(r)	Service & Equipment			626,806			627			—
Extraction Oil & Gas, Inc., Common Equity	(k)(r)(z)	Upstream			1,140,637			11,250			16,323
FourPoint Energy, LLC, Common Equity, Class C-II-A Units	(k)(q)(r)(aa)	Upstream			66,000			66,000			19,140
FourPoint Energy, LLC, Common Equity, Class D Units	(k)(q)(r)(aa)	Upstream			12,374			8,176			3,619
FourPoint Energy, LLC, Common Equity, Class E-II Units	(i)(r)(aa)	Upstream			150,937			37,734			43,395
FourPoint Energy, LLC, Common Equity, Class E-III Units	(i)(k)(q)(r)(aa)	Upstream			222,750			55,688			64,598
Global Jet Capital Holdings, LP, Preferred Equity	(r)	Service & Equipment			2,785,562			2,786			2,507
Industrial Group Intermediate Holdings, LLC, Common Equity	(k)(q)(r)	Service & Equipment			472,755			473			709
JSS Holdco, LLC, Net Profits Interest	(r)	Service & Equipment			N/A			—			103
Lusk Operating LLC, Common Equity	(r)(u)(bb)	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)(r)(w)(aa)	Upstream			9,599,928			58,985			58,284
SandRidge Energy, Inc., Common Equity	(h)(l)(m)(o)(r)(z)	Upstream			1,009,878			22,542			21,278
Sunnova Energy Corp., Common Equity	(r)	Power			6,667,368			25,026			—
Sunnova Energy Corp., Preferred Equity	(r)	Power			1,117,214			5,948			4,502
Swift Worldwide Resources Holdco Limited, Common Equity	(m)(r)(x)	Service & Equipment			3,750,000			6,029			2,062
Synergy Offshore LLC, Preferred Equity	(k)(p)(r)(y)	Upstream			71,131			93,009			25,465
TE Holdings, LLC, Common Equity	(i)(r)	Upstream			2,225,950			18,921			3,617
TE Holdings, LLC, Preferred Equity	(l)(r)	Upstream			1,475,531			14,734			14,018
The Brock Group, Inc., Common Equity	(j)(r)	Service & Equipment			786,094			15,617			16,390
Titan Energy, LLC, Common Equity	(k)(r)(z)(aa)	Upstream			555,496			17,554			844
Total Safety Holdings, LLC, Common Equity	(j)(r)	Service & Equipment			12,897			4,707			4,659
Warren Resources, Inc., Common Equity	(l)(r)(aa)	Upstream			4,415,749			20,754			7,507
White Star Petroleum Holdings, LLC, Common Equity	(i)(r)	Upstream			4,867,084			4,137			3,650
Total Equity/Other								641,081			411,580
TOTAL INVESTMENTS—134.8%							$	4,357,766			3,996,705
LIABILITIES IN EXCESS OF OTHER ASSETS—(34.8%)											(1,030,663)
NET ASSETS—100.0%										$	2,966,042

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

Consolidated Schedule of Investments (Continued)
As of December 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 December 31, 2017, the three-month London Interbank Offered Rate, or LIBOR or ‘L,’ was 1.69% and the U.S. Prime Lending Rate, or Prime, was 4.50%. PIK means paid-in-kind.

(c)

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

(d)

Investments classified as Level 3 in the Company’s fair value hierarchy whereby fair value was determined by the Company’s board of trustees, unless otherwise noted (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)

Position or portion thereof unsettled as of December 31, 2017.

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

(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)

(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 December 31, 2017, 71.2% 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 December 31, 2017, the fair value of securities rehypothecated by BNP was $279,961.

(p)

Security was on non-accrual status as of December 31, 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 December 31, 2017.

(x)

Investment denominated in British pounds. Amortized cost and fair value are converted into U.S. dollars as of December 31, 2017.

(y)

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

(z)

Security is classified as Level 1 in the Company’s fair value hierarchy (See Note 7).

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

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

(aa)

Under the 1940 Act, the Company generally is deemed to be an “affiliated person” of a portfolio company if it owns 5% or more of the portfolio company’s voting securities and generally is deemed to “control” a portfolio company if it owns more than 25% of the portfolio company’s voting securities or it has the power to exercise control over the management or policies of such portfolio company. As of December 31, 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 year December 31, 2017:

Portfolio Company	Fair Value at December 31, 2016			Purchases, Paid-In-Kind, Interest and Transfers In			Sales, Repayments and Transfers Out			Accretion of Discount			Net Realized Gain (Loss)			Net Change in Unrealized Appreciation (Depreciation)			Fair Value at December 31, 2017			Interest Income(2)			PIK Income(2)			Fee Income(2)
Senior Secured Loans—First Lien
Altus Power America, Inc.(1)		$	73,294		$	5,433		$	—		$	—		$	—		$	(3,374)		$	75,353		$	7,152		$	—		$	—
BL Sand Hills Unit, L.P.			—			64,187			(44,460)			—			(2,358)			2,631			20,000			3,857			—			—
Sunnova Asset Portfolio 5 Holdings, LLC			151,148			—			(149,652)			2,217			—			(3,713)			—			6,992			—			—
Warren Resources, Inc.			78,437			796			—			—			—			1,981			81,214			7,818			796			—
Senior Secured Loans—Second Lien
Titan Energy Operating, LLC			85,427			9,863			(332)			4,237			—			(37,169)			62,026			16,269			9,863			—
Senior Secured Bonds
FourPoint Energy, LLC			240,709			—			(2,227)			2,183			—			(1,719)			238,946			22,834			—			—
Ridgeback Resources Inc.			3,887			—			—			16			—			(16)			3,887			473			—			—
Sunnova Energy Corp(3)			—			33,671			(33,671)			—			—			—			—			2,738			859			656
Equity/Other
Altus Power America Holdings, LLC, Common Equity			12,474			—			—			—			—			(10,603)			1,871			—			—			—
Altus Power America Holdings, LLC, Preferred Equity			23,982			1,811			—			—			—			—			25,793			3,586			—			—
BL Sand Hills Unit, L.P., Net Profits Interest			—			5,180			—			—			—			(4,214)			966			—			—			—
BL Sand Hills Unit, L.P., Overriding Royalty Interest			—			740			—			—			—			(14)			726			—			—			—
BL Sand Hills Unit, L.P., Series A Units			—			24,019			—			—			—			(17,019)			7,000			—			—			—
FourPoint Energy, LLC, Common Equity, Class C-II-A Units			31,845			—			—			—			—			(12,705)			19,140			—			—			—
FourPoint Energy, LLC, Common Equity, Class D Units			6,032			—			—			—			—			(2,413)			3,619			—			—			—
FourPoint Energy, LLC, Common Equity, Class E-II Units			125,670			—			(30,938)			—			—			(51,337)			43,395			—			—			—
FourPoint Energy, LLC, Common Equity, Class E-III Units			107,477			—			—			—			—			(42,879)			64,598			—			—			—
Ridgeback Resources Inc., Common Equity			58,985			—			—			—			—			(701)			58,284			—			—			—
Sunnova Energy Corp., Common Equity(3)			36,204			—			(25,026)			—			—			(11,178)			—			—			—			—
Sunnova Energy Corp., Preferred Equity(3)			3,141			2,868			(5,948)			—			—			(61)			—			—			—			—
Titan Energy, LLC, Common Equity			13,332			—			—			—			—			(12,488)			844			—			—			—
Warren Resources, Inc., Common Equity			18,988			—			—			—			—			(11,481)			7,507			—			—			—
Total		$	1,071,032		$	148,568		$	(292,254)		$	8,653		$	(2,358)		$	(218,472)		$	715,169		$	71,719		$	11,518		$	656

(1)

Security includes a partially unfunded commitment with an amortized cost of $23,872 and a fair value of $23,395.

(2)

Interest, PIK and fee income presented for the year ended December 31, 2017.

(3)

The Company held this investment as of December 31, 2017 but as of such date, was not deemed to be an “affiliated person” of the portfolio company or deemed to “control” the portfolio company,

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

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

(bb)

Under the 1940 Act, the Company generally is deemed to “control” a portfolio company if it owns more than 25% of the portfolio company’s voting securities or it has the power to exercise control over the management or policies of such portfolio company. As of December 31, 2017, the Company held investments in a 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 year ended December 31, 2017:

Portfolio Company	Fair Value at December 31, 2016			Purchases, Paid-In-Kind, Interest and Transfers In			Sales, Repayments and Transfers Out			Accretion of Discount			Net Realized Gain (Loss)			Net Change in Unrealized Appreciation (Depreciation)			Fair Value at December 31, 2017
Senior Secured Loans—First Lien
Lusk Operating LLC		$	1,031		$	1,800		$	—		$	—		$	—		$	(2,831)		$	—
Equity/Other
Lusk Operating LLC, Common Equity			—			—			(1,000)			—			—			1,000			—
Total		$	1,031		$	1,800		$	(1,000)		$	—		$	—		$	(1,831)		$	—

See notes to unaudited consolidated financial statements.

TABLE OF CONTENTS

FS Energy and Power Fund

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

Note 1. Principal Business and Organization

FS Energy and Power Fund, or the Company, was formed as a Delaware statutory trust under the Delaware Statutory Trust Act on September 16, 2010 and formally commenced investment operations on July 18, 2011. The Company has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940, as amended, or the 1940 Act. The Company is an externally managed, non-diversified, closed-end management investment company that has elected to be treated for U.S. federal income tax purposes, and intends to qualify annually, as a regulated investment company, or RIC, as defined under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code. As of September 30, 2018, the Company had four wholly-owned financing subsidiaries, seven wholly-owned subsidiaries through which it holds interests in certain portfolio companies and two wholly-owned subsidiaries through which it expects to hold interests in certain portfolio companies. The unaudited consolidated financial statements include both the Company’s accounts and the accounts of its wholly-owned subsidiaries as of September 30, 2018. All significant intercompany transactions have been eliminated in consolidation. Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state income taxes.

The Company’s investment objective is to generate current income and long-term capital appreciation by investing primarily in privately-held U.S. companies in the energy and power industry. The Company’s investment policy is to invest, under normal circumstances, at least 80% of its total assets in securities of energy and power related, or Energy, companies. The Company considers Energy companies to be those companies that engage in the exploration, development, production, gathering, transportation, processing, storage, refining, distribution, mining, generation or marketing of natural gas, natural gas liquids, crude oil, refined products, coal or power, including those companies that provide equipment or services to companies engaged in any of the foregoing.

GSO Capital Partners LP, or GSO, resigned as the Company’s investment sub-adviser and terminated the investment sub-advisory agreement, dated April 28, 2011, or the investment sub-advisory agreement, that FS Investment Advisor, LLC, or FS Advisor, had entered into with GSO, effective April 9, 2018. In connection with GSO’s resignation as investment sub-adviser to the Company, on April 9, 2018, the Company entered into a new investment advisory and administrative services agreement, or the FS/EIG investment advisory agreement, with FS/EIG Advisor, LLC, or FS/EIG Advisor, a newly-formed entity that is jointly operated by an affiliate of Franklin Square Holdings, L.P., (which does business as FS Investments) and EIG Asset Management, LLC, or EIG, pursuant to which the FS/EIG Advisor acts as investment adviser to the Company. The FS/EIG investment advisory agreement replaced the investment advisory and administrative services agreement, dated April 28, 2011, as amended by the first amendment to the investment advisory and administrative services agreement, dated August 10, 2012, or the FS Advisor investment advisory agreement, by and between the Company and FS Advisor.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation: The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP, for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For a more complete discussion of significant accounting policies and certain other information, the Company’s interim unaudited consolidated financial statements should be read in conjunction with its audited consolidated financial statements as of and for the year ended December 31, 2017 included in the Company’s annual report on Form 10-K. Operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. The

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FS Energy and Power Fund

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

Note 2. Summary of Significant Accounting Policies (Continued)

December 31, 2017 consolidated balance sheet and consolidated schedule of investments are derived from the Company’s audited consolidated financial statements as of and for the year ended December 31, 2017. The Company is considered an investment company under GAAP and follows the accounting and reporting guidance applicable to investment companies under Accounting Standards Codification Topic 946, Financial Services—Investment Companies. The Company has evaluated the impact of subsequent events through the date the consolidated financial statements were issued and filed with the Securities and Exchange Commission, or the SEC.

Use of Estimates: The preparation of the unaudited consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Many of the amounts have been rounded, and all amounts are in thousands, except share and per share amounts.

Capital Gains Incentive Fee: Pursuant to the terms of the FS/EIG investment advisory agreement, which replaced the FS Advisor investment advisory agreement effective April 9, 2018, the incentive fee on capital gains is determined and payable in arrears as of the end of each calendar year (or upon termination of such agreement). Such fee equals 20.0% of the Company’s “incentive fee capital gains,” which are the Company’s realized capital gains on a cumulative basis from inception, calculated as of the end of the applicable period, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fees on capital gains. The Company will accrue for the incentive fee on capital gains, which, if earned, will be paid annually. The Company will accrue the incentive fee on capital gains based on net realized and unrealized gains; however, the fee payable to FS/EIG Advisor will be based on realized gains and no such fee will be payable with respect to unrealized gains unless and until such gains are actually realized. The terms of the incentive fee on capital gains were substantially similar under the FS Advisor investment advisory agreement.

Subordinated Income Incentive Fee: Pursuant to the terms of the FS/EIG investment advisory agreement FS/EIG Advisor may also be entitled to receive a subordinated incentive fee on income. The subordinated incentive fee on income under the FS/EIG investment advisory agreement is calculated and payable quarterly in arrears and equals 20.0% of the Company’s “pre-incentive fee net investment income” for the immediately preceding quarter subject to a hurdle rate, expressed as a rate of return on adjusted capital, equal to 1.625% per quarter, or an annualized hurdle rate of 6.5%. As a result, FS/EIG Advisor will not earn this incentive fee for any quarter until the Company’s pre-incentive fee net investment income for such quarter exceeds the hurdle rate of 1.625%. For purposes of this fee, ‘‘adjusted capital’’ means cumulative gross proceeds generated from sales of the Company’s common shares (including proceeds from its distribution reinvestment plan) reduced for distributions from non-liquidating dispositions of the Company’s investments paid to shareholders and amounts paid for share repurchases pursuant to the Company’s share repurchase program. Once the Company’s pre-incentive fee net investment income in any quarter exceeds the hurdle rate, FS/EIG Advisor will be entitled to a “catch-up” fee equal to the amount of the Company’s pre-incentive fee net investment income in excess of the hurdle rate, until the Company’s pre-incentive fee net investment income for such quarter equals 2.031%, or 8.125% annually, of adjusted capital. This “catch-up” feature will allow FS/EIG Advisor to recoup the fees foregone as a result of the existence of the hurdle rate. Thereafter, FS/EIG Advisor will be entitled to receive 20.0% of the Company’s pre-incentive fee net investment income.

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FS Energy and Power Fund

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

Note 2. Summary of Significant Accounting Policies (Continued)

Reclassifications: Certain amounts in the unaudited consolidated financial statements for the three and nine months ended September 30, 2017 may have been reclassified to conform to the classifications used to prepare the unaudited consolidated financial statements for the three and nine months ended September 30, 2018. These reclassifications had no material impact on the Company’s consolidated financial position, results of operations or cash flows as previously reported.

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

Loan origination fees, original issue discount and market discount are capitalized and the Company amortizes such amounts as interest income over the respective term of the loan or security. Upon the prepayment of a loan or security, any unamortized loan origination fees and original issue discount are recorded as interest income. The Company records prepayment premiums on loans and securities as fee income when it receives such amounts.

Effective January 1, 2018, the Company adopted Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, using the cumulative effect method applied to in-scope contracts with customers that have not been completed as of the date of adoption. The Company did not identify any in-scope contracts that had not been completed as of the date of adoption and, as a result, the Company did not recognize a cumulative effect on shareholders’ equity in connection with the adoption of the new revenue recognition guidance.

The new revenue recognition guidance applies to all entities and all contracts with customers to provide goods or services in the ordinary course of business, excluding, among other things, financial instruments as well as certain other contractual rights and obligations. Under the new revenue recognition guidance, which the Company has applied to all new in-scope contracts as of the date of adoption, structuring and other upfront fees are recognized as revenue based on the transaction price as the performance obligation is fulfilled. The related performance obligation consists of structuring activities and is satisfied over time as such activities are performed. Consideration is variable and is constrained from being included in the transaction price until the uncertainty associated with the variable consideration is resolved, typically as of the trade date of the related transaction. Payment is typically due on the settlement date of the related transaction.

For the nine months ended September 30, 2018, the Company recognized $863 in structuring fee revenue under the new revenue recognition guidance and included such revenue in the fee income line item on its consolidated statements of operations. Comparative periods are presented in accordance with revenue recognition guidance effective prior to January 1, 2018, under which the Company recorded structuring and other non-recurring upfront fees as income when earned. The Company has determined that the adoption of the new revenue recognition guidance did not have a material impact on the amount of revenue recognized for the nine months ended September 30, 2018.

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FS Energy and Power Fund

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

Note 3. Share Transactions

Below is a summary of transactions with respect to the Company’s common shares during the nine months ended September 30, 2018 and 2017:

	Nine Months Ended September 30,
	2018					2017
	Shares		Amount			Shares		Amount
Reinvestment of Distributions		13,659,940		$	90,329		18,821,761		$	140,580
Share Repurchase Program		(19,018,771)			(126,186)		(11,817,591)			(88,730)
Net Proceeds from Share Transactions		(5,358,831)		$	(35,857)		7,004,170		$	51,850

During the period from October 1, 2018 to November 9, 2018, the Company issued 1,398,780 common shares pursuant to its distribution reinvestment plan for gross proceeds of $9,302 at an average price per share of $6.65.

Share Repurchase Program

The Company intends to conduct quarterly tender offers pursuant to its share repurchase program. The Company’s board of trustees will consider the following factors, among others, in making its determination regarding whether to cause the Company to offer to repurchase common shares and under what terms:

•

the effect of such repurchases on the Company’s qualification as a RIC (including the consequences of any necessary asset sales);

•

the liquidity of the Company’s assets (including fees and costs associated with disposing of assets);

•

the Company’s investment plans and working capital requirements;

•

the relative economies of scale with respect to the Company’s size;

•

the Company’s history in repurchasing common shares or portions thereof; and

•

the condition of the securities markets.

Historically, the Company limited the number of common shares to be repurchased during any calendar year to the lesser of (i) the number of common shares the Company can repurchase with the proceeds it receives from the issuance of common shares under the Company’s distribution reinvestment plan and (ii) 10% of the weighted average number of common shares outstanding in the prior calendar year, or 2.5% in each calendar quarter. On May 5, 2017, the board of trustees of the Company further amended the share repurchase program. As amended, the Company will limit the maximum number of common shares to be repurchased for any repurchase offer to the greater of (A) the number of common shares that the Company can repurchase with the proceeds it has received from the sale of common shares under its distribution reinvestment plan during the twelve-month period ending on the date the applicable repurchase offer expires (less the amount of proceeds used to repurchase common shares on each previous repurchase date for repurchase offers conducted during such twelve-month period) (this limitation is referred to as the twelve-month repurchase limitation) and (B) the number of common shares that the Company can repurchase with the proceeds the Company receives from the sale of common shares under its distribution reinvestment plan during the three-month period ending on the date the applicable repurchase offer expires (this limitation is referred to as the three-month repurchase limitation). In addition to this limitation, the maximum number of common shares to be repurchased for any repurchase offer will also be limited to 10% of the weighted average number of common shares outstanding in the prior calendar year, or 2.5% in each calendar quarter. As a result, the maximum number of common shares to be repurchased for any

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FS Energy and Power Fund

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

Note 3. Share Transactions (Continued)

repurchase offer will not exceed the lesser of (i) 10% of the weighted average number of common shares outstanding in the prior calendar year, or 2.5% in each calendar quarter, and (ii) whichever is greater of the twelve-month repurchase limitation described in clause (A) above and the three-month repurchase limitation described in clause (B) above.

The Company intends to offer to repurchase common shares at a price equal to the price at which common shares are issued pursuant to the Company’s distribution reinvestment plan on the distribution date coinciding with the applicable share repurchase date. The price at which common shares are issued under the Company’s distribution reinvestment plan is determined by the Company’s board of trustees or a committee thereof, in its sole discretion, and will be (i) not less than the net asset value per common share as determined in good faith by the Company’s board of trustees or a committee thereof, in its sole discretion, immediately prior to the payment date of the distribution and (ii) not more than 2.5% greater than the net asset value per common share as of such date. The Company’s board of trustees may amend, suspend or terminate the share repurchase program at any time, upon 30 days’ notice.

The following table provides information concerning the Company’s repurchases of common shares pursuant to its share repurchase program during the nine months ended September 30, 2018 and 2017:

For the Three Months Ended	Repurchase Date	Shares Repurchased		Percentage of Shares Tendered That Were Repurchased		Percentage of Outstanding Shares Repurchased as of the Repurchase Date		Repurchase Price Per Share			Aggregate Consideration for Repurchased Shares
Fiscal 2017
December 31, 2016	January 3, 2017		2,239,480		100%		0.51%		$	7.70		$	17,244
March 31, 2017	April 17, 2017		4,587,306		100%		1.03%		$	7.75			35,552
June 30, 2017	July 3, 2017		4,990,805		100%		1.12%		$	7.20			35,934
Total			11,817,591									$	88,730
Fiscal 2018
December 31, 2017	January 12, 2018		9,018,665		64%		2.02%		$	6.70		$	60,425
March 31, 2018	April 2, 2018		4,786,015		24%		1.08%		$	6.55			31,348
June 30, 2018	July 2, 2018		4,554,498		20%		1.03%		$	6.60			30,060
Total			18,359,178									$	121,833

On October 1, 2018, the Company repurchased 4,346,141 common shares (representing 16% of common shares tendered for repurchase and 0.99% of the shares outstanding as of such date) at $6.65 per share for aggregate consideration totaling $28,902.

In order to minimize the expense of supporting small accounts and provide additional liquidity to shareholders of the Company holding small accounts after completion of the regular quarterly share repurchase offer, the Company reserves the right to repurchase the shares of and liquidate any investor’s account if the balance of such account is less than the Company’s $5,000 minimum initial investment, unless the account balance has fallen below the minimum solely as a result of a decline in the Company’s net asset value per share. The Company will provide or will cause to be provided 30 days’ prior written notice to potentially affected investors, which notice may be included in the regular quarterly repurchase offer materials, of any such repurchase. Any such repurchases will be made at the Company’s most recent price at which the Company’s shares were issued pursuant to its distribution reinvestment plan. The Company conducted the first such repurchase and de minimis account liquidation after the Company’s second quarter 2018 share repurchase offer, pursuant to which, on July 19, 2018, the Company repurchased 659,593 common shares (representing 0.15% of the shares outstanding as of such date) at $6.60 per share

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FS Energy and Power Fund

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

Note 3. Share Transactions (Continued)

for aggregate consideration totaling $4,353. The Company conducted the second such repurchase and de minimis account liquidation after the Company’s third quarter 2018 share repurchase offer, pursuant to which, on October 10, 2018, the Company repurchased 236,194 common shares (representing 0.05% of the shares outstanding as of such date) at $6.65 per share for aggregate consideration totaling $1,571.

Note 4. Related Party Transactions

Compensation of the Investment Adviser

On April 9, 2018, the Company entered into the FS/EIG investment advisory agreement, which replaced the FS Advisor investment advisory agreement. FS/EIG Advisor is entitled to an annual base management fee based on the average weekly value of the Company’s gross assets (gross assets equals total assets as set forth on the Company’s consolidated balance sheets) during the most recently completed calendar quarter and an incentive fee based on the Company’s performance. The base management fee is payable quarterly in arrears, and is calculated at an annual rate of 1.75% of the average weekly value of the Company’s gross assets. Effective April 9, 2018, FS/EIG Advisor agreed to waive incentive fees on income for a period of twelve months ending December 31, 2018. See Note 2 for a discussion of the capital gains and subordinated income incentive fees that FS/EIG may be entitled to under the FS/EIG Advisor investment advisory agreement.

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

Pursuant to the FS/EIG investment advisory agreement, FS/EIG Advisor oversees the Company’s day-to-day operations, including the provision of general ledger accounting, fund accounting, legal services, investor relations, certain government and regulatory affairs activities and other administrative services. FS/EIG Advisor also performs, or oversees the performance of, the Company’s corporate operations and required administrative services, which includes being responsible for the financial records that the Company is required to maintain and preparing reports for the Company’s shareholders and reports filed with the SEC.

The Company reimburses FS/EIG Advisor for expenses necessary to perform services related to the Company’s administration and operations, including FS/EIG Advisor’s allocable portion of the compensation and related expenses of certain personnel of FS Investments and EIG, providing administrative services to the Company on behalf of FS/EIG Advisor. The Company reimburses FS/EIG Advisor no less than monthly for expenses necessary to perform services related to the Company’s administration and operations. The amount of this reimbursement is set at the lesser of (1) FS/EIG Advisor’s actual costs incurred in providing such services and (2) the amount that the Company estimates it would be required to pay alternative service providers for comparable services in the same geographic location. FS/EIG Advisor allocates the cost of such services to the Company based on factors such as time allocations and other reasonable metrics. The Company’s board of trustees reviews the methodology employed in determining how the expenses are allocated to the Company and assesses the reasonableness of such reimbursements for expenses allocated to the Company based on the breadth, depth and quality of such services as compared to the estimated cost to the Company of obtaining similar services from third-party providers known to be available. In addition, the Company’s board of trustees considers whether any single third-party service provider would be capable of providing all such services at

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FS Energy and Power Fund

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

Note 4. Related Party Transactions (Continued)

comparable cost and quality. Finally, the Company’s board of trustees, among other things, compares the total amount paid to FS/EIG Advisor for such services as a percentage of the Company’s net assets to the same ratio as reported by other comparable BDCs. The FS/EIG investment advisory agreement is substantially similar to the FS Advisor investment advisory agreement.

The following table describes the fees and expenses accrued under the FS Advisor investment advisory agreement and FS/EIG investment advisory agreement during the three and nine months ended September 30, 2018 and 2017:

			Three Months Ended September 30,						Nine Months Ended September 30,
Related Party	Source Agreement	Description	2018			2017			2018			2017
FS Advisor and FS/EIG Advisor	FS Advisor Investment Advisory Agreement and FS/EIG Investment Advisory Agreement	Base Management Fee(1)		$	16,977		$	22,031		$	52,393		$	67,104
FS Advisor	FS Advisor Investment Advisory Agreement	Subordinated Incentive Fee on Income(2)			—			—			—		$	10,499
FS Advisor and FS/EIG Advisor	FS Advisor Investment Advisory Agreement and FS/EIG Investment Advisory Agreement	Administrative Services Expenses(3)		$	1,211		$	611		$	2,806		$	2,218
FS Advisor	FS Advisor Expense Support and Conditional Reimbursement Agreement	Expense Recoupment(4)			—			—			—		$	2,858

(1)

During the nine months ended September 30, 2018 and 2017, $51,305 and $58,207, respectively, in base management fees were paid to FS Advisor and $5,945 and $7,721, respectively, in base management fees were applied to offset the liability of FS Investments under the expense reimbursement agreement (see “—Expense Reimbursement” below). As of September 30, 2018, $16,977 in base management fees were payable to FS/EIG Advisor.

(2)

During the nine months ended September 30, 2018, the Company did not pay any amounts in subordinated incentive fees on income to FS Advisor or FS/EIG Advisor. During the nine months ended September 30, 2017, $10,499 in subordinated incentive fees on income were applied to offset the liability of FS Investments under the expense reimbursement agreement (see “—Expense Reimbursement” below). See footnote (1) above for an additional offset to the liability of FS Investments under the expense reimbursement agreement. As of September 30, 2018, the Company did not have any subordinated incentive fee on income payable to FS Advisor or FS/EIG Advisor.

(3)

During the nine months ended September 30, 2018 and 2017, $2,393 and $2,061, respectively, of the accrued administrative services expenses related to the allocation of costs of administrative personnel for services rendered to the Company by FS Advisor and FS/EIG Advisor and the remainder related to other reimbursable expenses. The Company paid $2,322 and $2,641 in administrative services expenses to FS Advisor and FS/EIG Advisor during the nine months ended September 30, 2018 and 2017, respectively.

(4)

During the nine months ended September 30, 2018 and 2017, the Company accrued $0 and $2,858, respectively, for expense recoupments payable to FS Advisor or its affiliates under the expense reimbursement agreements (see “—Expense Reimbursement” below). During the nine months ended September 30, 2018 and 2017, $0 and $2,858, respectively, of expense recoupments were paid to FS Advisor or its affiliates. As of September 30, 2018, the Company did not have any expense recoupments payable to FS Advisor.

Potential Conflicts of Interest

The members of the senior management and investment teams of FS/EIG Advisor serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as the Company does, or of investment vehicles managed by the same personnel. In serving in these multiple and other capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in the Company’s best interests or in the best interest of the Company’s shareholders. The Company’s investment objectives may overlap with the investment objectives of such investment funds, accounts or other investment vehicles. For example, the Company may rely on FS/EIG Advisor to manage the Company’s day-to-day activities and to implement its investment strategy. FS/EIG Advisor and certain of its affiliates are presently, and plan in the future to continue to be, involved with activities which are unrelated to the Company. As a result of these activities, FS/EIG Advisor, its employees and certain of its affiliates will have conflicts of interest in allocating their time between the Company and other activities in which they are or may become involved, including the management of other entities affiliated with FS

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FS Energy and Power Fund

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

Note 4. Related Party Transactions (Continued)

Investments or EIG. FS/EIG Advisor and its employees will devote only as much of its or their time to the Company’s business as FS/EIG Advisor and its employees, in their judgment, determine is reasonably required, which may be substantially less than their full time.

Exemptive Relief

As a BDC, the Company is subject to certain regulatory restrictions in making its investments. For example, BDCs generally are not permitted to co-invest with certain affiliated entities in transactions originated by the BDC or its affiliates in the absence of an exemptive order from the SEC. However, BDCs are permitted to, and may, simultaneously co-invest in transactions where price is the only negotiated term. In an order dated June 4, 2013, or the Order, the SEC granted exemptive relief permitting the Company, subject to the satisfaction of certain conditions, to co-invest in certain privately negotiated investment transactions with certain affiliates of FS Advisor, including FS Investment Corporation, FS Investment Corporation II, FS Investment Corporation III, and FS Investment Corporation IV, or collectively the Company’s co-investment affiliates. Effective April 9, 2018, or the JV Effective Date, and in connection with the transition of advisory services to a joint advisory relationship with EIG, the Company’s board of trustees has authorized and directed that the Company (i) withdraw from the Order, except with respect to any transaction in which the Company participated in reliance on the Order prior to the JV Effective Date, and (ii) rely on an exemptive relief order dated April 10, 2018, granted to certain other funds and accounts managed or previously managed by EIG or its affiliates which would permit the Company to participate in co-investment transactions with certain other EIG advised funds or accounts, or the EIG Order. The Company believes that the ability to participate in co-investment transactions with other funds managed by EIG may permit it to allocate a higher percentage of the Company’s portfolio to secured, directly negotiated investments that span the upstream, midstream, power/renewables, and infrastructure sectors.

Expense Reimbursement

Pursuant to an expense support and conditional reimbursement agreement, amended and restated as of May 16, 2013, or, the expense reimbursement agreement, FS Investments agreed to reimburse the Company for expenses in an amount that is sufficient to ensure that no portion of the Company’s distributions to shareholders will be paid from its offering proceeds or borrowings. However, because certain investments the Company may make, including preferred and common equity investments, may generate dividends and other distributions to the Company that are treated for tax purposes as a return of capital, a portion of the Company’s distributions to shareholders may also be deemed to constitute a return of capital for tax purposes to the extent that the Company may use such dividends or other distribution proceeds to fund its distributions to shareholders. Under those circumstances, FS Investments will not reimburse the Company for the portion of such distributions to shareholders that represent a return of capital for tax purposes, as the purpose of the expense reimbursement arrangement is not to prevent tax-advantaged distributions to shareholders.

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

Pursuant to the expense reimbursement agreement, the Company has a conditional obligation to reimburse FS Investments for any amounts funded by FS Investments under such agreement if (and only to the extent that), during any fiscal quarter occurring within three years of the date on which FS Investments funded such amount, the sum of the Company’s net investment company taxable income, net capital gains

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FS Energy and Power Fund

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

Note 4. Related Party Transactions (Continued)

and the amount of any dividends and other distributions paid to the Company on account of preferred and common equity investments in portfolio companies (to the extent not included in net investment company taxable income or net capital gains) exceeds the distributions paid by the Company to its shareholders; provided, however, that (i) the Company will only reimburse FS Investments for expense support payments made by FS Investments with respect to any calendar quarter beginning on or after July 1, 2013 to the extent that the payment of such reimbursement (together with any other reimbursement paid during such fiscal year) does not cause “other operating expenses” (as defined below) (on an annualized basis and net of any expense support payments received by the Company during such fiscal year) to exceed the lesser of (A) 1.75% of the Company’s average net assets attributable to its common shares for the fiscal year-to-date period after taking such payments into account and (B) the percentage of the Company’s average net assets attributable to its common shares represented by “other operating expenses” during the fiscal year in which such expense support payment from FS Investments was made (provided, however, that this clause (B) shall not apply to any reimbursement payment which relates to an expense support payment from FS Investments made during the same fiscal year) and (ii) the Company will not reimburse FS Investments for expense support payments made by FS Investments if the aggregate amount of distributions per share declared by the Company in such calendar quarter is less than the aggregate amount of distributions per share declared by the Company in the calendar quarter in which FS Investments made the expense support payment to which such reimbursement relates. The Company is not obligated to pay interest on the payments it receives from FS Investments. “Other operating expenses” means the Company’s total “operating expenses” (as defined below), excluding base management fees, incentive fees, organization and offering expenses, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. “Operating expenses” means all operating costs and expenses incurred, as determined in accordance with GAAP for investment companies.

The expense reimbursement agreement was terminated on the JV Effective Date. The Company’s conditional obligation to reimburse FS Investments pursuant to the terms of the expense reimbursement agreement survived the termination of the agreement. As of the JV Effective Date, the Company entered into an expense support and conditional reimbursement agreement with FS/EIG Advisor, or the FS/EIG expense reimbursement agreement, on substantially similar terms.

During the nine months ended September 30, 2018, the Company did not accrue any expense reimbursements from FS Investments. During the nine months ended September 30, 2017, the Company accrued $25,315 for expense reimbursements that FS Investments agreed to offset against management fees and subordinated income incentive fees payable by the Company to FS Advisor. As of September 30, 2018, the Company had no reimbursements due from FS Investments.

As discussed above, under the expense reimbursement agreement, amounts reimbursed to the Company by FS Investments may become subject to repayment by the Company in the future. During the nine months ended September 30, 2018, the Company did not pay any amounts in expense recoupments to FS Investments. As of September 30, 2018, $28,104 of reimbursements may become subject to repayment by the Company to FS Investments in the future.

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FS Energy and Power Fund

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

Note 4. Related Party Transactions (Continued)

The following table reflects the expense reimbursement payments from FS Investments to the Company as of September 30, 2018 that may become subject to repayment by the Company to FS Investments:

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

(1)

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

(2)

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

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

During the nine months ended September 30, 2018, the Company did not accrue any expense reimbursements from FS/EIG Advisor under the FS/EIG expense reimbursement agreement. As of September 30, 2018, the Company had no reimbursements due from FS/EIG Advisor.

Prior to September 30, 2019, FS/EIG Advisor will evaluate whether to extend this commitment to future quarters.

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FS Energy and Power Fund

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

Note 5. Distributions

The following table reflects the cash distributions per share that the Company declared and paid on its common shares during the nine months ended September 30, 2018 and 2017:

	Distribution
For the Three Months Ended	Per Share			Amount
Fiscal 2017
March 31, 2017		$	0.17713		$	77,984
June 30, 2017			0.17713			78,374
September 30, 2017			0.17713			78,115
Total		$	0.53139		$	234,473
Fiscal 2018
March 31, 2018		$	0.12500		$	54,823
June 30, 2018			0.12500			54,811
September 30, 2018			0.12500			54,724
Total		$	0.37500		$	164,358

Subject to applicable legal restrictions and the sole discretion of the Company’s board of trustees, the Company intends to declare regular cash distributions on a quarterly basis and pay such distributions on a monthly basis. On August 8, 2018 and November 6, 2018, the Company’s board of trustees declared regular monthly cash distributions for October 2018 through December 2018 and January 2019 through March 2019, respectively, each in the amount of $0.041667 per share. These distributions have been or will be paid monthly to shareholders of record as of monthly record dates previously determined by the Company’s board of trustees. The timing and amount of any future distributions to shareholders are subject to applicable legal restrictions and the sole discretion of the Company’s board of trustees.

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

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

The Company may fund its cash distributions to shareholders from any sources of funds legally available to it, including proceeds from the sale of the Company’s common shares, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, dividends or other distributions paid to the Company on account of preferred and common equity investments in portfolio companies. The Company has not established limits on the amount of funds it may use from available sources to make distributions.

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FS Energy and Power Fund

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

Note 5. Distributions (Continued)

No portion of the distributions paid during the nine months ended September 30, 2018 was funded through the reimbursement of operating expenses by FS Investments or FS/EIG Advisor. During the nine months ended September 30, 2017, certain portions of the Company’s distributions were funded through the reimbursement of certain expenses by FS Investments and its affiliates, including through the offset of certain investment advisory fees by FS Advisor, that are, if certain conditions are met, subject to repayment by the Company within three years. Any such distributions funded through expense reimbursements or the offset of advisory fees are not based on the Company’s investment performance, and can only be sustained if the Company achieves positive investment performance in future periods and/or FS Investments and its affiliates continues to make such reimbursements or offset such fees. The Company’s future repayments of amounts reimbursed or offset by FS Investments or its affiliates will reduce the distributions that shareholders would otherwise receive in the future. During the nine months ended September 30, 2018 and 2017, the Company did not repay any amounts to FS Investments or its affiliates for expenses previously reimbursed or waived. There can be no assurance that the Company will continue to achieve the performance necessary to sustain its distributions or that the Company will be able to pay distributions at a specific rate or at all. FS Investments and FS/EIG Advisor have no obligation to offset or waive advisory fees or otherwise reimburse expenses in future periods. If FS Investments had not reimbursed certain of the Company’s expenses, 10% of the aggregate amount of distributions paid during the nine months ended September 30, 2017 would have been funded from offering proceeds or borrowings.

The following table reflects the sources of the cash distributions on a tax basis that the Company paid on its common shares during the nine months ended September 30, 2018 and 2017:

	Nine Months Ended September 30,
	2018					2017
Source of Distribution	Distribution Amount			Percentage		Distribution Amount			Percentage
Offering proceeds		$	—		—		$	—		—
Borrowings			—		—			—		—
Net investment income (prior to expense reimbursement)(1)			164,358		100%			210,425		90%
Short-term capital gains proceeds from the sale of assets			—		—			—		—
Long-term capital gains proceeds from the sale of assets			—		—			—		—
Non-capital gains proceeds from the sale of assets			—		—			—		—
Distributions on account of investments in portfolio companies			—		—			1,591		0%
Expense reimbursement from sponsor			—		—			22,457		10%
Total		$	164,358		100%		$	234,473		100%

(1)

During the nine months ended September 30, 2018 and 2017, 93.3% and 87.3%, respectively, of the Company’s gross investment income was attributable to cash income earned, 3.7% and 4.4%, respectively, was attributable to non-cash accretion of discount and 3.0% and 8.3%, respectively, was attributable to PIK interest.

The Company’s net investment income on a tax basis for the nine months ended September 30, 2018 and 2017 was $171,101 and $232,882, respectively. As of September 30, 2018 and December 31, 2017, the Company had $6,743 and $0, respectively, of undistributed ordinary income on a tax basis.

The Company has in the past and may experience additional restructurings or defaults in the future. Any restructuring or default may have an impact on the level of income received by the Company.

The difference between the Company’s GAAP-basis net investment income and its tax-basis net investment income was primarily due to the reclassification of unamortized original issue discount, certain amendment fees and prepayment fees recognized upon prepayment of loans from income for GAAP purposes to realized gains for tax purposes, the impact of certain subsidiaries that are consolidated for purposes of computing GAAP-basis net investment income but are not consolidated for purposes of

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FS Energy and Power Fund

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

Note 5. Distributions (Continued)

computing tax-basis net investment income and income recognized for tax purposes on certain transactions but not recognized for GAAP purposes.

The following table sets forth a reconciliation between GAAP-basis net investment income and tax-basis net investment income during the nine months ended September 30, 2018 and 2017:

	Nine Months Ended September 30,
	2018			2017
GAAP-basis net investment income		$	139,631		$	220,441
Reclassification of unamortized original issue discount, amendment fees and prepayment fees			(11,621)			(20,176)
GAAP versus tax-basis impact of consolidation of certain subsidiaries			18,847			21,443
Income subject to tax not recorded for GAAP			24,262			11,190
Other miscellaneous differences			(18)			(16)
Tax-basis net investment income		$	171,101		$	232,882

The determination of the tax attributes of the Company’s distributions is made annually as of the end of the Company’s fiscal year based upon the Company’s taxable income for the full year and distributions paid for the full year. Therefore, a determination made on a quarterly basis may not be representative of the actual tax attributes of the Company’s distributions for a full year. The actual tax characteristics of distributions to shareholders are reported to shareholders annually on Form 1099-DIV.

As of September 30, 2018 and December 31, 2017, the components of accumulated earnings (deficit) on a tax basis were as follows:

	September 30, 2018 (Unaudited)			December 31, 2017
Distributable ordinary income		$	6,743		$	—
Accumulated capital losses(1)			(521,367)			(427,687)
Other temporary differences			(183)			(198)
Net unrealized appreciation (depreciation) on investments and unrealized gain/loss on foreign currency(2)			(340,786)			(500,674)
Total		$	(855,593)		$	(928,559)

(1)

Net capital losses may be carried forward indefinitely, and their character is retained as short-term or long-term. As of September 30, 2018, the Company had short-term and long-term capital loss carryforwards available to offset future realized capital gains of $18,374 and $502,993, respectively.

(2)

As of September 30, 2018 and December 31, 2017, the gross unrealized appreciation on the Company’s investments and unrealized gain on foreign currency was $265,445 and $104,844, respectively, and the gross unrealized depreciation on the Company’s investments and unrealized loss on foreign currency was $606,231 and $605,518, respectively.

The aggregate cost of the Company’s investments for federal income tax purposes totaled $4,068,675 and $4,557,977 as of September 30, 2018 and December 31, 2017, respectively. The aggregate net unrealized appreciation (depreciation) on investments on a tax basis was $(340,786) and $(500,674) as of September 30, 2018 and December 31, 2017, respectively.

As of September 30, 2018 and December 31, 2017, the Company had deferred tax assets of $67,721 and $73,103, respectively, resulting primarily from net operating losses of the Company’s wholly-owned taxable subsidiaries. As of September 30, 2018 and December 31, 2017, certain wholly-owned taxable subsidiaries anticipated that they would be unable to fully utilize their deferred tax assets, therefore the

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FS Energy and Power Fund

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

Note 5. Distributions (Continued)

deferred tax assets were offset by valuation allowances of $67,721 and $73,103, respectively. For the nine months ended September 30, 2018 and the year ended December 31, 2017, the Company did not record a provision for taxes related to its wholly-owned taxable subsidiaries.

Note 6. Investment Portfolio

The following table summarizes the composition of the Company’s investment portfolio at cost and fair value as of September 30, 2018 and December 31, 2017:

	September 30, 2018 (Unaudited)								December 31, 2017
	Amortized Cost(1)			Fair Value			Percentage of Portfolio		Amortized Cost(1)			Fair Value			Percentage of Portfolio
Senior Secured Loans—First Lien		$	1,008,714		$	968,673		26%		$	961,883		$	924,926		23%
Senior Secured Loans—Second Lien			702,241			623,391		17%			860,470			796,524		20%
Senior Secured Bonds			552,010			568,332		15%			664,542			660,151		17%
Subordinated Debt			778,558			778,157		21%			1,229,790			1,203,524		30%
Equity/Other(2)			967,932			789,336		21%			641,081			411,580		10%
Total		$	4,009,455		$	3,727,889		100%		$	4,357,766		$	3,996,705		100%

(1)

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

(2)

At September 30, 2018, Equity/Other included six income-producing investments comprising $390,313 of fair value or approximately 10% of the fair value of the portfolio.

In general, under the 1940 Act, the Company would be presumed to “control” a portfolio company if it owned more than 25% of its voting securities or it had the power to exercise control over the management or policies of a portfolio company, and would be an “affiliated person” of a portfolio company if it owned 5% or more of its voting securities.

As of September 30, 2018, the Company held investments in one portfolio company of which it is deemed to “control.” As of September 30, 2018, the Company held investments in eight portfolio companies of which it is deemed to be an “affiliated person” but is not deemed to “control.” For additional information with respect to such portfolio companies, see footnotes (y) and (z) to the unaudited consolidated schedule of investments as of September 30, 2018 in this quarterly report on Form 10-Q.

As of December 31, 2017, the Company held investments in one portfolio company of which it is deemed to “control.” As of December 31, 2017, the Company held investments in six portfolio companies of which it is deemed to be an “affiliated person” but is not deemed to “control.” For additional information with respect to such portfolio companies, see footnotes (aa) and (bb) to the consolidated schedule of investments as of December 31, 2017 in this quarterly report on Form 10-Q.

The Company’s investment portfolio may contain loans or bonds that are in the form of lines of credit or revolving credit facilities, or other investments, pursuant to which the Company may be required to provide funding when requested by portfolio companies in accordance with the terms of the underlying agreements. As of September 30, 2018, the Company had nine senior secured loan investments with aggregate unfunded commitments of $107,271 and two equity/other investments with aggregate unfunded commitments of $2,754. As of September 30, 2018, these unfunded equity/other investments were Altus Power America Holdings, LLC, preferred equity and Rosehill Resources, Inc. As of December 31, 2017, the Company had four senior secured loan investments with aggregate unfunded commitments of $90,662 and two equity/other investments with aggregate unfunded commitments of $8,751. As of December 31, 2017,

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FS Energy and Power Fund

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

Note 6. Investment Portfolio (Continued)

these unfunded equity/other investments were Altus Power America Holdings, LLC, preferred equity and Chisholm Oil and Gas, LLC. The Company maintains sufficient cash on hand, available borrowings and liquid securities to fund such unfunded commitments should the need arise.

The table below describes investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets in such industries as of September 30, 2018 and December 31, 2017:

	September 30, 2018 (Unaudited)					December 31, 2017
Industry Classification	Fair Value			Percentage of Portfolio		Fair Value			Percentage of Portfolio
Upstream		$	2,344,772		63%		$	2,539,867		64%
Midstream			670,460		18%			441,189		11%
Downstream			—		—			47,831		1%
Power			319,741		9%			231,495		6%
Service & Equipment			338,477		9%			672,278		16%
Industrials(1)			54,439		1%			64,045		2%
Total		$	3,727,889		100%		$	3,996,705		100%

(1)

FS/EIG Advisor continuously monitors the industry classification of the Company’s investments and may from time to time reclassify such investments if it determines such reclassification is appropriate. During the nine months ended September 30, 2018, ten investments had their industries re-classified from Service & Equipment to Industrials.

Note 7. Fair Value of Financial Instruments

Under existing accounting guidance, fair value is defined as the price that the Company would receive upon selling an investment or pay to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment. This accounting guidance emphasizes valuation techniques that maximize the use of observable market inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances. The Company classifies the inputs used to measure these fair values into the following hierarchy as defined by current accounting guidance:

Level 1: Inputs that are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs that are quoted prices for similar assets or liabilities in active markets.

Level 3: Inputs that are unobservable for an asset or liability.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

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FS Energy and Power Fund

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

Note 7. Fair Value of Financial Instruments (Continued)

As of September 30, 2018 and December 31, 2017, the Company’s investments were categorized as follows in the fair value hierarchy:

Valuation Inputs	September 30, 2018 (Unaudited)			December 31, 2017
Level 1—Price quotations in active markets		$	27,240		$	38,445
Level 2—Significant other observable inputs			1,126,805			—
Level 3—Significant unobservable inputs			2,573,844			3,958,260
Total		$	3,727,889		$	3,996,705

The Company’s investments consist primarily of debt investments that were acquired directly from the issuer. Debt investments, for which broker quotes are not generally available, are valued by independent valuation firms, which determine the fair value of such investments by considering, among other factors, the borrower’s ability to adequately service its debt, prevailing interest rates for like investments, call features, anticipated prepayments and other relevant terms of the investments. Except as described below, all of the Company’s equity/other investments are also valued by independent valuation firms, which determine the fair value of such investments by considering, among other factors, contractual rights ascribed to such investments, as well as various income scenarios and multiples of earnings before interest, taxes, depreciation and amortization, or EBITDA, cash flows, net income, revenues or, in limited instances, book value or liquidation value. An investment that is newly issued and purchased near the date of the financial statements is valued at cost if the Company’s board of trustees determines that the cost of such investment is the best indication of its fair value. Such investments described above are typically classified as Level 3 within the fair value hierarchy. Investments that are traded on an active public market are valued at their closing price as of the date of the financial statements and are classified as Level 1 within the fair value hierarchy. Except as described above, the Company values its other investments by using the midpoint of the prevailing bid and ask prices from dealers on the date of the relevant period end, which are provided by an independent third-party pricing service and screened for validity by such service and are typically classified as Level 2 within the fair value hierarchy.

The Company periodically benchmarks the bid and ask prices it receives from the third-party pricing service and/or dealers and independent valuation firms, as applicable, against the actual prices at which the Company purchases and sells its investments. Based on the results of the benchmark analysis and the experience of the Company’s management in purchasing and selling these investments, the Company believes that these prices are reliable indicators of fair value. The valuation committee of the board of trustees, or the valuation committee, and the board of trustees reviewed and approved the valuation determinations made with respect to these investments in a manner consistent with the Company’s valuation policy.

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FS Energy and Power Fund

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

Note 7. Fair Value of Financial Instruments (Continued)

The following is a reconciliation for the nine months ended September 30, 2018 and 2017 of investments for which significant unobservable inputs (Level 3) were used in determining fair value:

	For the Nine Months Ended September 30, 2018
	Senior Secured Loans— First Lien			Senior Secured Loans— Second Lien			Senior Secured Bonds			Subordinated Debt			Equity/ Other			Total
Fair value at beginning of period		$	924,926		$	796,524		$	660,151		$	1,203,524		$	373,135		$	3,958,260
Accretion of discount (amortization of premium)			710			555			2,144			29			2,347			5,785
Net realized gain (loss)			(2,649)			653			55			—			(84)			(2,025)
Net change in unrealized appreciation (depreciation)			(637)			(35,697)			966			14,338			63,801			42,771
Purchases			188,220			86,095			—			12,947			339,950			627,212
Paid-in-kind interest			1,204			3,376			1,408			1,103			369			7,460
Sales and repayments			(155,953)			(34,654)			(14,044)			(65,000)			(6,945)			(276,596)
Net transfers in or out of Level 3(1)			(265,915)			(236,115)			(171,431)			(1,093,268)			(22,294)			(1,789,023)
Fair value at end of period		$	689,906		$	580,737		$	479,249		$	73,673		$	750,279		$	2,573,844
The amount of total gains or losses for the period included in changes in net assets attributable to the change in unrealized gains or losses relating to investments still held at the reporting date		$	(5,617)		$	50,735		$	(5,845)		$	15,762		$	33,523		$	88,558

	For the Nine Months Ended September 30, 2017
	Senior Secured Loans— First Lien			Senior Secured Loans— Second Lien			Senior Secured Bonds			Subordinated Debt			Equity/ Other			Total
Fair value at beginning of period		$	912,491		$	873,869		$	397,614		$	1,043,167		$	636,571		$	3,863,712
Accretion of discount (amortization of premium)			3,769			5,850			1,034			7,015			—			17,668
Net realized gain (loss)			(4,219)			(42,952)			801			(8,916)			(14,958)			(70,244)
Net change in unrealized appreciation (depreciation)			(2,509)			11,854			(13,411)			(7,235)			(139,572)			(150,873)
Purchases			316,317			417,845			240,254			596,374			25,820			1,596,610
Paid-in-kind interest			9,074			12,282			361			950			3,751			26,418
Sales and repayments			(289,346)			(408,129)			(68,859)			(286,687)			(28,328)			(1,081,349)
Net transfers in or out of Level 3			—			—			—			—			—			—
Fair value at end of period		$	945,577		$	870,619		$	557,794		$	1,344,668		$	483,284		$	4,201,942
The amount of total gains or losses for the period included in changes in net assets attributable to the change in unrealized gains or losses relating to investments still held at the reporting date		$	(2,208)		$	(16,657)		$	(8,966)		$	(41,985)		$	(51,054)		$	(120,870)

(1)

As of June 30, 2018, the Company determined to classify investments whose valuations were obtained from independent third-party pricing services as Level 2 in the fair value hierarchy as the Company identified significant other observable inputs in these market quotations. Transfers in or out of Level 3 were deemed to have occurred at the beginning of the period.

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FS Energy and Power Fund

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

Note 7. Fair Value of Financial Instruments (Continued)

The valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements as of September 30, 2018 and December 31, 2017 were as follows:

Type of Investment

Fair Value at
September 30,
2018
(Unaudited)

Valuation
Technique(1)

Unobservable Input

Range

Weighted
Average

Senior Secured Loans—
First Lien

649,070

Market Comparables

Market Yield (%)

8.8% – 18.0%

10.8%

EBITDA Multiples (x)

5.5x – 12.2x

7.1x

Proved Reserves Multiples (Mmboe)

$5.9 – $7.5

$6.7

PV-10 Multiples (x)

0.5x – 0.5x

0.5x

40,836

Other(2)

N/A

Senior Secured Loans—
Second Lien

510,531

Market Comparables

Market Yield (%)

8.6% – 16.3%

11.3%

70,206

Other(2)

N/A

Senior Secured Bonds

479,249

Market Comparables

Market Yield (%)

6.6% – 12.4%

8.5%

Subordinated Debt

73,673

Market Comparables

Market Yield (%)

10.0% – 15.3%

12.6%

PV-10 Multiples (x)

0.9x – 1.1x

1.0x

Equity/Other

687,334

Market Comparables

EBITDA Multiples (x)

5.0x – 12.4x

7.6x

Production Multiples (Mboe/d)

$33,750.0 – $53,750.0

$40,525.4

Proved Reserves Multiples (Mmboe)

$4.8 – $18.0

$8.9

Production Multiples (MMcfe/d)

$4,200.0 – $4,700.0

$4,450.0

Proved & Probable Reserves Multiples (Mboe/d)

$5.0 – $6.0

$5.5

Proved Reserves Multiples (Bcfe)

$1.2 – $1.3

$1.2

PV-10 Multiples (x)

0.5x – 2.4x

1.4x

Capacity Multiple ($/kW)

$1,875.0 – $2,125.0

$2,000.0

Market Yield (%)

10.0% – 15.3%

10.4%

37,562

Discounted Cash Flow

Discount Rate (%)

14.0% – 30.5%

15.6%

957

Option Valuation Model

Volatility (%)

25.0% – 25.0%

25.0%

24,426

Other(2)

N/A

Total

2,573,844

TABLE OF CONTENTS

FS Energy and Power Fund

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

Note 7. Fair Value of Financial Instruments (Continued)

Type of Investment

Fair Value at
December 31,
2017

Valuation
Technique(1)

Unobservable Input

Range

Weighted
Average

Senior Secured Loans—
First Lien

560,200

Market Comparables

Market Yield (%)

8.0% – 13.0%

10.4%

EBITDA Multiples (x)

5.3x – 8.0x

6.4x

Proved Reserves Multiples (Mmboe)

$5.8 – $6.3

$6.0

PV-10 Multiples (x)

0.4x – 0.5x

0.4x

273,133

Market Quotes

Indicative Dealer Quotes

71.3% – 102.0%

98.4%

91,593

Other(2)

N/A

Senior Secured Loans—
Second Lien

588,486

Market Comparables

Market Yield (%)

8.5% – 20.7%

11.9%

EBITDA Multiples (x)

6.0x – 6.5x

6.3x

14,850

Cost

100.0% – 100.0%

100.0%

193,188

Market Quotes

Indicative Dealer Quotes

31.0% – 101.3%

92.6%

Senior Secured Bonds

488,721

Market Comparables

Market Yield (%)

7.7% – 12.3%

8.9%

Production Multiples (Mboe/d)

$42,250.0 – $44,750.0

$43,500.0

Proved Reserves Multiples (Mmboe)

$10.3 – $11.3

$10.8

PV-10 Multiples (x)

0.8x – 0.8x

0.8x

EBITDA Multiples (x)

4.8x – 5.3x

5.0x

171,430

Market Quotes

Indicative Dealer Quotes

73.0% – 107.8%

89.1%

Subordinated Debt

110,255

Market Comparables

Market Yield (%)

11.0% – 14.8%

11.4%

PV-10 Multiples (x)

1.2x – 1.2x

1.2x

1,093,269

Market Quotes

Indicative Dealer Quotes

50.0% – 120.2%

100.7%

Equity/Other

329,226

Market Comparables

EBITDA Multiples (x)

5.5x – 23.5x

8.1x

Production Multiples (Mboe/d)

$32,500.0 – $51,250.0

$37,007.0

Proved Reserves Multiples (Mmboe)

$8.3 – $11.3

$9.1

Production Multiples (MMcfe/d)

$5,000.0 – $5,500.0

$5,250.0

Proved Reserves Multiples (Bcfe)

$1.8 – $2.0

$1.9

PV-10 Multiples (x)

0.8x – 2.6x

1.9x

Capacity Multiple ($/kW)

$2,000.0 – $2,250.0

$2,125.0

Market Yield (%)

15.3% – 15.8%

15.5%

1,692

Discounted Cash Flow

Discount Rate (%)

11.0% – 30.5%

12.2%

103

Option Valuation Model

Volatility (%)

30.0% – 30.0%

30.0%

19,820

Other(2)

N/A

22,294

Market Quotes

Indicative Dealer Quotes

$1.5 – $372.5

$81.7

Total

3,958,260

(1)

Investments using a market quotes valuation technique were valued by using the midpoint of the prevailing bid and ask prices from dealers on the date of the relevant period end, which were provided by an independent third-party pricing service and screened for validity by such service. For investments utilizing a market comparables valuation technique, a significant increase (decrease) in the market yield, in isolation, would result in a significantly lower (higher) fair value measurement, and a significant increase (decrease) in any of the valuation multiples, in isolation, would result in a significantly higher (lower) fair value measurement. For investments utilizing a discounted cash flow valuation technique, a significant increase (decrease) in the discount rate, in isolation, would result in a significantly lower (higher) fair value measurement. For investments utilizing an option valuation model valuation technique, a significant increase (decrease) in the volatility, in isolation, would result in a significantly higher (lower) fair value measurement.

(2)

Fair valued based on expected outcome of proposed corporate transactions and/or other factors.

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FS Energy and Power Fund

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

Note 8. Financing Arrangements

The following tables present a summary of information with respect to the Company’s outstanding financing arrangements as of September 30, 2018 and December 31, 2017. For additional information regarding these financing arrangements, see the notes to the Company’s audited consolidated financial statements contained in its annual report on Form 10-K for the year ended December 31, 2017. Any significant changes to the Company’s financing arrangements during the three months ended September 30, 2018 are discussed below.

	As of September 30, 2018 (Unaudited)
Arrangement(1)	Type of Arrangement	Rate	Amount Outstanding			Amount Available			Maturity Date
Goldman Facility	Term	L+3.72%		$	425,000		$	—	September 15, 2019
JPMorgan Facility	Revolving/Term	L+2.75%			206,667			413,333	February 16, 2023
Senior Secured Notes(2)	Bond	7.50%			500,000			—	August 15, 2023
Total				$	1,131,667		$	413,333

As of December 31, 2017

Arrangement(1)

Type of
Arrangement

Rate

Amount
Outstanding

Amount
Available

Maturity Date

Barclays Credit Facility

Revolving

L+3.25%

—

100,000

May 18, 2021

BNP Facility

Prime Brokerage

L+1.35%

300,000

—

September 27, 2018(3)

Deutsche Bank Credit Facility

Revolving

L+2.05%

340,000

—

June 11, 2018

Fortress Facility

Term

L+5.00%(4)

155,000

—

November 6, 2020

Goldman Facility

Term

L+ 3.72%

425,000

—

September 15, 2019

Total

1,220,000

100,000

(1)

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

(2)

As of September 30, 2018, the fair value of the Senior Secured Notes was approximately $510,625.

(3)

This facility generally is terminable upon 270 days’ notice by either party. As of December 31, 2017, neither party had provided notice of its intent to terminate the facility.

(4)

As described below, borrowings under the Fortress facility accrue interest at a rate equal to LIBOR plus 5.00%, subject to a floor of 0.75%.

For the three and nine months ended September 30, 2018 and 2017, the components of total interest expense for the Company’s financing arrangements were as follows:

	Three Months Ended September 30,
	2018									2017
Arrangement(1)	Direct Interest Expense(2)			Amortization of Deferred Financing Costs and Discount			Total Interest Expense			Direct Interest Expense(2)			Amortization of Deferred Financing Costs			Total Interest Expense
Barclays Credit Facility		$	47		$	132		$	179		$	96		$	15		$	111
BNP Facility			882			—			882			1,825			—			1,825
Deutsche Bank Credit Facility			796			—			796			2,285			298			2,583
Fortress Facility			1,515			730			2,245			2,401			68			2,469
Goldman Facility			6,582			149			6,731			5,425			148			5,573
JPMorgan Facility			1,477			239			1,716			—			—			—
Senior Secured Notes			4,688			477			5,165			—			—			—
Goldman Repurchase Financing			—			—			—			—			—			—
Natixis Credit Facility			—			—			—			64			—			64
Wells Fargo Credit Facility			—			—			—			62			961			1,023
Total		$	15,987		$	1,727		$	17,714		$	12,158		$	1,490		$	13,648

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FS Energy and Power Fund

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

Note 8. Financing Arrangements (Continued)

	Nine Months Ended September 30,
	2018									2017
Arrangement(1)	Direct Interest Expense(2)			Amortization of Deferred Financing Costs and Discount			Total Interest Expense			Direct Interest Expense(2)			Amortization of Deferred Financing Costs			Total Interest Expense
Barclays Credit Facility		$	236		$	196		$	432		$	301		$	43		$	344
BNP Facility			5,016			—			5,016			4,537			—			4,537
Deutsche Bank Credit Facility			6,378			524			6,902			6,163			856			7,019
Fortress Facility			6,726			884			7,610			6,946			203			7,149
Goldman Facility			18,703			439			19,142			8,762			265			9,027
JPMorgan Faciity			1,477			239			1,716			—			—			—
Senior Secured Notes			4,688			477			5,165			—			—			—
Goldman Repurchase Financing			—			—			—			4,305			91			4,396
Natixis Credit Facility			—			—			—			750			342			1,092
Wells Fargo Credit Facility			—			—			—			530			1,360			1,890
Total		$	43,224		$	2,759		$	45,983		$	32,294		$	3,160		$	35,454

(1)

Borrowings of each of the Company’s wholly-owned special-purpose financing subsidiaries are considered borrowings of the Company for purposes of complying with the asset coverage requirements applicable to BDCs under the 1940 Act.

(2)

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

The Company’s average borrowings and weighted average interest rate, including the effect of non-usage fees, for the nine months ended September 30, 2018 were $1,040,794 and 5.54%, respectively. As of September 30, 2018, the Company’s weighted average effective interest rate on borrowings was 6.51%.

The Company’s average borrowings and weighted average interest rate, including the effect of non-usage fees, for the nine months ended September 30, 2017 were $997,531 and 4.27%, respectively. As of September 30, 2017, the Company’s weighted average effective interest rate on borrowings was 4.10%.

Barclays Credit Facility

On August 16, 2018, Bryn Mawr Funding LLC, or Bryn Mawr Funding, a wholly-owned subsidiary, repaid and terminated the revolving credit facility, or the Barclays credit facility, which Bryn Mawr Funding originally entered into on May 18, 2016, with Barclays Bank PLC, or Barclays, as administrative agent, and the lenders from time to time party thereto. The Barclays credit facility provided for revolving borrowings in U.S. dollars and certain agreed upon foreign currencies in an aggregate amount of up to $100,000. Prior to the termination of the Barclays credit facility, borrowings under the Barclays credit facility accrued interest at a rate equal to LIBOR plus 325 basis points per annum.

BNP Facility

On August 16, 2018, Berwyn Funding LLC, or Berwyn Funding, the Company’s wholly-owned, subsidiary, repaid and terminated the committed credit facility, or the BNP facility, which Berwyn Funding originally entered into on December 11, 2013, with BNP Paribas Prime Brokerage International, Ltd, as assignee of BNP Paribas Prime Brokerage, Inc., or BNP. The BNP facility provided for borrowings in an aggregate principal amount up to $300,000 on a committed basis. Prior to the termination of the BNP facility, borrowings accrued interest at a rate equal to three-month LIBOR plus 135 basis points per annum.

TABLE OF CONTENTS

FS Energy and Power Fund

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

Note 8. Financing Arrangements (Continued)

Deutsche Bank Credit Facility

On August 16, 2018, FSEP Term Funding, LLC, or FSEP Funding, the Company’s wholly-owned, special-purpose financing subsidiary, repaid and terminated the committed credit facility, or the Deutsche Bank credit facility, which was originally entered into on June 24, 2011, with Deutsche Bank AG, New York Branch, or Deutsche Bank, as administrative agent and the lenders party thereto. The Deutsche Bank credit facility provided for borrowings in an aggregate principal amount up to $150,000 on a committed basis. Prior to the termination of the Deutsche Bank credit facility, borrowings accrued interest at a rate equal to three-month LIBOR plus 225 basis points per annum.

Fortress Facility

On August 16, 2018, Foxfields Funding, LLC, or Foxfields Funding, the Company’s wholly-owned financing subsidiary, repaid and terminated the senior secured multiple draw term loan facility, or the Fortress facility, which was originally entered into on November 6, 2015, with Fortress as administrative agent, the lenders from time to time party thereto and the other loan parties from time to time party thereto. The Fortress credit facility provided for borrowings in an aggregate principal amount up to $155,000 on a committed basis. Prior to the termination of the Fortress credit facility, borrowings accrued interest at a rate equal to LIBOR (subject to a floor of 75 basis points) plus 500 basis points per annum.

7.500% Senior Secured Notes due 2023

On August 16, 2018, the Company, U.S. Bank National Association, or U.S Bank, as trustee and certain subsidiaries of the Company entered into an Indenture relating to the Company’s issuance of $500,000 aggregate principal amount of its 7.500% Senior Secured Notes due 2023, or the Notes.

The Notes will mature on August 15, 2023, unless repurchased or redeemed in accordance with their terms prior to such date. The Notes bear interest at a rate of 750 basis points per annum, calculated on the basis of a 360-day year comprised of twelve 30-day periods, accruing from August 16, 2018. Interest on the Notes will be payable semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2019.

The Notes are general senior secured obligations of the Company and rank pari passu in right of payment to all of the Company’s existing and future unsubordinated indebtedness and other liabilities. The Notes are secured, subject to certain exceptions, by (i) a first priority security interest in (a) certain of the Company’s portfolio investments, and related assets, designated by the Company from time to time as Secured Notes First Priority Collateral, as defined in the Indenture, and (b) substantially all of the Company’s other assets that do not constitute Secured Notes First Priority Collateral or Credit Facility First Priority Collateral, or the Shared Collateral, each as defined in the Indenture. and (ii) a second priority security interest in certain of the Company’s portfolio investments, and related assets, designated by the Company from time to time as Credit Facility First Priority Collateral.

The Indenture contains certain covenants, including the requirement that the Company maintain a debt-to-equity ratio of less than or equal to 1.0x.

The Notes are subject to certain events of default customary for financings of this type. Upon the occurrence of certain events of default, U.S. Bank or the holders of at least 25% in the aggregate principal amount of the then-outstanding Notes may declare all of the Notes to be due and payable immediately. Upon the occurrence of certain events of default related to bankruptcy, insolvency and similar events, all of the outstanding Notes, including accrued and unpaid interest thereon and premiums, if any, shall become due and payable automatically.

TABLE OF CONTENTS

FS Energy and Power Fund

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

Note 8. Financing Arrangements (Continued)

The Company incurred costs in connection with obtaining the Notes, which the Company recorded as deferred financing costs on its consolidated balance sheets and amortizes to interest expense over the life of the Notes. As of September 30, 2018, $8,605 of such deferred financing costs had yet to be amortized to interest expense. In connection with issuing the Notes, the Company has charged discount against the carrying amount of such notes. As of September 30, 2018, $9,880 of such discount had yet to be amortized to interest expense.

JPMorgan Facility

On August 16, 2018, the Company entered into that certain Senior Secured Credit Agreement, by and among the Company, the lenders party thereto, JPMorgan Chase Bank, N.A., or JPMorgan, as administrative agent and collateral agent, and the other parties signatory thereto. The Senior Secured Credit Agreement, as amended, provides for borrowings in an aggregate amount of $620,000, consisting of (i) a $413,333 revolving credit facility, or the Revolving Credit Facility and (ii) $206,667 of term loans in U.S. dollars, or the Term Loan Facility, and together with the Revolving Credit Facility, the JPMorgan Facility, available in U.S. dollars and certain agreed upon foreign currencies from August 16, 2018 until February 16, 2022, or the Availability Period. Obligations under the Senior Secured Credit Agreement mature on February 16, 2023.

Interest on the JPMorgan Facility will accrue (i) for loans bearing interest by reference to the eurocurrency rate at a rate equal to 275 basis points per annum plus the one-, two-, three- or six-month adjusted eurocurrency rate, as elected by the Company from time to time, and (ii) for loans bearing interest by reference to the base rate at a rate equal to 1.75% per annum plus the greater of (w) the rate of interest quoted by The Wall Street Journal as the Prime Rate in the United States on such date, (x) the Federal Reserve Bank of New York Rate for such day plus 50 basis points per annum, (y) the adjusted eurocurrency rate for a one month interest period on such day plus 100 basis points, and (z) 100 basis points per annum. Interest is payable in arrears at the end of each interest period (or at three-month intervals for interest periods longer than three months) for eurocurrency borrowings and quarterly for base rate borrowings. In addition, during the Availability Period, the Company will pay a commitment fee at a rate equal to 50 basis points on the average daily undrawn revolving commitment.

The Company’s obligations under the Senior Secured Credit Agreement are secured, subject to certain exceptions, by (i) a first priority security interest in (a) the Credit Facility First Priority Collateral and (b) the Shared Collateral, and (ii) a second priority security interest in the Notes First Priority Collateral, each as defined under the Senior Secured Credit Agreement.

Pursuant to the Senior Secured Credit Agreement, the Company has made certain representations and warranties and must comply with various covenants and reporting requirements customary for facilities of this type, including the following financial covenants: (a) the Company must maintain a minimum shareholder’s equity, measured as of each fiscal quarter end; and (b) the Company must maintain at all times a 200% asset coverage ratio.

The Senior Secured Credit Agreement contains events of default customary for financings of this type as described therein. Upon the occurrence of certain events of default, JPMorgan, at the instruction of the lenders, may terminate any remaining commitments and declare the outstanding loans and other obligations under the Senior Secured Credit Agreement immediately due and payable. Upon the occurrence of events of default related to bankruptcy, insolvency and similar events, the commitments will automatically terminate and the outstanding loans and other obligations under the Senior Secured Credit Facilities will become immediately due and payable. During the continuation of certain events of default and subject, in certain cases, to the instructions of the Lenders, the Company must pay interest at a default rate.

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FS Energy and Power Fund

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

Note 8. Financing Arrangements (Continued)

The Company incurred costs in connection with obtaining the Senior Secured Credit Agreement, which the Company recorded as deferred financing costs on its consolidated balance sheets and amortizes to interest expense over the life of the Senior Secured Credit Agreement. As of September 30, 2018, $8,471 of such deferred financing costs had yet to be amortized to interest expense.

Note 9. Commitments and Contingencies

The Company enters into contracts that contain a variety of indemnification provisions. The Company’s maximum exposure under these arrangements is unknown; however, the Company has not had prior claims or losses pursuant to these contracts. Management of FS/EIG Advisor has reviewed the Company’s existing contracts and expects the risk of loss to the Company to be remote.

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

See Note 4 for a discussion of the Company’s commitments to FS Advisor, FS/EIG Advisor and its affiliates (including FS Investments) and Note 6 for a discussion of the Company’s unfunded commitments.

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FS Energy and Power Fund

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

Note 10. Financial Highlights

The following is a schedule of financial highlights of the Company for the nine months ended September 30, 2018 and the year ended December 31, 2017:

	Nine Months Ended September 30, 2018 (Unaudited)			Year Ended December 31, 2017
Per Share Data:(1)
Net asset value, beginning of period		$	6.65		$	7.61
Results of operations(2)
Net investment income			0.32			0.65
Net realized gain (loss) and unrealized appreciation (depreciation)			(0.01)			(0.90)
Net increase (decrease) in net assets resulting from operations			0.31			(0.25)
Shareholder distributions(3)
Distributions from net investment income			(0.38)			(0.71)
Distributions representing tax return of capital			—			(0.00)
Net decrease in net assets resulting from shareholder distributions			(0.38)			(0.71)
Capital share transactions
Issuance of common shares(4)			—			—
Repurchases of common shares(5)			—			—
Net increase (decrease) in net assets resulting from capital share transactions			—			—
Net asset value, end of period		$	6.58		$	6.65
Shares outstanding, end of period			440,686,304			446,045,135
Total return(6)			4.70%			(3.65)%
Total return (without assuming reinvestment of distributions)(6)			4.66%			(3.29)%
Ratio/Supplemental Data:
Net assets, end of period		$	2,900,836		$	2,966,042
Ratio of net investment income to average net assets(7)			6.42%			8.82%
Ratio of total operating expenses to average net assets(7)			4.99%			4.94%
Portfolio turnover(8)			34.87%			34.08%
Total amount of senior securities outstanding, exclusive of treasury securities		$	1,131,667		$	1,220,000
Asset coverage per unit(9)			3.56			3.43

(1)

Per share data may be rounded in order to recompute the ending net asset value per share.

(2)

The per share data was derived by using the weighted average shares outstanding during the applicable period.

(3)

The per share data for distributions reflects the actual amount of distributions paid per share during the applicable period.

(4)

The issuance of common shares on a per share basis reflects the incremental net asset value changes as a result of the issuance of common shares pursuant to the Company’s distribution reinvestment plan. The issuance of common shares at a price that is greater than the net asset value per share results in an increase in net asset value per share. The per share impact of the Company’s issuance of common shares was an increase in net asset value of less than $0.01 per share during each period.

(5)

The per share impact of the Company’s repurchases of common shares was a reduction to net asset value of less than $0.01 per share during each period.

(6)

The total return for each period presented was calculated based on the change in net asset value during the applicable period, including the impact of distributions reinvested in accordance with the Company’s distribution reinvestment plan. The total return (without assuming reinvestment of distributions)

TABLE OF CONTENTS

FS Energy and Power Fund

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

Note 10. Financial Highlights (Continued)

for each period presented was calculated by taking the net asset value per share as of the end of the applicable period, adding the cash distributions per share which were declared during the applicable period and dividing the total by the net asset value per share at the beginning of the applicable period. The total returns do not consider the effect of any sales commissions or charges that may be incurred in connection with the sale of the Company’s common shares. The total returns include the effect of the issuance of common shares at a net offering price that is greater than net asset value per share, which causes an increase in net asset value per share. The historical calculations of total returns in the table should not be considered representations of the Company’s future total returns, which may be greater or less than the returns shown in the table due to a number of factors, including the Company’s ability or inability to make investments in companies that meet its investment criteria, the interest rates payable on the debt securities the Company acquires, the level of the Company’s expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which the Company encounters competition in its markets and general economic conditions. As a result of these factors, results for any previous period should not be relied upon as being indicative of performance in future periods. The total return calculations set forth above represent the total returns on the Company’s investment portfolio during the applicable period and do not represent actual returns to shareholders.

(7)

Weighted average net assets during the applicable period are used for this calculation. Ratios for the nine months ended September 30, 2018 are annualized. Annualized ratios for the nine months ended September 30, 2018 are not necessarily indicative of the ratios that may be expected for the year ending December 31, 2018. The following is a schedule of supplemental ratios for the nine months ended September 30, 2018 and year ended December 31, 2017:

	Nine Months Ended September 30, 2018 (Unaudited)		Year Ended December 31, 2017
Ratio of subordinated income incentive fees to average net assets		—		0.32%
Ratio of interest expense to average net assets		2.11%		1.52%

(8)

Portfolio turnover for the nine months ended September 30, 2018 is not annualized.

(9)

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

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(in thousands, except share and per share amounts)

The information contained in this section should be read in conjunction with our unaudited consolidated financial statements and related notes thereto included elsewhere in this quarterly report on Form 10-Q. In this report, “we,” “us” and “our” refer to FS Energy and Power Fund.

Forward-Looking Statements

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

•

our future operating results;

•

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

•

the impact of the investments that we expect to make;

•

the ability of our portfolio companies to achieve their objectives;

•

our current and expected financing arrangements and investments;

•

changes in the general interest rate environment;

•

the adequacy of our cash resources, financing sources and working capital;

•

the timing and amount of cash flows, distributions and dividends, if any, from our portfolio companies;

•

our contractual arrangements and relationships with third parties;

•

actual and potential conflicts of interest with FS/EIG Advisor, FS Investments, EIG, or any of their respective affiliates;

•

the dependence of our future success on the general economy and its effect on the industries in which we may invest;

•

our use of financial leverage;

•

the ability of FS/EIG Advisor to locate suitable investments for us and to monitor and administer our investments;

•

the ability of FS/EIG Advisor or its affiliates to attract and retain highly talented professionals;

•

our ability to maintain our qualification as a RIC and as a BDC;

•

the impact on our business of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended, and the rules and regulations issued thereunder;

•

the effect of changes to tax legislation and our tax position; and

•

the tax status of the enterprises in which we may invest.

In addition, words such as “anticipate,” “believe,” “expect” and “intend” indicate a forward-looking statement, although not all forward-looking statements include these words. The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason. Factors that could cause actual results to differ materially include:

•

changes in the economy;

•

risks associated with possible disruption in our operations or the economy generally due to terrorism or natural disasters; and

•

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

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We have based the forward-looking statements included in this quarterly report on Form 10-Q on information available to us on the date of this quarterly report on Form 10-Q. Except as required by the federal securities laws, we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise. Shareholders are advised to consult any additional disclosures that we may make directly to shareholders or through reports that we may file in the future with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. The forward-looking statements and projections contained in this quarterly report on Form 10-Q are excluded from the safe harbor protection provided by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Overview

We were formed as a Delaware statutory trust under the Delaware Statutory Trust Act on September 16, 2010 and formally commenced investment operations on July 18, 2011. We are an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act and has elected to be treated for U.S. federal income tax purposes, and intends to qualify annually, as a RIC under Subchapter M of the Code. In November 2016, we closed our continuous public offering of common shares to new investors.

Our investment activities are managed by FS/EIG Advisor and supervised by our board of trustees, a majority of whom are independent. Under the FS/EIG investment advisory agreement, we have agreed to pay FS/EIG Advisor an annual base management fee based on the average weekly value of our gross assets and an incentive fee based on our performance.

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

Our investment policy is to invest, under normal circumstances, at least 80% of our total assets in securities of Energy companies. This investment policy may not be changed without at least 60 days’ prior notice to holders of our common shares of any such change.

We are primarily focused on the following seven investment themes: (i) basin-on-basin competition in U.S. shale, (ii) globalization of natural gas, (iii) coal retirements and the evolving energy generation mix, (iv) renewables focused on power grid parity, (v) export infrastructure for emerging U.S. producers, (vi) market liberalization opening new markets, and (vii) midstream infrastructure connecting new supplies. However, we may pursue other investment opportunities if we believe it is in our best interests and consistent with our investment objectives.

Our investment objective is to generate current income and long-term capital appreciation. We have identified and intend to focus on the following investment categories, which we believe will allow us to generate an attractive total return with an acceptable level of risk.

Direct Originations: Through FS/EIG Advisor, we intend to directly source investment opportunities across the Energy industry. Such investments are typically originated and structured through a negotiated process in which we directly participate and are not generally available to the broader market. These investments may include both debt and equity components. We believe directly originated investments may offer higher returns and more favorable protections than broadly syndicated transactions.

Broadly Syndicated/Other: Although our primary focus is to invest in directly originated transactions, in certain circumstances we will also invest in the broadly syndicated loan and high yield markets. Broadly syndicated loans and bonds are generally more liquid than our directly originated investments and provide a complement to our less liquid strategies.

In the case of broadly syndicated investments, we generally intend to capitalize on market inefficiencies by investing in loans, bonds, and other asset classes where the market price of such investment reflects a lower value than we believe is warranted based on our fundamental analysis, providing us with an opportunity to earn an attractive return on our investment.

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Our portfolio is comprised primarily of income-oriented securities, which generally refers to debt securities and income-oriented preferred and common equity interests, of privately-held Energy companies within the United States. We intend to weight our portfolio towards senior and subordinated debt. Our debt investments may take the form of corporate or project loans or bonds, may be secured or unsecured and may, in some cases, be accompanied by yield enhancements. These yield enhancements are typically expected to include royalty interests in mineral, oil and gas properties, warrants, options, net profits interests, cash flow participations or other forms of equity participation that can provide additional consideration or ‘‘upside’’ in a transaction. Our portfolio may also be comprised of select income-oriented preferred or common equity interests, which refers to equity interests that pay consistent, high-yielding dividends, that we believe will produce both current income and long-term capital appreciation. These income-oriented preferred or common equity interests may include interests in master limited partnerships. In connection with certain of our debt investments or any restructuring of these debt investments, we may on occasion receive equity interests, including warrants or options, as additional consideration or otherwise in connection with a restructuring.

Revenues

The principal measure of our financial performance is net increase or decrease in net assets resulting from operations, which includes net investment income, net realized gain or loss on investments, net realized gain or loss on foreign currency, net change in unrealized appreciation or depreciation on investments and net change in unrealized gain or loss on foreign currency. Net investment income is the difference between our income from interest, dividends, fees and other investment income and our operating and other expenses. Net realized gain or loss on investments is the difference between the proceeds received from dispositions of portfolio investments and their amortized cost, including the respective realized gain or loss on foreign currency for those foreign denominated investment transactions. Net realized gain or loss on foreign currency is the portion of realized gain or loss attributable to foreign currency fluctuations. Net change in unrealized appreciation or depreciation on investments is the net change in the fair value of our investment portfolio, including the respective unrealized gain or loss on foreign currency for those foreign denominated investments. Net change in unrealized gain or loss on foreign currency is the net change in the value of receivables or accruals due to the impact of foreign currency fluctuations.

We principally generate revenues in the form of interest income on the debt investments we hold. We also generate revenues in the form of dividends and other distributions on the equity or other securities we may hold. In addition, we may generate revenues in the form of non-recurring commitment, closing, origination, structuring or diligence fees, fees for providing managerial assistance, consulting fees, prepayment fees and performance-based fees.

Expenses

Our primary operating expenses include the payment of management and incentive fees and other expenses under the FS/EIG investment advisory agreement, interest expense from financing arrangements and other indebtedness, and other expenses necessary for our operations. The management and incentive fees compensate FS/EIG Advisor for its work in identifying, evaluating, negotiating, executing, monitoring and servicing our investments.

FS/EIG Advisor oversees our day-to-day operations, including the provision of general ledger accounting, fund accounting, legal services, investor relations, certain government and regulatory affairs activities, and other administrative services. FS/EIG Advisor also performs, or oversees the performance of, our corporate operations and required administrative services, which includes being responsible for the financial records that we are required to maintain and preparing reports for our shareholders and reports filed with the SEC. In addition, FS/EIG Advisor assists us in calculating our net asset value, overseeing the preparation and filing of tax returns and the printing and dissemination of reports to our shareholders, and generally overseeing the payment of our expenses and the performance of administrative and professional services rendered to us by others.

We reimburse FS/EIG Advisor for expenses necessary to perform services related to our administration and operations, including FS/EIG Advisor’s allocable portion of the compensation and related expenses of certain personnel of FS Investments and EIG providing administrative services to us on behalf of FS/EIG

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Advisor. We reimburse FS/EIG Advisor no less than monthly for all costs and expenses incurred by FS/EIG Advisor in performing its obligations and providing personnel and facilities under the FS/EIG investment advisory agreement. FS/EIG Advisor allocates the cost of such services to us based on factors such as time allocations and other reasonable metrics. Our board of trustees reviews the methodology employed in determining how the expenses are allocated to us and assesses the reasonableness of such reimbursements for expenses allocated to us based on the breadth, depth and quality of such services as compared to the estimated cost to us of obtaining similar services from third-party service providers known to be available. In addition, our board of trustees considers whether any single third-party service provider would be capable of providing all such services at comparable cost and quality. Finally, our board of trustees compares the total amount paid to FS/EIG Advisor for such services as a percentage of our net assets to the same ratio as reported by other comparable BDCs.

We bear all other expenses of our operations and transactions, including all other expenses incurred by FS/EIG Advisor in performing services for us and administrative personnel paid by FS Investments and EIG.

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

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

Portfolio Investment Activity for the Three and Nine Months Ended September 30, 2018 and for the Year Ended December 31, 2017

Total Portfolio Activity

The following tables present certain selected information regarding our portfolio investment activity for the three and nine months ended September 30, 2018:

Net Investment Activity	For the Three Months Ended September 30, 2018			For the Nine Months Ended September 30, 2018
Purchases		$	502,652		$	1,291,089
Sales and Repayments			(274,078)			(1,572,644)
Net Portfolio Activity		$	228,574		$	(281,555)

	For the Three Months Ended September 30, 2018					For the Nine Months Ended September 30, 2018
New Investment Activity by Asset Class	Purchases			Percentage		Purchases			Percentage
Senior Secured Loans—First Lien		$	161,663		32%		$	414,560		32%
Senior Secured Loans—Second Lien			94,931		19%			109,589		8%
Senior Secured Bonds			17,212		3%			86,612		7%
Subordinated Debt			185,161		37%			306,906		24%
Equity/Other			43,685		9%			373,422		29%
Total		$	502,652		100%		$	1,291,089		100%

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The following table summarizes the composition of our investment portfolio at cost and fair value as of September 30, 2018 and December 31, 2017:

	September 30, 2018 (Unaudited)								December 31, 2017
	Amortized Cost(1)			Fair Value			Percentage of Portfolio		Amortized Cost(1)			Fair Value			Percentage of Portfolio
Senior Secured Loans—First Lien		$	1,008,714		$	968,673		26%		$	961,883		$	924,926		23%
Senior Secured Loans—Second Lien			702,241			623,391		17%			860,470			796,524		20%
Senior Secured Bonds			552,010			568,332		15%			664,542			660,151		17%
Subordinated Debt			778,558			778,157		21%			1,229,790			1,203,524		30%
Equity/Other			967,932			789,336		21%			641,081			411,580		10%
Total		$	4,009,455		$	3,727,889		100%		$	4,357,766		$	3,996,705		100%

(1)

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

The following table presents certain selected information regarding the composition of our investment portfolio as of September 30, 2018 and December 31, 2017:

	September 30, 2018	December 31, 2017
Number of Portfolio Companies	73	76
% Variable Rate (based on fair value)	37.4%	40.1%
% Fixed Rate (based on fair value)	41.4%	49.6%
% Income Producing Equity/Other Investments (based on fair value)	10.5%	0.7%
% Non-Income Producing Equity/Other Investments (based on fair value)	10.7%	9.6%
Average Annual EBITDA of Portfolio Companies	$163,922	$188,168
Weighted Average Purchase Price of Debt Investments (as a % of par value)	97.9%	97.0%
% of Investments on Non-Accrual (based on fair value)	3.1%	2.6%
Gross Portfolio Yield Prior to Leverage (based on amortized cost)	8.1%	8.0%
Gross Portfolio Yield Prior to Leverage (based on amortized cost)—Excluding Non-Income Producing Assets	10.2%	9.8%

Based on our regular monthly cash distribution rate of $0.041667 per share as of September 30, 2018, and the price at which we issued shares pursuant to our distribution reinvestment plan of $6.65 per share, the annualized distribution rate to shareholders as of September 30, 2018 was 7.52%. Based on our regular monthly cash distribution rate of $0.059042 per share as of December 31, 2017, and the price at which we issued shares pursuant to our distribution reinvestment plan of $6.70 per share, the annualized distribution rate to shareholders as of December 31, 2017 was 10.57%. For the nine months ended September 30, 2018 and year ended December 31, 2017, our total return was 4.70% and (3.65)%, respectively, and our total return without assuming reinvestment of distributions was 4.66% and (3.29)%, respectively

Our estimated gross portfolio yield and annualized distribution rate to shareholders do not represent actual investment returns to shareholders. Our gross annual portfolio yield and distribution rate to shareholders are subject to change and in the future may be greater or less than the rates set forth above. See the sections entitled “Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2017 and in our other periodic reports filed with the SEC for a discussion of the uncertainties, risks and assumptions associated with these statements.

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Direct Originations

The following tables present certain selected information regarding our direct originations for the three and nine months ended September 30, 2018:

New Direct Originations	For the Three Months Ended September 30, 2018			For the Nine Months Ended September 30, 2018
Total Commitments (including unfunded commitments)		$	134,881		$	624,980
Exited Investments (including partial paydowns)			(63,183)			(234,362)
Net Direct Originations		$	71,698		$	390,618

	For the Three Months Ended September 30, 2018					For the Nine Months Ended September 30, 2018
New Direct Originations by Asset Class (including Unfunded Commitments)	Commitment Amount			Percentage		Commitment Amount			Percentage
Senior Secured Loans—First Lien		$	50,758		38%		$	179,973		29%
Senior Secured Loans—Second Lien			84,123		62%			92,690		15%
Senior Secured Bonds			—		—			—		—
Subordinated Debt			—		—			13,636		2%
Equity/Other			—		—			338,681		54%
Total		$	134,881		100%		$	624,980		100%

	For the Three Months Ended September 30, 2018	For the Nine Months Ended September 30, 2018
Average New Direct Origination Commitment Amount	$26,976	$28,233
Weighted Average Maturity for New Direct Originations	4/7/23	1/18/24
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of Direct Originations Funded during Period	11.6%	11.2%
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of Direct Originations Funded during Period—Excluding Non-Income Producing Assets	11.6%	11.3%
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of Direct Originations Exited during Period	10.1%	10.4%

The following table presents certain selected information regarding our direct originations as of September 30, 2018 and December 31, 2017:

Characteristics of All Direct Originations held in Portfolio	September 30, 2018	December 31, 2017
Number of Portfolio Companies	46	36
Average Annual EBITDA of Portfolio Companies	$102,348	$77,664
Average Leverage Through Tranche of Portfolio Companies—Excluding Equity/Other Securities	6.3x	5.7x
% of Investments on Non-Accrual (based on fair value)	4.4%	2.6%
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of Funded Direct Originations	8.0%	7.4%
Gross Portfolio Yield Prior to Leverage (based on amortized cost) of Funded Direct Originations—Excluding Non-Income Producing Assets	10.8%	9.8%

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Portfolio Composition by Strategy

The table below summarizes the composition of our investment portfolio by strategy and enumerates the percentage, by fair value, of the total portfolio assets in such strategies as of September 30, 2018 and December 31, 2017:

	September 30, 2018					December 31, 2017
Portfolio Composition by Strategy	Fair Value			Percentage of Portfolio		Fair Value			Percentage of Portfolio
Direct Originations		$	2,668,324		72%		$	2,277,397		57%
Broadly Syndicated/Other			1,059,565		28%			1,719,308		43%
Total		$	3,727,889		100%		$	3,996,705		100%

See Note 6 to our unaudited consolidated financial statements included herein for additional information regarding our investment portfolio.

Portfolio Asset Quality

In addition to various risk management and monitoring tools, FS/EIG Advisor uses, and FS Advisor historically used, an investment rating system to characterize and monitor the expected level of returns on each investment in our portfolio. FS/EIG Advisor uses, and FS Advisor historically used, an investment rating scale of 1 to 5. The following is a description of the conditions associated with each investment rating:

Investment Rating			Summary Description
1			Investment exceeding expectations and/or capital gain expected.
2			Performing investment generally executing in accordance with the portfolio company’s business plan—full return of principal and interest expected.
3			Performing investment requiring closer monitoring.
4			Underperforming investment—some loss of interest or dividend possible, but still expecting a positive return on investment.
5			Underperforming investment with expected loss of interest and some principal.

The following table shows the distribution of our investments on the 1 to 5 investment rating scale at fair value as of September 30, 2018 and December 31, 2017:

	September 30, 2018					December 31, 2017
Investment Rating	Fair Value			Percentage of Portfolio		Fair Value			Percentage of Portfolio
1		$	—		—		$	99,205		2%
2			3,367,936		90%			3,125,386		78%
3			169,587		5%			546,153		14%
4			—		—			—		—
5			190,366		5%			225,961		6%
Total		$	3,727,889		100%		$	3,996,705		100%

The amount of the portfolio in each grading category may vary substantially from period to period resulting primarily from changes in the composition of the portfolio as a result of new investment, repayment and exit activities. In addition, changes in the grade of investments may be made to reflect our expectation of performance and changes in investment values.

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Results of Operations

Comparison of the Three and Nine Months Ended September 30, 2018 and 2017

Revenues

Our investment income for the three and nine months ended September 30, 2018 and 2017 was as follows:

	Three Months Ended September 30,										Nine Months Ended September 30,
	2018					2017					2018					2017
	Amount			Percentage of Total Income		Amount			Percentage of Total Income		Amount			Percentage of Total Income		Amount			Percentage of Total Income
Interest income		$	75,707		94%		$	84,676		84%		$	228,841		92%		$	255,464		80%
Paid-in-kind interest income			2,510		3%			9,339		9%			7,455		3%			26,418		8%
Fee income			1,974		3%			7,056		7%			11,940		5%			38,075		12%
Dividend Income			150		0%			—		—			150		0%			—		—
Total investment income(1)		$	80,341		100%		$	101,071		100%		$	248,386		100%		$	319,957		100%

(1)

For the three months ended September 30, 2018 and 2017, such revenues represent $74,282 and $86,460, respectively, of cash income earned as well as $6,059 and $14,611, respectively, in non-cash portions relating to accretion of discount and PIK interest, respectively. For the nine months ended September 30, 2018 and 2017, such revenues represent $231,839 and $279,323, respectively, of cash income earned as well as $16,547 and $40,634, respectively, in non-cash portions relating to accretion of discount and PIK interest. Cash flows related to such non-cash revenues may not occur for a number of reporting periods or years after such revenues are recognized.

The level of interest income we receive is generally related to the balance of income-producing investments multiplied by the weighted average yield of our investments. We expect the dollar amount of interest income that we earn to increase as both the interest rates attributed to the investments within our investment portfolio and the proportion of directly originated investments in our investment portfolio increases. The decrease in the amount of interest income and PIK income for the three and nine months ended September 30, 2018 compared to the three and nine months ended September 30, 2017 was primarily due to a temporary decrease in the size of our investment portfolio.

Fee income is transaction based, and typically consists of prepayment fees and structuring fees. As such, future fee income is generally dependent on new direct origination investments and the occurrence of events at existing portfolio companies resulting in such fees. The decrease in the amount of fee income for the three and nine months ended September 30, 2018 compared to the three and nine months ended September 30, 2017 was primarily due to the decrease of structuring and prepayment activity.

Expenses

Our operating expenses for the three and nine months ended September 30, 2018 and 2017 were as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Management fees		$	16,977		$	22,031		$	52,393		$	67,104
Subordinated income incentive fees			—			—			—			10,499
Administrative services expenses			1,211			611			2,806			2,218
Share transfer agent fees			658			658			1,951			2,066
Accounting and administrative fees			312			384			1,012			1,216
Interest expense			17,714			13,648			45,983			35,454
Trustees’ fees			187			244			821			744
Expenses associated with our independent audit and related fees			131			132			340			393
Legal fees			174			74			538			202
Printing fees			205			305			749			1,212
Other			1,446			52			2,162			865
Total operating expenses			39,015			38,139			108,755			121,973
Less: Expense reimbursement from sponsor			—			(7,095)			—			(25,315)
Plus: Expense recoupement due to sponsor			—			—			—			2,858
Net operating expenses		$	39,015		$	31,044		$	108,755		$	99,516

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The following table reflects selected expense ratios as a percent of average net assets for the three and nine months ended September 30, 2018 and 2017:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
Ratio of operating expenses to average net assets		1.34%		1.21%		3.75%		3.71%
Ratio of expense reimbursement to (from) sponsor to average net assets		—		(0.23)%		—		(0.69)%
Ratio of net operating expenses to average net assets		1.34%		0.98%		3.75%		3.02%
Ratio of income incentive fees and interest expense to average net assets(1)		(0.61)%		(0.43)%		(1.58)%		(1.40)%
Ratio of net operating expenses to average net assets, excluding certain expenses		0.73%		0.55%		2.17%		1.62%

(1)

Ratio may be rounded in order to recompute the ending ratio of net operating expenses, excluding certain expenses, to average net assets.

Incentive fees and interest expense, among other things, may increase or decrease our expense ratios relative to comparative periods depending on portfolio performance and changes in benchmark interest rates such as LIBOR, among other factors.

Expense Reimbursement

During the three months ended September 30, 2018 and 2017, we accrued $0 and $7,095, respectively, for expense reimbursements that FS Investments or FS/EIG Advisor agreed to pay. During the nine months ended months ended September 30, 2018 and 2017, we accrued $0 and $25,315, respectively, for expense reimbursements. Under the expense reimbursement agreement and the FS/EIG expense reimbursement agreement, amounts reimbursed to us by FS Investments or FS/EIG Advisor, respectively, may become subject to repayment by us in the future. During the three months ended September 30, 2018 and 2017, we did not accrue any expense recoupments payable to FS Advisor or its affiliates. During the nine months ended September 30, 2018 and 2017, we accrued and paid $0 and $2,858, respectively, of expense recoupments to FS Advisor or its affiliates. See “—Overview—Expenses” for a discussion of the expense reimbursement agreement and the FS/EIG expense reimbursement agreement, each of which has been terminated.

Net Investment Income

Our net investment income totaled $41,326 ($0.09 per share) and $70,027 ($0.16 per share) for the three months ended September 30, 2018 and 2017, respectively, and $139,631 ($0.32 per share) and $220,441 ($0.50 per share) for the nine months ended September 30, 2018 and 2017. The decrease in net investment income for the three and nine months ended September 30, 2018 compared to the three and nine months ended September 30, 2017 can be attributed primarily to a decrease in investment income and an increase in interest expense.

Net Realized Gains or Losses

Our net realized gains (losses) on investments and foreign currency for the three and nine months ended September 30, 2018 and 2017, were as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Net realized gain (loss) on investments(1)		$	(5,694)		$	6,211		$	(84,138)		$	(70,244)
Net realized gain (loss) on foreign currency			—			—			—			1
Total net realized gain (loss)		$	(5,694)		$	6,211		$	(84,138)		$	(70,243)

(1)

We sold investments and received principal repayments of $194,710 and $79,368, respectively, during the three months ended September 30, 2018 and $306,350 and $3,918, respectively, during the three months ended September 30, 2017. We sold investments and received principal repayments of $1,151,278 and $421,366, respectively, during the nine months ended September 30, 2018 and $531,736 and $549,613, respectively, during the nine months ended September 30, 2017.

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

Our net change in unrealized appreciation (depreciation) on investments and foreign currency for the three and nine months ended September 30, 2018 and 2017 were as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Net change in unrealized appreciation (depreciation) on investments		$	51,662		$	(7,263)		$	79,495		$	(168,614)
Net change in unrealized appreciation (depreciation) on foreign currency			1			(1)			21			51
Total net change in unrealized appreciation (depreciation)		$	51,663		$	(7,264)		$	79,516		$	(168,563)

During the three months ended September 30, 2018, the net change in unrealized appreciation (depreciation) on our investments was primarily driven by the performance of our broadly syndicated and directly originated investments. During the nine months ended September 30, 2018, the net change in unrealized appreciation (depreciation) on our investments was primarily driven by the performance of our broadly syndicated and directly originated investments and the conversion of unrealized depreciation to realized losses. During the three and nine months ended September 30, 2017, the net change in unrealized appreciation (depreciation) on our investments was primarily driven by the performance of our directly originated investments.

Net Increase (Decrease) in Net Assets Resulting from Operations

For the three months ended September 30, 2018 and 2017, the net increase (decrease) in net assets resulting from operations was $87,295 ($0.20 per share) and $68,974 ($0.16 per share), respectively. For the nine months ended September 30, 2018 and 2017, the net increase (decrease) in net assets resulting from operations was $135,009 ($0.31 per share) and $(18,365) ($(0.04) per share), respectively.

Financial Condition, Liquidity and Capital Resources

Overview

As of September 30, 2018, we had $350,753 in cash, which we or our wholly-owned subsidiaries held in custodial accounts, and $413,333 in borrowings available under our financing arrangements, subject to borrowing base and other limitations. As of September 30, 2018, we also had broadly syndicated investments that could be sold to create additional liquidity. As of September 30, 2018, we had nine senior secured loan investments with aggregate unfunded commitments of $107,271 and two equity/other investments with aggregate unfunded commitments of $2,754. We maintain sufficient cash on hand, available borrowings and liquid securities to fund such unfunded commitments should the need arise.

We generate cash primarily from the issuance of shares under our distribution reinvestment plan and from cash flows from fees, interest and dividends earned from our investments as well as principal repayments and proceeds from sales of our investments. To seek to enhance our returns, we also employ leverage as market conditions permit and at the discretion of FS/EIG Advisor, but in no event will leverage employed exceed 50% of the value of our assets, as required by the 1940 Act. See “—Financing Arrangements.”

Prior to investing in securities of portfolio companies, we invest the net proceeds from the issuance of shares under our distribution reinvestment plan as well as from sales and paydowns of existing investments primarily in cash, cash equivalents, including money market funds, U.S. government securities, repurchase agreements and high-quality debt instruments maturing in one year or less from the time of investment, consistent with our BDC election and our election to be taxed as a RIC.

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Financing Arrangements

The following table presents a summary of information with respect to our outstanding financing arrangements as of September 30, 2018:

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

(1)

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

(2)

As of September 30, 2018, the fair value of the Senior Secured Notes was approximately $510,625.

For additional information regarding our outstanding financing arrangements, see Note 8 to our unaudited consolidated financial statements included herein.

RIC Tax Treatment and Distributions

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

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

During certain periods, our distributions may exceed our earnings. As a result, it is possible that a portion of the distributions we make will represent a return of capital. A return of capital generally is a return of an investor’s investment rather than a return of earnings or gains derived from our investment

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activities and will be made after deducting the fees and expenses payable in connection with our continuous public offering, including any fees payable to FS/EIG Advisor. Moreover, a return of capital will generally not be taxable, but will reduce each shareholder’s cost basis in our common shares, and will result in a higher reported capital gain or lower reported capital loss when the common shares on which such return of capital was received are sold. Each year a statement on Form 1099-DIV identifying the sources of the distributions will be mailed to our shareholders.

We intend to continue to make our regular distributions in the form of cash, out of assets legally available for distribution, unless shareholders elect to receive their distributions in additional common shares under our distribution reinvestment plan. Any distributions reinvested under the plan will nevertheless remain taxable to a U.S. shareholder.

The following table reflects the cash distributions per share that we have declared and paid on our common shares during the nine months ended September 30, 2018 and 2017:

	Distribution
For the Three Months Ended	Per Share			Amount
Fiscal 2017
March 31, 2017		$	0.17713		$	77,984
June 30, 2017			0.17713			78,374
September 30, 2017			0.17713			78,115
Total		$	0.53138		$	234,473
Fiscal 2018
March 31, 2018		$	0.12500		$	54,823
June 30, 2018			0.12500			54,811
September 30, 2018			0.12500			54,724
Total		$	0.37500		$	164,358

See Note 5 to our unaudited consolidated financial statements included herein for additional information regarding our distributions, including a reconciliation of our GAAP-basis net investment income to our tax-basis net investment income, the components of accumulated earnings on a tax basis and deferred taxes.

Critical Accounting Policies

Our financial statements are prepared in conformity with GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Critical accounting policies are those that require the application of management’s most difficult, subjective or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. In preparing the financial statements, management has made estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. In preparing the financial statements, management has utilized available information, including our past history, industry standards and the current economic environment, among other factors, in forming its estimates and judgments, giving due consideration to materiality. Actual results may differ from these estimates. In addition, other companies may utilize different estimates, which may impact the comparability of our results of operations to those of companies in similar businesses. As we execute our operating plans, we will describe additional critical accounting policies in the notes to our future financial statements in addition to those discussed below.

Valuation of Portfolio Investments

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

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

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

•

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

•

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

•

preliminary valuations are then discussed with the valuation committee;

•

the valuation committee reviews the preliminary valuations and FS/EIG Advisor’s management team, together with our independent third-party valuation services, if applicable, supplements the preliminary valuations to reflect any comments provided by the valuation committee;

•

following its review, the valuation committee will recommend that our board of trustees approve our fair valuations; and

•

our board of trustees discusses the valuations and determines the fair value of each such investment in our portfolio in good faith based on various statistical and other factors, including the input and recommendation of FS/EIG Advisor, the valuation committee and any independent third-party valuation services, if applicable.

Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements refer to the uncertainty with respect to the possible effect of such valuations and any change in such valuations on our consolidated financial statements. In making its determination of fair value, our board of trustees may use any approved independent third-party pricing or valuation services. However, our board of trustees is not required to determine fair value in accordance with the valuation provided by any single source, and may use any relevant data, including information obtained from FS/EIG Advisor or any approved independent third-party valuation or pricing service that our board of trustees deems to be reliable in determining fair value under the circumstances. Below is a description of factors that FS/EIG Advisor’s management team, any approved independent third-party valuation services and our board of trustees may consider when determining the fair value of our investments.

Valuation of fixed income investments, such as loans and debt securities, depends upon a number of factors, including prevailing interest rates for like securities, expected volatility in future interest rates, call features, put features and other relevant terms of the debt. For investments without readily available market prices, we may incorporate these factors into discounted cash flow models to arrive at fair value. Other factors that may be considered include the borrower’s ability to adequately service its debt, the fair market value of the portfolio company in relation to the face amount of its outstanding debt and the quality of collateral securing our debt investments.

For convertible debt securities, fair value generally approximates the fair value of the debt plus the fair value of an option to purchase the underlying security (i.e., the security into which the debt may convert) at the conversion price. To value such an option, a standard option pricing model may be used.

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Our equity interests in portfolio companies for which there is no liquid public market are valued at fair value. Our board of trustees, in its determination of fair value, may consider various factors, such as multiples of EBITDA, cash flows, net income, revenues or, in limited instances, book value or liquidation value. All of these factors may be subject to adjustments based upon the particular circumstances of a portfolio company or our actual investment position. For example, adjustments to EBITDA may take into account compensation to previous owners or acquisition, recapitalization, restructuring or other related items.

FS/EIG Advisor’s management team, any approved independent third-party valuation services and our board of trustees may also consider private merger and acquisition statistics, public trading multiples discounted for illiquidity and other factors, valuations implied by third-party investments in the portfolio companies or industry practices in determining fair value. FS/EIG Advisor’s management team, any approved independent third-party valuation services and our board of trustees may also consider the size and scope of a portfolio company and its specific strengths and weaknesses, and may apply discounts or premiums, where and as appropriate, due to the higher (or lower) financial risk and/or the smaller size of portfolio companies relative to comparable firms, as well as such other factors as our board of trustees, in consultation with FS/EIG Advisor’s management team and any approved independent third-party valuation services, if applicable, may consider relevant in assessing fair value. Generally, the value of our equity interests in public companies for which market quotations are readily available is based upon the most recent closing public market price. Portfolio securities that carry certain restrictions on sale are typically valued at a discount from the public market value of the security.

When we receive warrants or other equity securities at nominal or no additional cost in connection with an investment in a debt security, the cost basis in the investment will be allocated between the debt securities and any such warrants or other equity securities received at the time of origination. Our board of trustees subsequently values these warrants or other equity securities received at their fair value.

The fair values of our investments are determined in good faith by our board of trustees. Our board of trustees is solely responsible for the valuation of our portfolio investments at fair value as determined in good faith pursuant to our valuation policy and consistently applied valuation process. Our board of trustees has delegated day-to-day responsibility for implementing our valuation policy to FS/EIG Advisor’s management team, and has authorized FS/EIG Advisor’s management team to utilize independent third-party valuation and pricing services that have been approved by our board of trustees. The valuation committee is responsible for overseeing FS/EIG Advisor’s implementation of the valuation process.

See Note 7 to our unaudited consolidated financial statements included herein for additional information regarding the fair value of our financial instruments.

Revenue Recognition

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

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

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Effective January 1, 2018, we adopted Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, using the cumulative effect method applied to in-scope contracts with customers that have not been completed as of the date of adoption. We did not identify any in-scope contracts that had not been completed as of the date of adoption and, as a result, we did not recognize a cumulative effect on shareholders’ equity in connection with the adoption of the new revenue recognition guidance.

The new revenue recognition guidance applies to all entities and all contracts with customers to provide goods or services in the ordinary course of business, excluding, among other things, financial instruments as well as certain other contractual rights and obligations. Under the new revenue recognition guidance, which we have applied to all new in-scope contracts as of the date of adoption, structuring and other upfront fees are recognized as revenue based on the transaction price as the performance obligation is fulfilled. The related performance obligation consists of structuring activities and is satisfied over time as such activities are performed. Consideration is variable and is constrained from being included in the transaction price until the uncertainty associated with the variable consideration is resolved, typically as of the trade date of the related transaction. Payment is typically due on the settlement date of the related transaction.

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

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

Uncertainty in Income Taxes

We evaluate our tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax benefits or liabilities in our consolidated financial statements. Recognition of a tax benefit or liability with respect to an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. We recognize interest and penalties, if any, related to unrecognized tax liabilities as income tax expense in our consolidated statements of operations. During the nine months ended September 30, 2018 and 2017, we did not incur any interest or penalties.

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

Contractual Obligations

We have entered into an agreement with FS/EIG Advisor to provide us with investment advisory and administrative services. Payments for investment advisory services under the FS/EIG investment advisory agreement are equal to 1.75% of the average weekly value of our gross assets and an incentive fee based on our performance. Base management fees are paid on a quarterly basis in arrears. FS/EIG Advisor agreed to waive incentive fees on income for a period of twelve months ending December 31, 2018. See Note 4 to our unaudited consolidated financial statements included herein for a discussion of these agreements and for the amount of fees and expenses accrued under these similar agreements with FS Advisor and FS/EIG Advisor during the nine months ended September 30, 2018 and 2017.

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A summary of our significant contractual payment obligations for the repayment of outstanding indebtness at September 30, 2018 is as follows:

		Payments Due By Period
	Maturity Date(1)	Total			Less than 1 year			1–3 years		3–5 years			More than 5 years
Goldman Facility(2)	September 15, 2019		$	425,000		$	425,000		—			—		—
JPMorgan Facility(3)	February 16, 2023		$	206,667			—		—		$	206,667		—
Senior Secured Notes(2)	August 15, 2023		$	500,000			—		—		$	500,000		—

(1)

Amounts outstanding under the financing arrangements will mature, and all accrued and unpaid interest thereunder will be due and payable, on the maturity date.

(2)

At September 30, 2018, no amounts remained unused under the financing arrangement.

(3)

At September 30, 2018, $413,333 remained unused under the financing arrangement.

Off-Balance Sheet Arrangements

We currently have no off-balance sheet arrangements, including any risk management of commodity pricing or other hedging practices.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

We are subject to financial market risks, including changes in interest rates. As of September 30, 2018, 37.4% of our portfolio investments (based on fair value) paid variable interest rates, 41.4% paid fixed interest rates, 10.5% were income producing equity/other investments and the remainder (10.7%) consisted of non-income producing equity or other investments. A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to the variable rate investments we hold and to declines in the value of any fixed rate investments we hold. However, many of our variable rate investments provide for an interest rate floor, which may prevent our interest income from increasing until benchmark interest rates increase beyond a threshold amount. To the extent that a substantial portion of our investments may be in variable rate investments, an increase in interest rates beyond this threshold would make it easier for us to meet or exceed the hurdle rate applicable to the subordinated incentive fee on income and may result in a substantial increase in our net investment income and to the amount of incentive fees payable to FS/EIG Advisor with respect to our increased pre-incentive fee net investment income.

Pursuant to the terms of each credit facility and financing arrangement, all credit facilities and financing arrangements, with the exception of the Senior Secured Notes, borrow at a floating rate based on a benchmark interest rate. Under the indenture governing the Senior Secured Notes, we pay interest to the holders of such notes at a fixed rate. To the extent that any present or future credit facilities or other financing arrangements that we or any of our subsidiaries enter into are based on a floating interest rate, we will be subject to risks relating to changes in market interest rates. In periods of rising interest rates when we or our subsidiaries have such debt outstanding or financing arrangements in effect, our interest expense would increase, which could reduce our net investment income, especially to the extent we hold fixed rate investments.

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The following table shows the effect over a twelve-month period of changes in interest rates on our interest income, interest expense and net interest income, assuming no changes in the composition of our investment portfolio, including the accrual status of our investments, and our borrowing arrangements in effect as of September 30, 2018 (dollar amounts are presented in thousands):

Basis Point Change in Interest Rates	Increase (Decrease) in Interest Income			Increase (Decrease) in Interest Expense			Increase (Decrease) in Net Interest Income			Percentage Change in Net Interest Income
Down 100 basis points		$	(13,204)		$	(6,056)		$	(7,148)		(2.8)%
No change			—			—			—		—
Up 100 basis points		$	12,877		$	5,767		$	7,110		2.8%
Up 300 basis points		$	38,630		$	17,302		$	21,328		8.5%
Up 500 basis points		$	64,383		$	28,836		$	35,547		14.1%

We expect that our long-term investments will be financed primarily with equity and debt. If deemed prudent, we may use interest rate risk management techniques in an effort to minimize our exposure to interest rate fluctuations. These techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations. During the nine months ended September 30, 2018 and 2017, we did not engage in interest rate hedging activities.

In addition, we may have risk regarding portfolio valuation. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Valuation of Portfolio Investments.”

Item 4.

Controls and Procedures.

As required by Rule 13a-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2018. Based on the foregoing, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that we would meet our disclosure obligations.

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) that occurred during the three month period ended September 30, 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1.

Legal Proceedings.

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

Item 1A.

Risk Factors.

There have been no material changes from the risk factors set forth in our annual report on Form 10-K for the year ended December 31, 2017, as supplemented by our quarterly report on Form 10-Q for the quarter ended March 31, 2018.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

The table below provides information concerning our repurchases of common shares during the three months ended September 30, 2018 pursuant to our share repurchase program and de minimis account liquidation.

Period	Total Number of Shares Purchased		Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
July 1, 2018 to July 31, 2018		5,214,091		$	6.60		5,214,091		(1)
August 1, 2018 to August 31, 2018		—			—		—		—
September 1, 2018 to September 30, 2018		—			—		—		—
Total		5,214,091		$	6.60		5,214,091		(1)

(1)

The maximum number of common shares available for repurchase pursuant to our share repurchase program on July 2, 2018 was 11,064,273. A description of the maximum number of common shares that may be repurchased under our share repurchase program and a description of the de minimis account liquidation are set forth in Note 3 to our unaudited consolidated financial statements contained in this quarterly report on Form 10-Q.

See Note 3 to our unaudited consolidated financial statements contained in this quarterly report on Form 10-Q for a more detailed discussion of the terms of our share repurchase program and de minimis account liquidation.

Item 3.

Defaults upon Senior Securities.

Not applicable.

Item 4.

Mine Safety Disclosures.

Not applicable.

Item 5.

Other Information.

Not applicable.

	Page
PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets as of September 30, 2018 (Unaudited) and December 31, 2017		1
Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2018 and 2017		2
Unaudited Consolidated Statements of Changes in Net Assets for the nine months ended September 30, 2018 and 2017		3
Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2018 and 2017		4
Consolidated Schedules of Investments as of September 30, 2018 (Unaudited) and December 31, 2017		5
Notes to Unaudited Consolidated Financial Statements		19
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		45
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		60
ITEM 4. CONTROLS AND PROCEDURES		61
PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS		62
ITEM 1A. RISK FACTORS		62
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		62
ITEM 3. DEFAULTS UPON SENIOR SECURITIES		62
ITEM 4. MINE SAFETY DISCLOSURES		62
ITEM 5. OTHER INFORMATION		62
ITEM 6. EXHIBITS		63
SIGNATURES		69

	3.1			Third Amended and Restated Declaration of Trust of FS Energy and Power Fund. (Incorporated by reference to Exhibit 3.1 to FS Energy and Power Fund’s Quarterly Report on Form 10-Q filed on August 10, 2017.)
	3.2			Amendment No. 1 to the Third Amended and Restated Declaration of Trust of FS Energy and Power Fund. (Incorporated by reference to Exhibit 3.2 to FS Energy and Power Fund’s Quarterly Report on Form 10-Q filed on August 10, 2017.)
	3.3			Second Amended and Restated Bylaws of FS Energy and Power Fund. (Incorporated by reference to Exhibit 3.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on June 1, 2017.)
	4.1			Second Amended and Restated Distribution Reinvestment Plan of FS Energy and Power Fund. (Incorporated by reference to Exhibit 4.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on October 17, 2016.)
	10.1			Investment Advisory and Administrative Services Agreement, dated as of April 9, 2018, by and between FS Energy and Power Fund and FS/EIG Advisor, LLC (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on April 9, 2018.)
	10.2			Investment Advisory and Administrative Services Agreement, dated as of April 28, 2011, by and between FS Energy and Power Fund and FS Investment Advisor, LLC. (Incorporated by reference to Exhibit (g)(1) filed with Amendment No. 3 to FS Energy and Power Fund’s registration statement on Form N-2 (File No. 333-169679) filed on May 6, 2011.)
	10.3			Amendment No. 1 dated as of August 10, 2012, to Investment Advisory and Administrative Services Agreement, dated as of April 28, 2011, by and between FS Energy and Power Fund and FS Investment Advisor, LLC. (Incorporated by reference to Exhibit 10.2 to FS Energy and Power Fund’s Quarterly Report on Form 10-Q filed on August 14, 2012.)
	10.4			Investment Sub-advisory Agreement, dated as of April 28, 2011, by and between FS Investment Advisor, LLC and GSO Capital Partners LP. (Incorporated by reference to Exhibit (g)(2) filed with Amendment No. 3 to FS Energy and Power Fund’s registration statement on Form N-2 (File No. 333-169679) filed on May 6, 2011.)
	10.5			Custodian Agreement, dated as of November 14, 2011, by and between State Street Bank and Trust Company and FS Energy and Power Fund. (Incorporated by reference to Exhibit 10.6 to FS Energy and Power Fund’s Quarterly Report on Form 10-Q filed on November 14, 2011.)
	10.6			Escrow Agreement, dated as of March 29, 2011, by and between FS Energy and Power Fund and UMB Bank, N.A. (Incorporated by reference to Exhibit (k) filed with Amendment No. 3 to FS Energy and Power Fund’s registration statement on Form N-2 (File No. 333-169679) filed on May 6, 2011.)
	10.7			Amended and Restated Credit Agreement, dated as of June 11, 2014, by and among FSEP Term Funding, LLC and Deutsche Bank AG, New York Branch. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on June 17, 2014.)
	10.8			First Amendment to Amended and Restated Credit Agreement, dated as of June 11, 2015, by and among FSEP Term Funding, LLC and Deutsche Bank AG, New York Branch (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on June 15, 2015.)
	10.9			Second Amendment to Amended and Restated Credit Agreement, dated as of June 10, 2016, by and among FSEP Term Funding, LLC, as borrower, Deutsche Bank AG, New York Branch, as administrative agent and a lender, and the other lenders party thereto. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on June 16, 2016.)

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

	10.24			Amended and Restated Expense Support and Conditional Reimbursement Agreement, dated May 16, 2013, by and between FS Energy and Power Fund and Franklin Square Holdings, L.P. (Incorporated by reference to Exhibit 99.1 to FS Energy and Power Fund’s Current report on Form 8-K filed on May 17, 2013.)
	10.25			Expense Support and Conditional Reimbursement Agreement, dated as of April 9, 2018, by and between FS Energy and Power Fund and FS/EIG Advisor, LLC. (Incorporated by reference to Exhibit 10.24 to FS Energy and Power Fund’s Form 10-Q filed on May 14, 2018.)
	10.26			Committed Facility Agreement, dated as of December 11, 2013, by and between Berwyn Funding LLC and BNP Paribas Prime Brokerage, Inc. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on December 17, 2013.)
	10.27			First Amendment Agreement, dated as of August 18, 2014, between BNP Paribas Prime Brokerage, Inc., on behalf of itself and as agent for the BNPP Entities, and Berwyn Funding LLC. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on August 21, 2014.)
	10.28			Fifth Amendment to the Committed Facility Agreement, dated as of May 4, 2016 by and between Berwyn Funding LLC and BNP Paribas Prime Brokerage, Inc. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on May 10, 2016.)
	10.29			U.S. PB Agreement, dated as of December 11, 2013, by and between Berwyn Funding LLC and BNP Paribas Prime Brokerage, Inc. (Incorporated by reference to Exhibit 10.2 to FS Energy and Power Fund’s Current Report on Form 8-K filed on December 17, 2013.)
	10.30			First Amendment to the U.S. PB Agreement, dated as of May 4, 2016, by and between Berwyn Funding LLC and BNP Paribas Prime Brokerage, Inc. (Incorporated by reference to Exhibit 10.2 to FS Energy and Power Fund’s Current Report on Form 8-K filed on May 10, 2016.)
	10.31			Special Custody and Pledge Agreement, dated as of December 11, 2013, by and among State Street Bank and Trust Company, Berwyn Funding LLC and BNP Paribas Prime Brokerage, Inc. (Incorporated by reference to Exhibit 10.3 to FS Energy and Power Fund’s Current Report on Form 8-K filed on December 17, 2013.)
	10.32			Investment Management Agreement, dated as of December 11, 2013, by and between FS Energy and Power Fund and Berwyn Funding LLC. (Incorporated by reference to Exhibit 10.4 to FS Energy and Power Fund’s Current Report on Form 8-K filed on December 17, 2013.)
	10.33			Loan and Servicing Agreement, dated as of September 9, 2014, among Wayne Funding LLC, as borrower, Wells Fargo Securities, LLC, as administrative agent, Wells Fargo Bank, National Association, as collateral agent, account bank and collateral custodian, and the other lenders and lender agents from time to time party thereto. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on September 15, 2014.)
	10.34			First Amendment to the Loan and Servicing Agreement, dated as of October 13, 2016, among Wayne Funding LLC, as Borrower, Wells Fargo Securities, LLC, as Administrative Agent, Wells Fargo Bank, National Association, as institutional lender, and Wells Fargo Bank, National Association, as collateral agent, account bank and collateral custodian. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on October 14, 2016.)
	10.35			Purchase and Sale Agreement, dated as of September 9, 2014, by and between Wayne Funding LLC, as purchaser, and FS Energy and Power Fund, as seller. (Incorporated by reference to Exhibit 10.2 to FS Energy and Power Fund’s Current Report on Form 8-K filed on September 15, 2014.)
	10.36			Collateral Management Agreement, dated as of September 9, 2014, by and between Wayne Funding LLC and FS Energy and Power Fund, as collateral manager. (Incorporated by reference to Exhibit 10.3 to FS Energy and Power Fund’s Current Report on Form 8-K filed on September 15, 2014.)

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

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

	10.63			First Amendment to Senior Secured Revolving Credit Agreement, dated as of March 14, 2018, among Bryn Mawr Funding, LLC, the lenders party thereto, Barclays Bank PLC, as administrative agent, and FS Energy and Power Fund. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on March 19, 2018.)
	10.64			Credit Agreement, dated as of April 19, 2017, among Gladwyne Funding LLC, Goldman Sachs Bank USA, as lender, sole lead arranger and administrative agent, Citibank, N.A., as collateral agent, and Virtus Group, LP, as collateral administrator. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on April 25, 2017.)
	10.65			Indenture, dated August 16, 2018, by and between FS Energy and Power Fund, U.S. Bank National Association, as trustee, and the guarantors named therein. (Incorporated by reference to Exhibit 4.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on August 22, 2018.)
	10.66			Senior Secured Credit Agreement, dated August 16, 2018, by and among FS Energy and Power Fund, the Lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent and the other parties signatory thereto. (Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund’s Current Report on Form 8-K filed on August 22, 2018.)
	10.67			Guarantee and Security Agreement, dated August 16, 2018, made by FS Energy and Power Fund and certain of FS Energy and Power Fund’s subsidiaries in favor of JPMorgan Chase Bank, N.A. as collateral agent. (Incorporated by reference to Exhibit 10.2 to FS Energy and Power Fund’s Current Report on Form 8-K filed on August 22, 2018.)
	10.68			Collateral Agency and Intercreditor Agreement, dated August 16, 2018, by and among FS Energy and Power Fund, FS Energy and Power Fund’s subsidiaries parties thereto, JPMorgan Chase Bank, N.A., as the initial credit facility representative, U.S. Bank National Association as the initial secured notes representative and JPMorgan Chase Bank, N.A., as collateral agent. (Incorporated by reference to Exhibit 10.3 to FS Energy and Power Fund’s Current Report on Form 8-K filed on August 22, 2018.)
	31.1*			Certification of Chief Executive Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended.
	31.2*			Certification of Chief Financial Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended.
	32.1*			Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

				FS Energy and Power Fund
				By:			/s/ MICHAEL C. FORMAN Michael C. Forman Chief Executive Officer (Principal Executive Officer)
				By:			/s/ EDWARD T. GALLIVAN, JR. Edward T. Gallivan, Jr. Chief Financial Officer (Principal Financial and Accounting Officer)