UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

FS Energy and Power Fund

(Exact name of Registrant as specified in its charter)

Registrant’s telephone number, including area code: (215) 495-1150

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.                                        Other Events.

On June 6, 2013, FS Energy and Power Fund (“FSEP”) issued a press release announcing that, on June 4, 2013, the U.S. Securities and Exchange Commission (the “SEC”) granted an exemptive relief order (the “Order”) that permits FSEP and any of its wholly-owned subsidiaries, subject to the satisfaction of certain conditions, to engage in co-investment transactions that would otherwise be prohibited under the Investment Company Act of 1940, as amended (the “1940 Act”), with one or more affiliates of its investment adviser, FS Investment Advisor, LLC, including (i) FS Investment Corporation (“FSIC”), (ii) FS Investment Corporation II (“FSIC II” and, together with FSEP and FSIC, the “Existing Funds”), (iii) any future closed-end management investment company that elects to be regulated as a business development company under the 1940 Act that is advised by one of the investment advisers to the Existing Funds or any future affiliated investment adviser (a “Future Fund” and, together with the Existing Funds, the “Funds”), and (iv) any wholly-owned subsidiary of any Fund.

A copy of the press release announcing the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.                                        Financial Statements and Exhibits.

(d)  Exhibits.

Forward-Looking Statements

This Current Report on Form 8-K may contain certain forward-looking statements, including statements with regard to the future performance and operation of FSEP. Words such as “believes,” “expects,” “projects” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements, and some of these factors are enumerated in the filings FSEP makes with the SEC. FSEP undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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