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

 

Date of Report (Date of earliest event reported):  September 9, 2013

 

FS Energy and Power Fund

 

(Exact name of Registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction

of incorporation)

 

814-00841

(Commission

File Number)

 

27-6822130

(I.R.S. Employer

Identification No.)

 

Cira Centre

2929 Arch Street, Suite 675

Philadelphia, Pennsylvania

(Address of principal executive offices)

 

 

19104

(Zip Code)

 

      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:

 

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

 

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

 

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

 

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

 
 

 Item 2.02. Results of Operations and Financial Condition.

 

On September 9, 2013, the board of trustees (the “Board”) of FS Energy and Power Fund (the “Company”) declared regular weekly cash distributions for September 2013 through December 2013. The regular weekly cash distributions, each in the amount of $0.012616 per share, will be payable monthly to shareholders of record as of the weekly record dates set forth below.

Record Date Payment Date Distribution Amount
September 3, 2013 September 25, 2013 $0.012616
September 10, 2013 September 25, 2013 $0.012616
September 17, 2013 September 25, 2013 $0.012616
September 24, 2013 September 25, 2013 $0.012616
October 1, 2013 October 30, 2013 $0.012616
October 8, 2013 October 30, 2013 $0.012616
October 15, 2013 October 30, 2013 $0.012616
October 22, 2013 October 30, 2013 $0.012616
October 29, 2013 October 30, 2013 $0.012616
November 5, 2013 November 27, 2013 $0.012616
November 12, 2013 November 27, 2013 $0.012616
November 19, 2013 November 27, 2013 $0.012616
November 26, 2013 November 27, 2013 $0.012616
December 3, 2013 December 31, 2013 $0.012616
December 10, 2013 December 31, 2013 $0.012616
December 17, 2013 December 31, 2013 $0.012616
December 24, 2013 December 31, 2013 $0.012616
December 31, 2013 December 31, 2013 $0.012616

 

Certain Information About Distributions

 

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 its taxable income and distributions paid, in each case, for the full year. Therefore, a determination as to the tax attributes of the distributions made on a quarterly basis may not be representative of the actual tax attributes for a full year. The Company intends to update shareholders quarterly with an estimated percentage of its distributions that resulted from taxable ordinary income. The actual tax characteristics of distributions to shareholders will be reported to shareholders annually on Form 1099-DIV. The payment of future distributions on the Company’s common shares is subject to the discretion of the Board and applicable legal restrictions, and therefore, there can be no assurance as to the amount or timing of any such future distributions.

 
 

 

 

The Company may fund its cash distributions to shareholders from any sources of funds available to it, including expense reimbursements from Franklin Square Holdings, L.P., as well as offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets and dividends or other distributions paid to it 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. There can be no assurance that the Company will be able to pay distributions at a specific rate or at all.

 

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 the Company.  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 the Company makes with the Securities and Exchange Commission.  The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

 

 

 
 

 

 

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.

 

 

    FS Energy and Power Fund
     
Date: September 11, 2013   By: /s/ Michael C. Forman
      Michael C. Forman
      President and Chief Executive Officer