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)

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:

 Item 2.02. Results of Operations and Financial Condition.

On December 24, 2013, FS Energy and Power Fund (the “Company”) increased its public offering price from $10.75 per share to $10.80 per share and increased the amount of the regular weekly cash distributions payable to shareholders of record from $0.012616 per share to $0.012675 per share in order to maintain its annual distribution rate at 6.10% (based on the $10.80 public offering price).

The increase in the public offering price was effective as of the Company’s December 26, 2013 weekly closing and first applied to subscriptions received from December 18, 2013 through December 24, 2013. The increase in the weekly distributions to $0.012675 per share will commence with the weekly cash distribution payable to shareholders of record as of December 31, 2013. The purpose of the increase in the public offering price was to ensure that the Company’s net asset value per share did not exceed the Company’s offering price per share, after deducting selling commissions and dealer manager fees, as required by the Investment Company Act of 1940, as amended.

The Company’s board of trustees (the “Board”) previously declared regular weekly cash distributions through March 2014. As such, distributions in the increased amount of $0.012675 per share will be payable monthly to shareholders of record as of the weekly record dates set forth below.

Share Price Guidance

If the Company’s strong portfolio performance continues, causing its net asset value per share to exceed its increased net offering price, the Board may further increase the per share offering price of its common shares for its future weekly closings. The Company expects that, if adjusted further, the per share public offering price will be between $10.80 and $10.95 per share. The Board has not yet determined that a further adjustment to the newly-established offering price of $10.80 per share will be necessary. In the event the Company determines to adjust its current offering price, a separate announcement will be issued. There can be no assurance that the amount of the weekly cash distributions payable to the Company’s shareholders, if any, will increase in the event that the Company further increases its public offering price in the future.

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.