SC TO-I/A 1 a17-10996_1sctoia.htm SC TO-I/A

 

As filed with the Securities and Exchange Commission on April 17, 2017

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

 

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

(Amendment No. 1)

 

 

FS ENERGY AND POWER FUND

(Name of Subject Company (Issuer))

 

FS ENERGY AND POWER FUND

(Names of filing Persons (Offeror and Issuer))

 

Common Shares of Beneficial Interest,

Par Value $0.001 per share

(Title of Class of Securities)

 

30264D 109

(CUSIP Number of Class of Securities)
(Underlying Common Stock)

 

 

Michael C. Forman

President and Chief Executive Officer

FS Energy and Power Fund

201 Rouse Boulevard

Philadelphia, PA 19112
(215) 495-1150

(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing person)

 

 

Copies to:

James A. Lebovitz, Esq.
David J. Harris, Esq.
Dechert LLP

Cira Centre

2929 Arch Street

Philadelphia, PA 19104

Tel: (215) 994-4000

Fax: (215) 994-2222

 

CALCULATION OF FILING FEE

 

 

TRANSACTION VALUATION

 

AMOUNT OF FILING FEE

 

 

$79,237,449.25

 

$9,183.62

 

 

*                  The amount of the filing fee is calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, and equals $115.90 for each $1,000,000 of the transaction valuation.

 

x           Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify persons filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid: $9,183.62

Form or Registration No.: Schedule TO

Filing Party:  FS Energy and Power Fund

Date Filed:  February 21, 2017

 

¨           Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

¨ Third-party tender offer subject to Rule 14d-1.

x Issuer tender offer subject to Rule 13e-4.

¨ Going-private transaction subject to Rule 13e-3.

¨ Amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer:    x

 

 

 


 

FINAL AMENDMENT TO TENDER OFFER STATEMENT

 

This Amendment No. 1 supplements and amends the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission on February 21, 2017 by FS Energy and Power Fund, a Delaware statutory trust (the “Company”), in connection with the offer by the Company to purchase up to the lesser of (i) 10,224,187 of the Company’s issued and outstanding common shares of beneficial interest, par value $0.001 per share (the “Shares”) (which number represents 2.5% of the weighted average number of Shares outstanding for the calendar year ended December 31, 2016), and (ii) the number of Shares the Company can repurchase with the proceeds it receives from the sale of Shares under its distribution reinvestment plan during the 2017 calendar year prior to expiration of the Offer (as defined below) (less the amount of any such proceeds used to repurchase Shares on each previous repurchase date for tender offers conducted during the 2017 calendar year). The tender offer was made upon and subject to the terms and conditions set forth in the Offer to Purchase, dated February 21, 2017, and the related Letter of Transmittal (together, the “Offer”). The Offer expired at 5:00 P.M., Central Time, on March 30, 2017, and a total of 4,587,306.001 Shares were validly tendered and not withdrawn pursuant to the Offer as of such date.  In accordance with the terms of the Offer, the Company purchased all 4,587,306.001 Shares validly tendered and not withdrawn at a price equal to $7.75 per Share (an amount equal to the price at which Shares are issued pursuant to the Company’s distribution reinvestment plan on March 31, 2017) for an aggregate purchase price of approximately $35,551,621.64.

 

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SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: April 17, 2017

 

 

FS ENERGY AND POWER FUND

 

 

 

 

By:

/s/ STEPHEN S. SYPHERD

 

 

Name:  Stephen S. Sypherd

 

 

Title:    Vice President, Treasurer and Secretary

 

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