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): August 16, 2018
FS Energy and Power Fund
(Exact name of Registrant as specified in its charter)
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Delaware |
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814-00841 |
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27-6822130 |
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(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
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201 Rouse Boulevard |
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19112 |
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(Address of principal executive offices) |
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(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:
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
o Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to 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. o
Item 8.01. Other Events.
On August 16, 2018, FS Energy and Power Fund (“FSEP”) announced the closing of its previously disclosed private offering of $500,000,000 aggregate principal amount of 7.500% Senior Secured Notes due 2023 (the “Notes”) and the closing of a $195 million term loan facility and $390 million revolving credit facility. The Notes were sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and outside of the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.
A copy of the press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.
The Notes have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
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 operations 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 U.S. Securities and Exchange Commission, including the Company’s Form 10-K for the fiscal year ended December 31, 2017 and the Company’s 10-Q for the fiscal quarters ended March 31, 2018 and June 30, 2018. 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.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an applicable exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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EXHIBIT |
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DESCRIPTION |
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99.1 |
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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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FS Energy and Power Fund | |
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Date: August 16, 2018 |
By: |
/s/ Stephen S. Sypherd |
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Stephen S. Sypherd |
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General Counsel and Secretary |
FS Energy and Power Fund Raises Over $1 Billion in Capital to Support the Rebalancing and Growth of its Portfolio
PHILADELPHIA, PA and WASHINGTON, D.C. — August 16, 2018 — FS Energy and Power Fund (FSEP) announced it has raised over $1 billion of debt financing that simplifies its capital structure, diversifies its funding sources, enhances its matching of asset and liability duration, and ultimately allows for greater investment flexibility. The financings include $500 million of 7.500% senior secured notes due 2023, and a $195 million term loan facility and $390 million revolving credit facility priced at LIBOR + 275 basis points that mature in February 2023. Both the term loan and revolving credit facilities can be increased to more than $850 million through an accordion feature. As such, the anticipated blended yield for all these new financings is expected to be approximately LIBOR +395 basis points. FSEP is advised by FS/EIG Advisor, LLC, a partnership between FS Investments and EIG Global Energy Partners (EIG).
“Optimizing FSEP’s liability profile has been a key strategic focus since announcing our partnership with EIG,” said Michael Forman, Chairman and CEO of FS Investments. “By constructing a more efficient and longer-term capital structure, we have taken an important step in driving value for our investors.”
The term loan facility and revolving credit facility replace existing credit facilities. This will reduce the weighted cost of capital and create additional opportunities to expand the portfolio. JPMorgan Chase Bank N.A., SG Americas Securities, LLC, and BMO Capital Markets are the joint lead arrangers and joint bookrunners for the new credit facilities.
“This combined capital structure provides us with capacity and flexibility to continue repositioning the existing portfolio to emphasize our privately originated investments that feature significant downside protection,” said Bill Sonneborn, President of EIG Global Energy Partners. “The incremental capital will help us accelerate the portfolio diversification of FSEP while maintaining prudent leverage levels.”
About FSEP
FSEP is a publicly registered, non-traded business development company sponsored by FS Investments. FSEP focuses primarily on investing in the debt and income-oriented equity securities of privately held U.S. companies in the energy and power industry. FSEP’s investment objectives are to generate current income and long-term capital appreciation. Visit www.fsinvestments.com to learn more.
About FS/EIG Advisor
FS/EIG Advisor is a partnership between FS Investments and EIG that serves as the investment adviser to FSEP.
EIG specializes in private investments in energy and energy-related infrastructure on a global basis and has $23.0 billion under management as of June 30, 2018. Since 1982, EIG has been one of the leading providers of institutional capital to the global energy industry, providing financing solutions across the balance sheet for companies and projects in the oil and gas, midstream, infrastructure, power and renewables sectors globally. EIG has invested over $28.5 billion in 335 portfolio investments in 36 countries. EIG is headquartered in Washington, D.C., with offices in Houston, London, Sydney, Rio de Janeiro, Hong Kong and Seoul. Visit www.eigpartners.com to learn more.
FS Investments is a leading asset manager dedicated to helping individuals, financial professionals and institutions design better portfolios. The firm provides access to alternative sources of income and growth and focuses on setting industry standards for investor protection, education and transparency. FS Investments is headquartered in Philadelphia, PA with offices in Orlando, FL, New York, NY and Washington, DC. Visit www.fsinvestments.com to learn more.
Contact Information:
FSEP Investors
877-628-8575
Media
Marc Yaklofsky
media@fsinvestments.com
215-495-1174
This press release shall not constitute an offer to sell or a solicitation of an offer to purchase the senior secured notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act of 1933.
Forward-Looking Statements
This press release may contain certain forward-looking statements, including statements with regard to future events or the future performance or operations 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 U.S Securities and Exchange Commission. FSEP undertakes no obligation to publicly update or revise any forward-looking statements, whether as result of new information, future events or otherwise.