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 14, 2015 |
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.) |
201 Rouse Boulevard Philadelphia, Pennsylvania (Address of principal executive offices) |
19112 (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 August 14, 2015, FS Energy and Power Fund issued a press release providing an overview of its operating results for the quarter ended June 30, 2015 and announcing the details of its second quarter shareholder conference call, which will be held on Tuesday, August 18, 2015, at 2:00 p.m. Eastern Time.
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.
EXHIBIT NUMBER |
DESCRIPTION | |
99.1 | Press release dated August 14, 2015. |
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: August 14, 2015 | By: | /s/ Stephen S. Sypherd | |
Stephen S. Sypherd | |||
Vice President, Treasurer and Secretary |
EXHIBIT INDEX
EXHIBIT NUMBER |
DESCRIPTION | |
99.1 | Press release dated August 14, 2015. |
Exhibit 99.1
FOR IMMEDIATE RELEASE
FSEP Announces Second Quarter 2015 Earnings
PHILADELPHIA, PA, August 14, 2015 – FS Energy and Power Fund (FSEP), a business development company (BDC) focused primarily on investing in the debt and income-oriented equity securities of privately-held U.S. companies in the energy and power industry, announced its operating results for the quarter ended June 30, 2015.
“Despite a prolonged period of low oil prices, FSEP’s diversified portfolio helped to generate strong returns for our shareholders,” commented Michael C. Forman, Chairman & CEO of FSEP. “With the goal of preserving capital and protection against downside risks, FSEP maintained a focus on investing in a diverse set of energy companies across the upstream, service and equipment, power and midstream subsectors.”
Financial Highlights
· During the quarter ended June 30, 2015, FSEP:
o Generated net investment income of $0.17 per share, compared to $0.17 per share for the quarter ended June 30, 20141
o Generated a net increase in net assets resulting from operations of $0.20 per share, compared to $0.24 per share for the quarter ended June 30, 20141
o Paid regular cash distributions to shareholders totaling approximately $0.18 per share
o Committed approximately $261 million to direct originations, nearly all of which were in senior secured debt (first lien and second lien senior secured loans)
· For the six months ended June 30, 2015, FSEP generated a total return of approximately 4.32%2
Portfolio Highlights as of June 30, 2015
· The fair value of FSEP’s investments was approximately $3.7 billion
· FSEP’s portfolio consisted of investments in 105 portfolio companies
· Core investment strategies represented 73% of the portfolio by fair value (49% in direct originations and 24% in opportunistic investments). Broadly syndicated/other investments represented 27% of the portfolio by fair value
· FSEP’s estimated gross annual portfolio yield prior to leverage (based on amortized cost and excluding non-income producing assets) was 9.4%, compared to 9.2% as of March 31, 20153
_______________________
1 The per share data was derived by using the weighted average number of FSEP’s common shares outstanding during the applicable period.
2 Total return for the six months ended June 30, 2015 was calculated by taking the net asset value per share as of June 30, 2015, adding the cash distributions per share which were declared during the six months ended June 30, 2015 and dividing the total by the net asset value per share as of December 31, 2014. The total return does not consider the effect of the sales load from the sale of FSEP’s common shares. The total return includes the effect of the issuance of shares at a net offering price that is greater than net asset value per share, which causes an increase in net asset value per share. The historical calculation of total return should not be considered a representation of FSEP’s future total return, which may be greater or less than the return shown above due to a number of factors. The total return calculation set forth above represents the total return on FSEP’s investment portfolio during the six months ended June 30, 2015 and does not represent an actual return to shareholders. For additional detail on FSEP’s total return, please refer to FSEP’s public filings with the SEC, which are available at www.sec.gov.
3 Estimated gross annual portfolio yield represents the expected annual yield to be generated on FSEP’s investment portfolio based on the composition of the portfolio as of the applicable date. The estimated gross annual portfolio yield does not represent an actual investment return to shareholders.
Recent Developments
· Since commencing operations through July 28, 2015, FSEP raised approximately $3.6 billion in total gross proceeds from the issuance of common shares of beneficial interest, including approximately $38.5 million raised from investors affiliated with its sponsor, Franklin Square Capital Partners (Franklin Square), and its investment sub-adviser, GSO Capital Partners LP (GSO)
Quarterly Shareholder Conference Call
FSEP will
host a conference call at 2:00 p.m. (Eastern Time) on Tuesday, August 18, 2015, to discuss its second quarter 2015 results. All
interested parties are welcome to participate. You can access the conference call by dialing 1 (866) 436-9172 and using conference
ID 40249794 approximately 10 minutes prior to the call.
A replay of the call will be available beginning shortly after the end of the call for a
period of 30 days following the call by visiting FSEP’s “Literature” page at www.franklinsquare.com.
About FSEP
FSEP is a publicly registered, non-traded BDC sponsored by Franklin Square. 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. FSEP is advised by FS Investment Advisor, LLC, an affiliate of Franklin Square, and is sub-advised by GSO. GSO, with approximately $81.3 billion in assets under management as of June 30, 2015, is the credit platform of Blackstone.
About Franklin Square
Franklin Square is a leading manager of alternative investment funds designed to enhance investors’ portfolios by providing access to asset classes, strategies and asset managers that typically have been available to only the largest institutional investors. The firm’s funds offer “endowment-style” investment strategies that help construct diversified portfolios and manage risk. Franklin Square strives not only to maximize investment returns but also to set the industry standard for best practices by focusing on transparency, investor protection and education for investment professionals and their clients.
Founded in Philadelphia in 2007, Franklin Square quickly established itself as a leader in the world of alternative investments by introducing innovative credit-based income funds, including the industry’s first non-traded BDC. The firm managed approximately $16.8 billion in assets as of June 30, 2015, and is the largest manager of BDC assets with $15.4 billion in BDC assets under management as of June 30, 2015. Franklin Square distributes its non-traded funds through its affiliated broker-dealer, FS2 Capital Partners, LLC. For more information, please visit www.franklinsquare.com.
Other Information
The information in this announcement is summary information only and should be read in conjunction with FSEP’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, which FSEP filed with the U.S. Securities and Exchange Commission (“SEC”) on August 14, 2015, as well as FSEP’s other reports filed with the SEC. A copy of FSEP’s quarterly report on Form 10-Q for the quarter ended June 30, 2015 and FSEP’s other reports filed with the SEC can be found on FSEP’s “Literature” page at www.franklinsquare.com and the SEC’s website at www.sec.gov.
Please note that certain financial figures may have been rounded.
Individual investors and endowments may have different investment horizons, liquidity needs and risk tolerances. In addition, fees that may be incurred by an investor in a fund sponsored by Franklin Square may be different than fees incurred by an endowment investing in similar assets as those in which the funds invest.
Certain Information About Distributions
The determination of the tax attributes of FSEP’s distributions is made annually as of the end of its fiscal year based upon its taxable income and distributions paid, in each case, for the full year. Therefore, a determination made on a quarterly basis may not be representative of the actual tax attributes of FSEP’s distributions for a full year. FSEP 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 FSEP’s common shares is subject to the discretion of its board of trustees and applicable legal restrictions, and therefore, there can be no assurance as to the amount or timing of any such future distributions.
FSEP may fund its cash distributions to shareholders from any sources of funds legally available to it, including expense reimbursements from Franklin Square, 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. FSEP has not established limits on the amount of funds it may use from available sources to make distributions. There can be no assurance that FSEP will be able to pay distributions at a specific rate or at all.
Forward Looking Statements and Important Disclosure Notices
This announcement may contain certain forward-looking statements, including statements with regard to 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 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.
This announcement contains summaries of certain
financial and statistical information about FSEP. The information contained in this
announcement is summary information that is intended to be considered in the context
of FSEP’s SEC filings and other public announcements that FSEP
may make, by press release or otherwise, from time to time. FSEP undertakes no duty
or obligation to update or revise the information contained in this announcement.
In addition, information related to past performance, while helpful as an evaluative tool, is not necessarily indicative of future
results, the achievement of which cannot be assured. Investors should not view the past performance of FSEP,
or information about the market, as indicative of FSEP’s future results.
Individual investors and endowments may have different investment horizons, liquidity needs and risk tolerances. In addition, fees that may be incurred by an investor in a fund sponsored by Franklin Square may be different than fees incurred by an endowment investing in similar assets as those in which the funds invest.
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