0001387131-19-008849.txt : 20191119 0001387131-19-008849.hdr.sgml : 20191119 20191118191710 ACCESSION NUMBER: 0001387131-19-008849 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191114 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20191119 DATE AS OF CHANGE: 20191118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FS Energy & Power Fund CENTRAL INDEX KEY: 0001501729 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 814-00841 FILM NUMBER: 191228765 BUSINESS ADDRESS: STREET 1: 201 ROUSE BOULEVARD CITY: PHILADELPHIA STATE: PA ZIP: 19112 BUSINESS PHONE: 215-495-1150 MAIL ADDRESS: STREET 1: 201 ROUSE BOULEVARD CITY: PHILADELPHIA STATE: PA ZIP: 19112 8-K 1 fsep-8k_111419.htm CURRENT REPORT

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): November 14, 2019

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))

Securities registered pursuant to Section 12(b) of the Act: None

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).

☐ 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. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

On November 14, 2019, FS Energy and Power Fund (the “Company”) and Gladwyne Funding LLC, a wholly-owned, special-purpose financing subsidiary of the Company, entered into an Amendment No. 3 to Credit Agreement (the “Amendment”) amending the term loan facility originally entered into on April 19, 2017 (the “Credit Agreement”), with Goldman Sachs Bank USA, as sole lead arranger, sole lender and administrative agent, Citibank, N.A., as collateral agent, and Virtus Group, LP, as collateral administrator. The Amendment extended the maturity date of the Credit Agreement from November 15, 2019 to December 2, 2019.

The foregoing description of the Amendment as set forth in this Item 1.01 is a summary only and is qualified in all respects by the provisions of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT NUMBER		DESCRIPTION
10.1		Amendment No. 3 to Credit Agreement, dated as of November 14, 2019, among Gladwyne Funding LLC, as borrower, FS Energy and Power Fund, as equity holder and investment manager, Goldman Sachs Bank USA, as sole lead arranger, sole lender and administrative agent, Citibank, N.A., as collateral agent, and Virtus Group, LP, as collateral administrator.

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: November 18, 2019	By:	/s/ Stephen S. Sypherd
	Name:	Stephen S. Sypherd
	Title:	General Counsel and Secretary

EXHIBIT INDEX

EXHIBIT NUMBER		DESCRIPTION
10.1		Amendment No. 3 to Credit Agreement, dated as of November 14, 2019, among Gladwyne Funding LLC, as borrower, FS Energy and Power Fund, as equity holder and investment manager, Goldman Sachs Bank USA, as sole lead arranger, sole lender and administrative agent, Citibank, N.A., as collateral agent, and Virtus Group, LP, as collateral administrator.

EX-10.1 2 ex10-1.htm AMENDMENT NO. 3 TO CREDIT AGREEMENT

FS Energy and Power Fund 8-K

Exhibit 10.1

AMENDMENT NO. 3 TO CREDIT AGREEMENT

AMENDMENT NO. 3 TO CREDIT AGREEMENT (this "Amendment") dated as of November 14, 2019, by and among GLAWDYNE FUNDING, LLC, as borrower (the "Borrower"); GOLDMAN SACHS BANK USA ("GS Bank"), as sole lead arranger (the "Arranger"), as sole lender (the "Lender") and as administrative agent (the "Administrative Agent"); FS Energy and Power Fund, as equity holder and investment manager (the "Investment Manager"); VIRTUS GROUP, LP, as collateral administrator (the "Collateral Administrator"); and CITIBANK, N.A., as collateral agent (the "Collateral Agent").

The Borrower, the Arranger, the Lenders, the Administrative Agent, the Collateral Administrator and the Collateral Agent are parties to the Credit Agreement dated as of April 19, 2017 (as amended by Amendment No. 1 dated as of September 6, 2019, Amendment No. 2 dated as of October 15, 2019 and as may be further amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement").

The parties hereto wish now to amend the Credit Agreement in certain respects. Accordingly, the parties hereto hereby agree as follows:

Section 1. Definitions. Except as otherwise defined in this Amendment, terms defined in the Credit Agreement are used herein as defined therein. This Amendment shall constitute a Transaction Document for all purposes of the Credit Agreement and the other Transaction Documents.

Section 2. Credit Agreement Amendments. Subject to the satisfaction of the conditions precedent specified in Section 3 below and Section 11.5 of the Credit Agreement, but effective as of the date hereof, the Credit Agreement is hereby amended by restating the definition of "Maturity Date" to read in its entirety as follows:

""Maturity Date" means, the earlier of (a) December 2, 2019 and (b) the date on which all Loans shall become due and payable in full hereunder, whether by acceleration or otherwise."

Section 3. Representations and Warranties. The Borrower represents and warrants to the Lenders and the Administrative Agent that (a) the representations and warranties set forth in Section 4 of the Credit Agreement, and in each of the other Transaction Documents, are true and complete on the date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, such representation or warranty shall be true and correct as of such specific date), and as if each reference in said Section 4 to "this Agreement" included reference to this Amendment (it being agreed that it shall be deemed to be an Event of Default under the Credit Agreement if any of the foregoing representations and warranties shall prove to have been incorrect in any material respect when made) and (b) no Default or Event of Default has occurred and is continuing.

Section 4. Conditions Precedent. The amendments set forth in Section 2 hereof shall become effective, as of the date hereof, upon the Administrative Agent's receipt of counterparts of this Amendment executed by the parties hereto.

Section 5. Confirmation of Collateral Documents. The Borrower (a) confirms its obligations under the Collateral Documents, (b) confirms that its obligations under the Credit Agreement as amended hereby are entitled to the benefits of the pledges and guarantees, as applicable, set forth in the Collateral Documents, (c) confirms that its obligations under the Credit Agreement as amended hereby constitute "Secured Obligations" (as defined in the Collateral Documents) and (d) agrees that the Credit Agreement as amended hereby is the Credit Agreement under and for all purposes of the Collateral Documents. Each party, by its execution of this Amendment, hereby confirms that the Secured Obligations shall remain in full force and effect, and such Secured Obligations shall continue to be entitled to the benefits of the grant set forth in the Collateral Documents.

Section 6. Limited Amendment. The amendments set forth in Section 2 hereof shall be effective only in the specific instances described herein and nothing herein shall be deemed to limit or bar any rights or remedies of any Lender, the Administrative Agent or any other Secured Party or to constitute an amendment or waiver of any other term, provision or condition of any of the Transaction Documents in any other instance than as expressly set forth herein or prejudice any right or remedy that any Lender, the Administrative Agent or any other Secured Party may now have or may in the future have under any of the Transaction Documents. For the avoidance of doubt and without limiting the generality of the foregoing, the parties agree that no other change, amendment or consent with respect to the terms and provisions of any of the Transaction Documents (including without limitation the Appendices, Exhibits and Schedules thereto) is intended or contemplated hereby (which terms and provisions remain unchanged and in full force and effect).

Section 7. Miscellaneous. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of a counterpart by electronic transmission shall be effective as delivery of a manually executed counterpart hereof. This Amendment and any right, remedy, obligation, claim, controversy, dispute or cause of action (whether in contract, tort or otherwise) based upon, arising out of or relating to this Amendment shall be governed by, and construed in accordance with, the law of the State of New York without regard to conflicts of law principles that would lead to the application of laws other than the law of the State of New York. GS Bank, as Administrative Agent and the sole Lender, hereby directs the Collateral Agent and the Collateral Administrator to execute and deliver this Amendment.

[Signature pages follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.

	GLADWYNE FUNDING LLC, as Borrower


	By:	/s/ Edward T. Gallivan, Jr.
	Name: Title:	Edward T. Gallivan, Jr. Chief Financial Officer