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Table of Contents





UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549



FORM 10-K



ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE TRANSITION PERIOD
FROM                  TO


COMMISSION FILE NUMBER: 814-00841



FS Energy and Power Fund(Exact name of registrant as specified in its charter)



Delaware

27-6822130(State of Incorporation)

(I.R.S. Employer Identification Number)Cira Centre
2929 Arch Street, Suite 675Philadelphia, Pennsylvania

19104(Address of principal executive offices)

(Zip Code)


Registrant's telephone number, including area code: (215) 495-1150



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

Securities registered pursuant to Section 12(g) of the Act:
Common Shares of Beneficial Interest, par value
$0.001 per share



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o    No ý.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o    No ý.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for shorter period that the registrant was
required to submit and post such files). Yes o    No o.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of "accelerated filer," "large accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer ý (Do not check if a
smaller reporting company)

Smaller reporting company o


Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes o    No ý.

There is no established market for the Registrant's common shares of beneficial interest. The Registrant is currently conducting an ongoing public offering of its
common shares of beneficial interest pursuant to a Registration Statement on Form N-2, which shares are being sold at a price of $10.85 per share, with discounts available for certain
categories of purchasers, or at a price per share, after deducting selling commissions and dealer manager fees, necessary to ensure that shares are not sold at a price below net asset value per share.

There
were 192,274,480 shares of the Registrant's common shares of beneficial interest outstanding as of March 4, 2014.

Documents Incorporated by Reference

Portions of the registrant's definitive Proxy Statement relating to the Registrant's 2014 Annual Meeting of Shareholders, to be filed with the Securities and
Exchange Commission within 120 days following the end of the Registrant's fiscal year, are incorporated by reference in Part III of this annual report on Form 10-K as indicated
herein.





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Table of Contents



FS ENERGY AND POWER FUND

FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2013

TABLE OF CONTENTS



PagePART IITEM 1.

BUSINESS

1ITEM 1A.

RISK FACTORS

25ITEM 1B.

UNRESOLVED STAFF COMMENTS

50ITEM 2.

PROPERTIES

50ITEM 3.

LEGAL PROCEEDINGS

50ITEM 4.

MINE SAFETY DISCLOSURES

50PART IIITEM 5.

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES

51ITEM 6.

SELECTED FINANCIAL DATA

57ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

59ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

91ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

92ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

139ITEM 9A.

CONTROLS AND PROCEDURES

139ITEM 9B.

OTHER INFORMATION

140PART IIIITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

141ITEM 11.

EXECUTIVE COMPENSATION

141ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS

141ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

141ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

141PART IVITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

142SIGNATURES

146


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Table of Contents

PART I

Many of the amounts and percentages presented in Part I have been rounded for convenience of presentation and all dollar
amounts, excluding share and per share amounts, are presented in thousands unless otherwise noted.

Item 1.    Business.

FS Energy and Power Fund, or the Company, which may also be referred to as "we," "us" or "our," was organized in September 2010 to
invest primarily in income-oriented securities of privately-held energy and power related, or Energy, companies and commenced operations in July 2011. We are an externally managed, non-diversified,
closed-end management investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940, as amended, or the 1940 Act. In addition,
we have elected to be treated for federal income tax purposes, and intend to qualify annually, as a regulated investment
company, or RIC, under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code. As of December 31, 2013, we had total assets of approximately $2.4 billion.

We
are managed by FS Investment Advisor, LLC, or FS Advisor, a registered investment adviser under the Investment Advisers Act of 1940, as amended, or the Advisers Act, which
oversees the management of our operations and is responsible for making investment decisions for our portfolio. FS Advisor has engaged GSO Capital Partners LP, or GSO, to act as our investment
sub-adviser. GSO assists FS Advisor in identifying investment opportunities and makes investment recommendations for approval by FS Advisor, according to guidelines set by FS Advisor. GSO, a
registered investment adviser under the Advisers Act, is one of the world's largest credit platforms in the alternative asset business with approximately $65.0 billion in assets under
management as of December 31, 2013. GSO is the credit platform of The Blackstone Group L.P., or Blackstone, a leading global alternative asset manager and provider of financial advisory
services.

Our
investment policy is to invest, under normal circumstances, at least 80% of our total assets in securities of Energy companies. We consider Energy companies to be those companies
that engage in the exploration, development, production, gathering, transportation, processing, storage, refining, distribution, mining, generation or marketing of natural gas, natural gas liquids,
crude oil, refined products, coal or power, including those companies that provide equipment or services to companies engaged in any of the foregoing. This investment policy may not be changed without
at least 60 days' prior notice to holders of our common shares of beneficial interest, or our common shares, of any such change. We concentrate our investments on debt securities in Energy
companies that we believe have, or are connected to, a strong infrastructure and/or underlying asset base so as to enhance collateral coverage and downside protection for our investments. We may also
make select equity investments in certain Energy companies meeting our investment objectives of current income generation and long-term capital appreciation. Our primary areas of focus will be the
upstream, midstream, power and service and equipment sub-sectors of the Energy industry; however, we broadly define our "Energy Investment Universe" as
follows:



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Our
investment objectives are to generate current income and long-term capital appreciation. We seek to meet our investment objectives
by:



Our
portfolio is comprised primarily of income-oriented securities, which refers to debt securities and income-oriented preferred and common equity interests, of privately-held Energy
companies within the United States. We intend to weight our portfolio towards senior and subordinated debt. In addition to investments purchased from dealers or other investors in the secondary
market, we expect to invest in primary market transactions and directly originated investments, as this will provide us with the ability to tailor investments to best match a project's or company's
needs with our investment objectives. Our portfolio may also be comprised of select income-oriented preferred or common equity interests, which refers to equity interests that pay consistent,
high-yielding dividends, that we believe will produce both current income and long-term capital appreciation. These income-oriented preferred or common equity interests may include interests in master
limited partnerships, or MLPs. MLPs are entities that (i) are structured as limited partnerships or limited liability companies, (ii) are publicly traded, (iii) satisfy certain
requirements to be treated as partnerships for federal income tax purposes and (iv) primarily own and operate Midstream and Upstream Energy companies. In connection with certain of our debt
investments, we may on occasion receive equity interests such as warrants or options as additional consideration. We expect that the size of our individual investments will generally range between
$5 million and $75 million each, although investments may vary as the size of our capital base changes and will ultimately be at the discretion of FS Advisor, subject to oversight by our
board of trustees.

During
the year ended December 31, 2013, we made investments in portfolio companies totaling $2,295,602. During the same period, we sold investments for proceeds of $521,048 and
received principal repayments of $214,625. As of December 31, 2013, our investment portfolio, with a total fair value of $2,300,201, consisted of interests in 104 portfolio companies (27% in
first lien senior secured loans, 30% in second lien senior secured loans, 4% in senior secured bonds, 34% in subordinated debt and 5% in equity/other). The portfolio companies that comprised our
portfolio as of such date had an average annual earnings before interest, taxes, depreciation and amortization, or EBITDA, of approximately $185.8 million. As of December 31, 2013, the
investments in our portfolio were purchased at a weighted average price of 99.5% of par or stated value, as applicable, the weighted average credit rating of the investments in our portfolio that were
rated (constituting approximately 63.2% of our portfolio based on the fair value of our investments) was B3 based upon the ratings scale employed by Moody's Investors Service, Inc., or Moody's,
and our estimated gross annual portfolio yield, prior to leverage, was 8.8% based upon the purchase price of our investments. Our gross annual portfolio yield, prior to leverage, represents the
expected yield to be generated by us on our investment portfolio based on the composition of our portfolio as of December 31, 2013. The portfolio yield does not represent an actual investment
return to shareholders.

Based
on our regular weekly cash distribution rate of $0.012675 per share as of December 31, 2013 and our public offering price of $10.80 per share as of such date, the annualized
distribution rate to shareholders as of December 31, 2013 was 6.10%. The distribution rate to shareholders does not represent an actual investment return to shareholders and may include income,
realized capital gains and a return of investors' capital. Our gross annual portfolio yield and distribution rate to shareholders

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are
subject to change and in the future may be greater or less than the rates set forth above. See "Item 1A. Risk Factors" for a discussion of the uncertainties, risks and assumptions
associated with these statements.

As
a BDC, we are subject to certain regulatory restrictions in making our investments. For example, BDCs generally are not permitted to co-invest with certain affiliated entities in
transactions originated by the BDC or its affiliates in the absence of an exemptive order from the Securities and Exchange Commission, or the SEC. However, BDCs are permitted to, and may, co-invest in
transactions where price is the only negotiated point. In an order dated June 4, 2013, the SEC granted exemptive relief permitting us, subject to satisfaction of certain conditions, to
co-invest in certain privately negotiated investment transactions with certain affiliates of FS Advisor, including FS Investment Corporation, FS Investment Corporation II, FS Investment Corporation
III and any future BDCs that are advised by FS Advisor or its affiliated investment advisers, or collectively our co-investment affiliates. We believe this relief may not only enhance our ability to
further our investment objectives and strategy, but may also increase favorable investment opportunities for us, in part by allowing us to participate in larger investments, together with our
co-investment affiliates, than would be available to us if we had not obtained such relief. Because we did not seek exemptive relief to engage in co-investment transactions with GSO and its
affiliates, we will continue to be permitted to co-invest with GSO and its affiliates only in accordance with existing regulatory guidance.

To
seek to enhance our returns, we intend to employ leverage as market conditions permit and at the discretion of FS Advisor, but in no event will leverage employed exceed 50% of the
value of our assets, as required by the 1940 Act.

While
a BDC may list its shares for trading in the public markets, we have currently elected not to do so. We believe that a non-traded structure is more appropriate for the long-term
nature of the assets in which we invest. This structure allows us to operate with a long-term view, similar to that of other types of private investment funds, instead of managing to quarterly market
expectations. While our offering price, which exceeds our net asset value per share, is subject to adjustment in accordance with the 1940 Act and our share pricing policy, because our common shares
will not be listed on a national securities exchange, our shareholders will not be subject to the daily share price volatility associated with the public markets. However, the net asset value of our
common shares may be volatile.

To
provide our shareholders with limited liquidity, we intend to conduct quarterly tender offers pursuant to our share repurchase program. We are not obligated to repurchase common
shares and, if we do so, common shares will be repurchased at a discount of 10% from the offering price in effect at the time of such repurchase. The first such tender offer commenced in August 2012.
This will be the only method by which our shareholders may obtain liquidity prior to a liquidity event. Therefore, shareholders may not be able to sell their common shares promptly or at a desired
price. If shareholders are able to sell their common shares, it is likely they will have to sell them at a significant discount to their purchase price. During the year ended December 31, 2013,
we repurchased 340,096 common shares at an average price per share of $9.624 for aggregate consideration totaling $3,273. During the year ended December 31, 2012, we repurchased 44,339 common
shares at $9.225 per share for aggregate consideration totaling $409. On January 2, 2014, we repurchased 174,181 common shares at $9.72 per share for aggregate consideration totaling $1,693.

We
do not currently intend to list our common shares on an exchange and do not expect a public market to develop for them in the foreseeable future. We intend to seek to complete a
liquidity event within five years following the completion of our offering stage; however, the offering period may extend for an indefinite period. Accordingly, shareholders should consider that they
may not have access to the money they invest for an indefinite period of time until we complete a liquidity event. We will view our offering stage as complete as of the termination date of our most
recent public equity offering if we have not conducted a public equity offering in any continuous two-year period. In addition, shares of BDCs listed on a national securities exchange frequently trade
at a discount to net asset value. If we determine to pursue a listing of our common shares on a national securities
exchange, shareholders, including those who purchase shares at the offering price, may experience a loss on their investment if they sell their shares at a time when our common shares are trading at a
discount to net asset value. This risk is separate and distinct from the risk that our net asset value will decrease. However, there can be no assurance that we will be able to complete a liquidity
event.

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Status of Our Continuous Public Offering

Since commencing our continuous public offering and through March 4, 2014, we have sold 190,565,777 common shares (as adjusted
for share distributions) for gross proceeds of $1,972,332. As of March 4, 2014, we had raised total gross proceeds of approximately $1,992,536, including $200 of seed capital contributed by the
principals of FS Advisor in December 2010 and $20,004 from common shares sold pursuant to a private placement to certain members of our board of trustees and individuals and entities affiliated with
FS Advisor and GSO.

Distributions

The following table reflects the cash distributions per share that we have declared and paid on our common shares during the years
ended December 31, 2013, 2012 and 2011:

DistributionFor the Year Ended December 31,

Per Share

Amount2011(1)

$
0.2837

$
1,2782012(1)

$
0.6276

$
20,0632013

$
0.6616

$
77,815


(1)The
per share distributions have been retroactively adjusted, as necessary, to reflect the share distribution declared in February 2012 as discussed below.


On
December 9, 2013, our board of trustees declared regular weekly cash distributions for January 2014 through March 2014, which were paid in the amount of $0.012675 per share
commencing with the weekly cash distribution that was payable to shareholders of record as of January 7, 2014. On February 18, 2014, our board of trustees increased the amount of the
regular weekly cash distributions to $0.012734 per share commencing with the weekly cash distribution that was payable to shareholders of record as of February 25, 2014. On March 12,
2014, our board of trustees declared regular weekly cash distributions for April 2014 through June 2014 in the amount of $0.012734 per share. The regular weekly cash distributions have been or will be
paid monthly to shareholders of record as of weekly record dates previously determined by our board of trustees. The timing and amount of any future distributions to shareholders are subject to
applicable legal restrictions and the sole discretion of our board of trustees.

The
following table reflects the share distribution that we declared on our common shares through December 31, 2013:

Date Declared

Record Date

Distribution Date

Distribution
Percentage

Shares
IssuedFebruary 14, 2012

February 15, 2012

February 16, 2012


1.0
%

106,133


About FS Advisor

FS Advisor is a subsidiary of our affiliate, Franklin Square Holdings, L.P., or Franklin Square Holdings, a national sponsor of
alternative investment products designed for the individual investor. FS Advisor is registered as an investment adviser with the SEC under the Advisers Act and is led by substantially the same
personnel that form the investment and operations team of FB Income Advisor, LLC, FSIC II Advisor, LLC, FSIC III Advisor, LLC and FS Global Advisor, LLC. FB Income
Advisor, LLC, FSIC II Advisor, LLC and FSIC III Advisor, LLC are registered investment advisers that manage Franklin Square Holdings' three other affiliated BDCs, FS Investment
Corporation, FS Investment Corporation II and FS Investment Corporation III, respectively. FS Global Advisor, LLC is a registered investment adviser that manages Franklin Square Holdings'
affiliated closed-end management investment company, FS Global Credit Opportunities Fund.

FS
Investment Corporation commenced operations on January 2, 2009 and is focused on generating current income and, to a lesser extent, long-term capital appreciation for
stockholders, primarily by making investments in senior secured loans and second lien secured loans of private middle market U.S. companies and, to a lesser extent, subordinated loans of private U.S.
companies. As of December 31, 2013, FS Investment Corporation had total assets of approximately $4.4 billion. FS

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Investment
Corporation II commenced operations on June 18, 2012 and pursues the same investment strategy as FS Investment Corporation. As of September 30, 2013, FS Investment Corporation
II had total assets of approximately $2.7 billion. FS Investment Corporation III intends to commence operations upon satisfying its minimum offering requirement of raising $2.5 million
in offering proceeds from persons not affiliated with FS Investment Corporation III or its investment adviser, and intends to pursue the same investment strategy as FS Investment Corporation and FS
Investment Corporation II. FS Global Credit Opportunities Fund commenced operations on December 12, 2013 and is focused on generating an attractive total return consisting of a high level of
current income and capital appreciation, with a secondary objective of capital preservation, primarily by making investments in secured and unsecured floating and fixed rate loans, bonds and other
types of credit instruments. Two funds affiliated with FS Global Credit Opportunities Fund, FS Global Credit Opportunities FundA and FS Global Credit Opportunities FundD, or
collectively, the FSGCOF Offered Funds, which have the same investment objectives and strategies as FS Global Credit Opportunities Fund, currently offer shares of beneficial interest to the public and
invest substantially all of the net proceeds of their respective offerings in FS Global Credit Opportunities Fund. As of December 31, 2013, FS Global Credit Opportunities Fund had total assets
of approximately $63.9 million.

Our
chairman, president and chief executive officer, Michael C. Forman, has led FS Advisor since its inception. In 2007, he co-founded Franklin Square Holdings with the goal of
delivering alternative investment solutions, advised by what Franklin Square Holdings believes to be best-in-class institutional asset managers, to individual investors nationwide. In addition to
leading FS Advisor, Mr. Forman currently serves as chairman, president and chief executive officer of FB Income Advisor, LLC, FSIC II Advisor, LLC, FS Investment Corporation II,
FSIC III Advisor, LLC, FS Investment Corporation III, FS Global Advisor, LLC, FS Global Credit Opportunities Fund and the FSGCOF Offered Funds. Mr. Forman also currently serves as
chairman and chief executive officer of FS Investment Corporation.

FS
Advisor's senior management team has significant experience in private lending and private equity investing, and has developed an expertise in using all levels of a firm's capital
structure to produce income-generating investments, while focusing on risk management. The team also has extensive knowledge of the managerial, operational and regulatory requirements of publicly
registered alternative asset entities, such as BDCs. FS Advisor was staffed with over 40 employees as of December 31, 2013 and may retain additional investment personnel as our activities
expand. We believe that the active and ongoing participation by Franklin Square Holdings and its affiliates in the credit markets, and the depth of experience and disciplined investment approach of FS
Advisor's management team, will allow FS Advisor to successfully execute our investment strategy.

All
investment decisions require the unanimous approval of FS Advisor's investment committee, which is currently comprised of Mr. Forman, David J. Adelman, the vice chairman of
our board of trustees and the co-founder of Franklin Square Holdings, Gerald F. Stahlecker and Zachary Klehr. Our board of trustees, including a majority of independent trustees, oversees and monitors
our investment performance and annually reviews the compensation we pay to FS Advisor and the compensation FS Advisor pays to GSO to determine that the provisions of the investment advisory and
administrative services agreement and the investment sub-advisory agreement, respectively, are carried out.

About GSO

From time to time, FS Advisor may enter into sub-advisory relationships with registered investment advisers that possess skills that FS
Advisor believes will aid it in achieving our investment objectives. FS Advisor has engaged GSO to act as our investment sub-adviser. GSO assists FS Advisor in identifying investment opportunities and
makes investment recommendations for approval by FS Advisor, according to guidelines set by FS Advisor. GSO also serves as the investment sub-adviser to FS Global Credit Opportunities Fund.
Furthermore, GSO's subsidiary, GSO / Blackstone Debt Funds Management LLC, or GDFM, serves as the investment sub-adviser to FS Investment Corporation, FS Investment Corporation II and FS
Investment Corporation III. GSO is a Delaware limited partnership with principal offices located at 345 Park Avenue, New York, New York 10154.

GSO
is the credit platform of Blackstone, a leading global asset manager. As of December 31, 2013, GSO and its affiliates, excluding Blackstone, managed approximately
$65.0 billion of assets across

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multiple
strategies within the leveraged finance marketplace, including leveraged loans, high-yield bonds, distressed, mezzanine and private equity. GSO has extensive experience investing in Energy
companies. From 2005 through 2013, funds managed by GSO have invested over $14 billion in Energy companies. As sub-adviser, GSO utilizes its experience in Energy investing and makes
recommendations to FS Advisor in a manner that is consistent with its existing investment and monitoring processes.

Blackstone
is a leading global alternative asset manager and provider of financial advisory services. It is one of the largest independent managers of private capital in the world, with
assets under management of approximately $265.8 billion as of December 31, 2013. Blackstone's alternative asset management businesses include the management of private equity funds, real
estate funds, funds of hedge funds, credit-oriented funds, collateralized loan obligation vehicles, separately managed accounts and publicly-traded closed-end mutual funds. Blackstone is a
publicly-traded limited partnership that has common units which trade on the New York Stock Exchange under the symbol "BX." Information about Blackstone and its various affiliates, including certain
ownership, governance and financial information, is disclosed in Blackstone's periodic filings with the SEC, which can be obtained from Blackstone's website at http://ir.blackstone.comor the SEC's
website atwww.sec.gov.

Market Opportunity

We believe that there are and will continue to be significant investment opportunities in income-oriented securities of privately-held
Energy companies within the United States that will provide attractive risk-adjusted returns compared to other types of investments.

Assets
of Energy companies are growing both in size and importance to the global economy. The International Energy Agency's, or the IEA's, 2013 World Energy Outlook projects worldwide
energy demand to grow 1.2% per annum from 2011-2035. This anticipated growth will need to be met with increased supply throughout the world. The IEA estimates that approximately $6.5 trillion must be
invested in energy-supply infrastructure in the United States from 2013-2035 to support development of the long-lived energy assets that drive the production, transportation and use of energy and
other commodities. Such investments are expected to be made across all sub-sectors of the Energy markets by approximately 17,700 private companies and approximately 350 public companies.

Across
Energy industry sub-sectors, we see multiple factors which will necessitate additional and continued capital infusion. Upstream companies face the inherent production declines of
oil and natural gas reserves, which in turn require large annual capital inflows to replace such lost production. This is particularly true for the growing supply of natural gas and oil from the
Utica, Permian, Marcellus and Eagle Ford shales, which in many cases have a first year production decline rate of over 75%. Developing many of these reservoirs requires increasingly complex drilling
and completion techniques which cost considerably more than conventional techniques. In addition, the development of these new fields highlights that many of the Midstream assets throughout the U.S.
are aging and are not ideally located, requiring that additional infrastructure be built to ensure this new supply reaches market. We believe these investment opportunities could increase
significantly due to potential environmental regulations that are expected to impact certain fossil-fuel generation, particularly coal generation which comprises more than a third of current U.S.
generation. We believe such market dynamics across these sub-sectors will present a large and growing investment opportunity for us.

We
believe that this large and varied asset class maintains the following attractive and distinct investment characteristics:



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Characteristics of and Risks Related to Investments in Private Companies

We invest primarily in income-oriented securities of privately-held companies within the United States. Investments in private
companies pose significantly greater risks than investments in public companies. First, private companies have reduced access to the capital markets, resulting in diminished capital resources and
ability to withstand financial distress. As a result, these companies, which may present greater credit risk than public companies, may be unable to meet the obligations under their debt and equity
securities that we hold. Second, the investments themselves may often be illiquid. The securities of many of the companies in which we invest are not publicly-traded or actively-traded on the
secondary market and are, instead, traded on a privately negotiated over-the-counter secondary market for institutional investors. In addition, many of our directly originated investments are not
traded on any secondary market. These securities may also be subject to legal and other restrictions on resale. As such, we may have difficulty exiting an investment promptly or at a desired price
prior to maturity or outside of a normal amortization schedule. These investments may also be difficult to value because little public information generally exists about private companies, requiring
an experienced due diligence team to analyze and value the potential portfolio company. Finally, these companies often may not have third-party debt ratings or audited financial statements. We must
therefore rely on the ability of FS Advisor and/or GSO to obtain adequate information through their due diligence efforts to evaluate the creditworthiness of, and risks involved in investing in, these
companies, and to determine the optimal time to exit an investment. These
companies and their financial information will also generally not be subject to the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and other rules and regulations that govern public companies
that are designed to protect investors.

Investment Strategy

Our investment policy is to invest, under normal circumstances, at least 80% of our total assets in securities of Energy companies.
This investment policy may not be changed without at least 60 days' prior notice to holders of our common shares of any such change. In accordance with the best interests of our shareholders,
FS Advisor monitors our targeted investment mix as economic conditions evolve.

When
identifying prospective portfolio companies, we focus primarily on the attributes set forth below, which we believe help us generate higher total returns with an acceptable level of
risk. While these criteria provide general guidelines for our investment decisions, we caution investors that, if we believe the benefits of investing are sufficiently strong, not all of these
criteria necessarily will be met by each prospective portfolio company in which we choose to invest. These attributes are:



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In
addition, in an order dated June 4, 2013, the SEC granted exemptive relief that, subject to satisfaction of certain conditions, expands our ability to co-invest in portfolio
companies with our co-investment affiliates, which we believe will enhance our ability to further our investment objectives and strategy.

Potential Competitive Strengths

We believe that we offer our investors the following potential competitive strengths:



We believe that the breadth and depth of the experience of FS Advisor's senior management team, together with the wider resources of
GSO's investment team, which is dedicated to sourcing, structuring, executing, monitoring and harvesting a broad range of private investments, provide us with a significant competitive advantage in
sourcing and analyzing attractive investment opportunities worldwide.



Our long-term investment horizon gives us great flexibility, which we believe allows us to maximize returns on our investments. Unlike
most private equity and venture capital funds, we are not required to return capital to our shareholders once we exit a portfolio investment. Such funds typically can only be invested once and must be
returned to investors after a specific time period. These provisions often force private equity and venture capital funds to seek liquidity events, including initial public offerings, mergers or
recapitalizations, more quickly than they otherwise might, potentially resulting in a lower return to investors. We believe that freedom from such capital return requirements, which allows us to
invest using a longer-term focus, provides us with the opportunity to increase total returns on invested capital, compared to other private company investment vehicles.

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FS Advisor seeks to leverage GSO's significant access to transaction flow. GSO seeks to generate investment opportunities through
syndicate and club deals (generally, investments made by a small group of investment firms) and, subject to regulatory constraints as discussed under "Regulation," and the allocation
policies of GSO and its affiliates, as applicable, also through GSO's direct origination channels. These include significant contacts to participants in the credit and leveraged finance marketplace,
which it can draw upon in sourcing investment opportunities for us. With respect to syndicate and club deals, GSO has built a network of relationships with commercial and investment banks, finance
companies and other investment funds as a result of the long track record of its investment professionals in the leveraged finance marketplace. With respect to GSO's origination channel, FS Advisor
seeks to leverage the global presence of GSO and its long-standing personal contacts within the Energy industry to generate access to a substantial amount of directly originated transactions with
attractive investment characteristics. We believe that the broad network of GSO provides a significant pipeline of investment opportunities for us. GSO also has a significant trading platform, which,
we believe, allows us access to the secondary market for investment opportunities.



FS Advisor and GSO employ a conservative investment approach focused on current income and long-term investment performance. This
investment approach involves a multi-stage selection process for each investment opportunity, as well as ongoing monitoring of each investment made, with particular emphasis on early detection of
deteriorating credit conditions at portfolio companies which would result in adverse portfolio developments. This strategy is designed to maximize current income and minimize the risk of capital loss
while maintaining the potential for long-term capital appreciation.



FS Advisor and GSO believe that their broad expertise and experience investing at all levels of a company's capital structure enable us
to manage risk while affording us the opportunity for significant returns on our investments. We attempt to capitalize on this expertise in an effort to produce and maintain an investment portfolio
that will perform in a broad range of economic conditions. In addition, we seek to leverage this broad-ranging capability to enable us to provide Energy companies with financing that most closely
aligns with their particular capital needs. We believe that such flexibility is valuable to Energy companies and provides us with a competitive advantage over other capital providers that are more
limited in the securities in which they invest.

Operating and Regulatory Structure

Our investment activities are managed by FS Advisor and supervised by our board of trustees, a majority of whom are independent. Under
our investment advisory and administrative services agreement, we have agreed to pay FS Advisor an annual base management fee based on our gross assets as well as incentive fees based on our
performance. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsContractual Obligations" for a description of the fees we pay to FS
Advisor.

From
time to time, FS Advisor may enter into sub-advisory relationships with registered investment advisers that possess skills or attributes that FS Advisor believes will aid it in
achieving our investment objectives. FS Advisor has engaged GSO to act as our investment sub-adviser. GSO assists FS Advisor in identifying investment opportunities and makes investment
recommendations for approval by FS Advisor according to guidelines set by FS Advisor.

FS
Advisor oversees our day-to-day operations, including the provision of general ledger accounting, fund accounting, legal services, investor relations and other administrative
services. FS Advisor also performs, or oversees the performance of, our corporate operations and required administrative services, which includes being responsible for the financial records that are
required to maintain and
preparing reports for our shareholders and reports filed with the SEC. In addition, FS Advisor assists us in calculating our net asset value, overseeing the preparation and filing of tax returns and
the printing and dissemination of reports to our shareholders, and generally overseeing the

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payment
of our expenses and the performance of administrative and professional services rendered to us by others.

We
reimburse FS Advisor for expenses necessary to perform service related to our administration and operations. The amount of this reimbursement is set at the lesser of (1) FS
Advisor's actual costs incurred in providing such services and (2) the amount that we estimate we would be required to pay alternative service providers for comparable services in the same
geographic location. FS Advisor is required to allocate the cost of such services to us based on objective factors such as assets, revenues, time allocations and/or other reasonable metrics. Our board
of trustees then assesses the reasonableness of such reimbursements based on the breadth, depth and quality of such services as compared to the estimated cost to us of obtaining similar services from
third-party service providers known to be available. In addition, our board of trustees considers whether any single third-party service provider would be capable of providing all such services at
comparable cost and quality. Finally, our board of trustees compares the total amount paid to FS Advisor for such services as a percentage of our net assets to the same ratio as reported by other
comparable BDCs. We do not reimburse FS Advisor for any services for which it receives a separate fee, or for rent, depreciation, utilities, capital equipment or other administrative items allocated
to a controlling person of FS Advisor.

We
have contracted with State Street Bank and Trust Company, or State Street, to provide various accounting and administrative services, including, but not limited to, preparing
preliminary financial information for review by FS Advisor, preparing and monitoring expense budgets, maintaining accounting and corporate books and records, processing trade information provided by
us and performing testing with respect to RIC compliance. We have also contracted with Vigilant Compliance, LLC to provide us with a chief compliance officer, Salvatore Faia, president of that
firm.

As
a BDC, we are required to comply with certain regulatory requirements. Also, while we are permitted to finance investments using debt, our ability to use debt will be limited in
certain significant respects pursuant to the 1940 Act. Within the limits of existing regulation, we will adjust our use of debt, according to market conditions, to the level we believe will allow us
to generate maximum risk-adjusted returns. See "Regulation." We have elected to be treated for federal income tax purposes, and intend to qualify annually, as a RIC under
Subchapter M of the Code.

Investment Types



Senior debt is situated at the top of the capital structure. Because this debt has priority in payment, it carries the least risk among
all investments in a firm. Generally, senior debt in which we may invest is expected to have a maturity period of three to seven years, offer some form of amortization, and have first priority
security interests in the assets of the borrower. Senior debt is comprised of first lien and second lien debt positions. Second lien debt is granted a second priority security interest in the assets
of the borrower. Generally, we expect that the variable interest rate on our first lien debt typically will range between 4.0% and 8.0% over a standard benchmark, such as the London Interbank Offered
Rate, or LIBOR. We expect that the variable interest rate on second lien debt will range between 6.0% and 10.0% over a standard benchmark. In addition, we may receive additional returns from any
warrants we may receive in connection with these investments.



In addition to senior debt, we may also invest a portion of our assets in subordinated debt of private companies. Subordinated debt
usually ranks junior in priority of payment to first lien and second lien secured loans and is often unsecured, but is situated above preferred equity and common equity in the capital structure. In
return for their junior status compared to first lien and second lien secured loans, subordinated debt typically offers higher returns through both higher interest rates and possible equity ownership
in the form of warrants, enabling the lender to participate in the capital appreciation of the borrower. These warrants typically require only a nominal cost to exercise. We intend to generally target
subordinated debt with interest-only payments throughout the life of the security, with the principal due at maturity. Typically, subordinated debt securities have maturities of five to ten years.
Generally, we expect these securities to carry a fixed or a floating interest rate of 8.0% to 12.0% over a standard benchmark. In addition, we may receive additional returns from any

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warrants
we may receive in connection with these investments. In some cases, a portion of the total interest may accrue or be paid-in-kind, or PIK.



Preferred equity typically includes a stated value or liquidation preference structurally ahead of common equity holders. Holders of
preferred equity can be entitled to a wide range of voting and other rights, depending on the structure of each separate security. Preferred equity can also include a conversion feature whereby the
securities convert into common stock based on
established parameters according to set ratios. We seek to invest in primarily income-oriented equity securities of Energy companies in a manner consistent with our status as a BDC.



We may also invest in other equity securities which are typically structurally subordinate to all other securities within the capital
structure and do not have a stated maturity. As compared to more senior securities, equity interests have greater risk exposure, but also have the potential to provide a higher return. Some of these
investments may take the form of common units in MLPs. MLPs typically pay their unitholders quarterly distributions, offering investors a current yield and the opportunity for a more stable return
profile.



We may invest in energy-specific non-operating investments including net profits interests, royalty interests or VPPs. Such
non-operating interests do not include the rights and obligations of operating a mineral property (costs of exploration, development, operation) and do not bear any part of the net losses. Net profits
interests and royalty interests are contractual agreements whereby the holders of such interests are entitled to a portion of the mineral production or proceeds therefrom. A VPP is a type of
structured investment whereby the owner sells a specific volume of production in a field or property to an investor and the investor receives a specific quota of production on a monthly basis in
either raw output or proceeds therefrom. A VPP is typically set to expire after a certain length of time or after a specified aggregate total volume of the commodity has been delivered. If the
producer cannot meet the supply quota for a given period, the supply obligation rolls forward to future cycles until the buyer is made financially whole.



We may invest in non-U.S. securities, which may include securities denominated in U.S. dollars or in non-U.S. currencies, to the extent
permitted by the 1940 Act.

Sources of Income

The primary means through which our shareholders will receive a return of value is through interest income, dividends and capital gains
generated by our investments. In
addition to these sources of income, we may receive fees paid by our portfolio companies, including one-time closing fees paid at the time each investment is made and monitoring fees paid throughout
the term of our investments. Closing fees typically range from 1.0% to 2.0% of the purchase price of an investment, while monitoring fees generally range from 0.25% to 1.0% of the purchase price of an
investment annually. In addition, we may generate revenues in the form of commitment, origination, structuring or diligence fees, fees for providing managerial assistance, consulting fees and
performance-based fees.

Risk Management

We seek to limit the downside potential of our investment portfolio by:



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Such
restrictions may include affirmative and negative covenants, default penalties, lien protection, change of control provisions and board rights. We may also enter into interest rate
hedging transactions at the sole discretion of FS Advisor. Such transactions will enable us to selectively modify interest rate exposure as market conditions dictate.



Affirmative covenants require borrowers to take actions that are meant to ensure the solvency of the company, facilitate the lender's
monitoring of the borrower, and ensure payment of interest and loan principal due to lenders. Examples of affirmative covenants include covenants requiring the borrower to maintain adequate insurance,
accounting and tax records, and to produce frequent financial reports for the benefit of the lender.



Negative covenants impose restrictions on the borrower and are meant to protect lenders from actions that the borrower may take that
could harm the credit quality of the lender's investments. Examples of negative covenants include restrictions on the payment of dividends and restrictions on the issuance of additional debt without
the lender's approval. In addition, certain covenants restrict a borrower's activities by requiring it to meet certain earnings interest coverage ratio and leverage ratio requirements. These covenants
are also referred to as financial or maintenance covenants.

Investment Process

The investment professionals employed by FS Advisor and GSO have spent their careers developing the resources necessary to invest in
private companies. Our transaction process is highlighted below.

Our Transaction Process

GRAPHICS



In order to source transactions, FS Advisor seeks to leverage GSO's significant access to transaction flow, along with GSO's trading
platform. GSO seeks to generate investment opportunities through its trading platform, through syndicate and club deals and, subject to regulatory constraints and the allocation policies of GSO and
its affiliates, as applicable, through GSO's direct origination channels. With respect to syndicate and club deals, GSO has built a network of relationships with commercial and investment banks,
finance companies and other investment funds as a result of the long track record of its investment professionals in the leveraged finance marketplace. With respect to GSO's origination channel, FS
Advisor seeks to leverage the global presence of GSO and its long-standing personal contacts within the Energy industry to generate access to a substantial amount of directly originated transactions
with attractive investment characteristics. We believe that the broad network of GSO provides a significant pipeline of investment opportunities for us.



Initial Review.In its initial review of an investment opportunity to present to FS Advisor, GSO's transaction team examines
information furnished by
the target company and external sources, including

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rating
agencies, if applicable, to determine whether the investment meets our basic investment criteria and other guidelines specified by FS Advisor, within the context of proper allocation of our
portfolio among various issuers and industry sub-sectors, and offers an acceptable probability of attractive returns with identifiable downside risk. For the majority of securities available on the
secondary market, a comprehensive analysis is conducted and continuously maintained by a dedicated GSO research analyst, the results of which are available for the transaction team to review. In the
case of a directly originated transaction, FS Advisor and GSO conduct detailed due diligence investigations as necessary.

Credit Analysis/Due Diligence.Before undertaking an investment, the transaction team conducts a thorough due diligence review of the
opportunity to
ensure the company fits our investment strategy, which may include:



When
possible, our advisory team seeks to structure transactions in such a way that our target companies are required to bear the costs of due diligence, including those costs related to
any outside consulting work we may require.



Recommendation.FS Advisor has engaged GSO to identify and recommend investment opportunities for its approval. GSO seeks to maintain a
defensive
approach toward its investment recommendations by emphasizing risk control in its transaction process, which includes (i) the pre-review of each opportunity by one of its portfolio managers to
assess the general quality, value and fit relative to our portfolio, (ii) where possible, transaction structuring with a focus on preservation of capital in varying economic environments and
(iii) ultimate approval of investment recommendations by GSO's investment committee.

Approval.After completing its internal transaction process, GSO makes formal recommendations for review and approval by FS Advisor. In
connection
with its recommendation, it transmits any relevant underwriting material and other information pertinent to the decision-making process. In addition, GSO makes its staff available to answer inquiries
by FS Advisor in connection with its recommendations. The consummation of a transaction requires unanimous approval of the members of FS Advisor's investment committee.



Portfolio Monitoring.FS Advisor, with the help of GSO, monitors our portfolio with a focus toward anticipating negative credit events.
To maintain
portfolio company performance and help to ensure a successful exit, FS Advisor and GSO work closely with, as applicable, the lead equity sponsor, loan syndicator, portfolio company management,
consultants, advisers and other security holders to discuss financial position, compliance with covenants, financial requirements and execution of the company's business plan. In addition, depending
on the size, nature and performance of the transaction, we may occupy a seat or serve as an observer on a portfolio company's board of directors or similar governing body.

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Typically, FS Advisor and GSO receive financial reports detailing operating performance, sales volumes, margins, cash flows, financial position and other key
operating metrics on a quarterly basis from our portfolio companies. FS Advisor and GSO use this data, combined with due diligence gained through contact with the company's customers, suppliers,
competitors, market research and other methods, to conduct an ongoing, rigorous assessment of the company's operating performance and prospects.

In
addition to various risk management and monitoring tools, FS Advisor uses an investment rating system to characterize and monitor the expected level of returns on each investment in
our portfolio. FS Advisor uses an investment rating scale of 1 to 5. The following is a description of the conditions associated with each investment rating:

Investment
Rating

Summary Description1

Investment exceeding expectations and/or capital gain expected.2

Performing investment generally executing in accordance with the portfolio company's business planfull return of principal and interest expected.3

Performing investment requiring closer monitoring.4

Underperforming investmentsome loss of interest or dividend possible, but still expecting a positive return on investment.5

Underperforming investment with expected loss of interest and some principal.


FS
Advisor monitors and, when appropriate, changes the investment ratings assigned to each investment in our portfolio. In connection with valuing our assets, our board of trustees
reviews these investment ratings on a quarterly basis. In the event that our advisory team determines that an investment is underperforming, or circumstances suggest that the risk associated with a
particular investment has significantly increased, they will attempt to sell the asset in the secondary market, if applicable, or to implement a plan to attempt to exit the investment or to correct
the situation.

The
following table shows the distribution of our investments on the 1 to 5 investment rating scale at fair value as of December 31, 2013 and 2012:

December 31, 2013

December 31, 2012Investment Rating

Fair
Value

Percentage
of Portfolio

Fair
Value

Percentage
of Portfolio1

$
76,865


3
%
$
34,149


5
%2


2,160,052


94
%

636,590


91
%3


63,284


3
%

3,677


1
%4








26,756


3
%5











​
​
​
​
​
​
​
​
​
​
​
​
​
​$
2,300,201


100
%
$
701,172


100
%​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​


The
amount of the portfolio in each grading category may vary substantially from period to period resulting primarily from changes in the composition of the portfolio as a result of new
investment, repayment and exit activities. In addition, changes in the grade of investments may be made to reflect our expectation of performance and changes in investment values.

Valuation Process.Each quarter, we value investments in our portfolio, and such values are disclosed each quarter in reports filed
with the SEC.
Investments for which market quotations are readily available are recorded at such market quotations. With respect to investments for which market quotations are not readily available, our board of
trustees determines the fair value of such investments in good faith, utilizing the input of management, our valuation committee, FS Advisor and any other professionals or materials that our board of
trustees deems worthy and relevant, including GSO, independent third-party pricing services and independent third-party valuation firms, if applicable. See "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of OperationsCritical Accounting PoliciesValuation of Portfolio Investments."

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Managerial Assistance.As a BDC, we must offer, and provide upon request, managerial assistance to certain of our portfolio companies.
This
assistance could involve, among other things, monitoring the operations of our portfolio companies, participating in board and management meetings, consulting
with and advising officers of portfolio companies and providing other organizational and financial guidance. Depending on the nature of the assistance required, FS Advisor or GSO will provide such
managerial assistance on our behalf to portfolio companies that request this assistance. To the extent fees are paid for these services, we, rather than FS Advisor or GSO, will retain any fees paid
for such assistance.



While we attempt to invest in securities that may be sold in a privately-negotiated over-the-counter market, providing us a means by
which we may exit our positions, we expect that a large portion of our portfolio may not be sold on this secondary market. For any investments that are not able to be sold within this market, we focus
primarily on investing in companies whose business models and growth prospects offer attractive exit possibilities, including repayment of our investments, an initial public offering of equity
securities, a merger, a sale or a recapitalization, in each case with the potential for capital gains.

Financing Arrangements



On December 11, 2013, Berwyn Funding LLC, or Berwyn Funding, our wholly-owned, special-purpose financing subsidiary,
entered into a committed facility arrangement, or the BNP facility, with BNP Paribas Prime Brokerage, Inc., or BNP, pursuant to which Berwyn Funding may borrow, from time to time, up to
$200,000 from BNP. The BNP facility was effected through a committed facility agreement by and between Berwyn Funding and BNP, or the committed financing agreement, a U.S. PB Agreement by and between
Berwyn Funding and BNP and a special custody and pledge agreement by and among Berwyn Funding, BNP and State Street, as custodian, each dated as of December 11, 2013, and which are collectively
referred to herein as the BNP financing agreements.

We
may contribute securities to Berwyn Funding from time to time, subject to certain restrictions set forth in the committed facility agreement, and will retain a residual interest in
any securities contributed through our ownership of Berwyn Funding or will receive fair market value for any securities sold to Berwyn Funding. Berwyn Funding may purchase additional securities from
various sources. Berwyn Funding has appointed us to manage its portfolio of securities pursuant to the terms of an investment management agreement. Berwyn Funding will pledge certain of its securities
as collateral to secure borrowings under the BNP facility. Such pledged securities will be held in a segregated custody account with State Street. The value of securities required to be pledged by
Berwyn Funding is determined in accordance with the margin requirements described in the BNP financing agreements. Berwyn Funding's obligations to BNP under the facility are secured by a first
priority security interest
in substantially all of the assets of Berwyn Funding, including its portfolio of securities. The obligations of Berwyn Funding under the facility are non-recourse to us and our exposure under the
facility is limited to the value of our investment in Berwyn Funding.

Borrowings
under the BNP facility accrue interest at a rate equal to three-month LIBOR plus 1.10% per annum. Interest is payable monthly in arrears. Berwyn Funding is required to pay a
non-usage fee to the extent the aggregate principal amount available under the facility is not borrowed. Berwyn Funding may terminate the committed facility agreement upon 270 days' notice.
Absent a default or facility termination event, BNP is required to provide Berwyn Funding with 270 days' notice prior to terminating or amending the committed facility agreement.

As
of December 31, 2013, $60,000 was outstanding under the BNP facility. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of
OperationsFinancial Condition, Liquidity and Capital Resources" for a more detailed discussion of the terms of the BNP facility.

Borrowings
of Berwyn Funding will be considered borrowings by us for purposes of complying with the asset coverage requirements under the 1940 Act applicable to BDCs.

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On May 24, 2013, EP Funding LLC, or EP Funding, our wholly-owned, special-purpose financing subsidiary, entered into a
revolving credit facility, or the Citibank credit facility, with Citibank, N.A., or Citibank, as administrative agent, and the financial institutions and other lenders from time to time party thereto.
The Citibank credit facility provides for borrowings in an aggregate principal amount up to $175,000 on a committed basis.

We
may contribute cash or debt securities to EP Funding from time to time, subject to certain restrictions set forth in the Citibank credit facility, and will retain a residual interest
in any assets contributed through our ownership of EP Funding or will receive fair market value for any debt securities sold to EP Funding. EP Funding may purchase additional debt securities from
various sources. EP Funding has appointed us to manage its portfolio of debt securities pursuant to the terms of an investment management agreement. EP Funding's obligations to Citibank under the
facility are secured by a first priority security interest in substantially all of the assets of EP Funding, including its portfolio of debt securities. The obligations of EP Funding under the
facility are non-recourse to us and our exposure under the facility is limited to the value of our investment in EP Funding.

Borrowings
under the Citibank credit facility accrue interest at a rate equal to three-month LIBOR plus 2.50% per annum during the first eighteen months of the facility and three-month
LIBOR plus 2.75% per annum thereafter. Borrowings under the facility are subject to compliance with an equity coverage ratio with respect to the current value of EP Funding's portfolio and a loan
compliance test with respect to the initial acquisition of each debt security in EP Funding's portfolio.

Beginning
on August 21, 2013, EP Funding became subject to a non-usage fee to the extent that the aggregate principal amount available under the Citibank credit facility is not
borrowed. Outstanding borrowings under the facility will be amortized beginning on November 24, 2014. Any amounts borrowed under the facility will mature, and all accrued and unpaid interest
thereunder will be due and payable, on May 24, 2015.

As
of December 31, 2013, $174,174 was outstanding under the Citibank credit facility. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results
of OperationsFinancial Condition, Liquidity and Capital Resources" for a more detailed discussion of the terms of the Citibank credit facility.

Borrowings
of EP Funding will be considered borrowings by us for purposes of complying with the asset coverage requirements under the 1940 Act applicable to BDCs.



On June 24, 2011, FSEP Term Funding, LLC, or FSEP Funding, our wholly-owned, special-purpose financing subsidiary,
entered into a revolving credit facility, or the Deutsche Bank credit facility, with Deutsche Bank AG, New York Branch, or Deutsche Bank, as administrative agent and the lender party thereto, which
provided for borrowings in an aggregate amount of up to $50,000. On May 30, 2012, August 28, 2012 and October 18, 2012, FSEP Funding and Deutsche Bank entered into separate
amendments to the Deutsche Bank credit facility which increased the aggregate borrowings available under the facility to $100,000, $175,000 and $240,000, respectively. On June 24, 2013, FSEP
Funding and Deutsche Bank entered into an additional amendment to the Deutsche Bank credit facility which extended the maturity date of the facility to June 24, 2014 and consolidated the
existing four tranches of commitments under the facility into a single tranche of commitments with an aggregate principal amount of $240,000.

Under
the Deutsche Bank credit facility, we have transferred from time to time cash or securities to FSEP Funding as a contribution to capital and retain a residual interest in the
contributed cash or securities through our ownership of FSEP Funding. We may contribute additional cash or securities to FSEP Funding from time to time and FSEP Funding may purchase additional
securities from various sources. FSEP Funding has appointed us to manage its portfolio of securities pursuant to the terms of an investment management agreement. FSEP Funding's obligations to Deutsche
Bank under the facility are secured by a first priority security interest in substantially all of the assets of FSEP Funding, including its portfolio of securities. The obligations of FSEP Funding
under the facility are

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non-recourse
to us and our exposure under the facility is limited to the value of our investment in FSEP Funding.

Pricing
under the Deutsche Bank credit facility is based on LIBOR for an interest period equal to the weighted average LIBOR interest period of eligible securities owned by FSEP Funding,
with the commitments under the facility bearing interest at the rate of LIBOR plus 1.80% per annum. FSEP Funding is subject to a non-usage fee to the extent that the aggregate principal amount
available under the facility is not borrowed. Any amounts borrowed under the Deutsche Bank credit facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on
June 24, 2014.

As
of December 31, 2013, $240,000 was outstanding under the Deutsche Bank credit facility. See "Item 7. Management's Discussion and Analysis of Financial Condition and
Results of OperationsFinancial Condition, Liquidity and Capital Resources" for a more detailed discussion of the terms of the Deutsche Bank credit facility.

Borrowings
of FSEP Funding will be considered borrowings by us for purposes of complying with the asset coverage requirements under the 1940 Act applicable to BDCs.



On July 11, 2013, Energy Funding LLC, or Energy Funding, our wholly-owned, special-purpose financing subsidiary, entered
into a revolving credit facility, or the Natixis credit facility, with Natixis, New York Branch, or Natixis, as administrative agent and lender, Wells Fargo Bank, National Association, or Wells Fargo
Bank, as collateral agent and custodian, and the other lenders from time to time party thereto. The Natixis credit facility provides for borrowings in an aggregate principal amount up to $150,000 on a
committed basis.

We
may contribute cash or debt securities to Energy Funding from time to time, subject to certain restrictions set forth in the Natixis credit facility, and will retain a residual
interest in any assets contributed through our ownership of Energy Funding or will receive fair market value for any debt securities sold to Energy Funding. Energy Funding may purchase additional debt
securities from various sources. Energy Funding has appointed us to manage its portfolio of debt securities pursuant to the terms of a collateral management agreement. Energy Funding's obligations to
the lenders under the facility are secured by a first priority security interest in substantially all of the assets of Energy Funding, including its portfolio of debt securities. The obligations of
Energy Funding under the facility are non-recourse to us and our exposure under the facility is limited to the value of our investment in Energy Funding.

Borrowings
under the Natixis credit facility accrue interest at a rate equal to three-month LIBOR plus 2.40% per annum. Borrowings under the facility are subject to compliance with,
among other things, an overcollateralization ratio test with respect to the current value of Energy Funding's portfolio, an interest coverage ratio test with respect to the payments due under the
facility and eligibility criteria with respect to the initial acquisition of each debt security in Energy Funding's portfolio.

Energy
Funding is subject to a non-usage fee to the extent that the aggregate principal amount available under the Natixis credit facility is not borrowed. Any amounts borrowed under the
facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on July 11, 2023.

As
of December 31, 2013, $150,000 was outstanding under the Natixis credit facility. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of
OperationsFinancial Condition, Liquidity and Capital Resources" for a more detailed discussion of the terms of the Natixis credit facility.

Borrowings
of Energy Funding will be considered borrowings by us for purposes of complying with the asset coverage requirements under the 1940 Act applicable to BDCs.



On May 24, 2013, our wholly-owned, special-purpose financing subsidiary, EP Investments LLC, or EP Investments, and
Citibank entered into a Termination Acknowledgment (TRS), or the termination acknowledgment, pursuant to which EP Investments and Citibank agreed to immediately terminate the

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total
return swap, or TRS, under the previous agreements between EP Investments and Citibank which collectively established the TRS, or the TRS Agreement, and all transactions thereunder.

The
TRS was for a portfolio of senior secured floating rate loans and other debt securities with a maximum notional amount of $200,000. EP Investments received from Citibank all interest
and fees payable in respect of the assets underlying the TRS. EP Investments paid to Citibank interest at a rate equal to one-month LIBOR plus 1.30% per annum on the full notional amount of the assets
subject to the TRS. In addition, upon the termination or repayment of any asset subject to the TRS, EP Investments either received from Citibank the appreciation in the value of such asset or paid to
Citibank any depreciation in the value of such asset.

EP
Investments was permitted to terminate the TRS upon prior written notice to Citibank, and no termination fee was payable in connection with the termination of the TRS.

Upon
the termination of the TRS, we recognized $9,011 of gains, $2,467 of which represented periodic net settlement payments due on the TRS.

Regulation

We have elected to be regulated as a BDC under the 1940 Act. The 1940 Act contains prohibitions and restrictions relating to
transactions between BDCs and their affiliates, principal underwriters and affiliates of those affiliates or underwriters. The 1940 Act requires that a majority of our trustees be persons other than
"interested persons," as that term is defined in the 1940 Act. In addition, the 1940 Act provides that we may not change the nature of our business so as to cease to be, or to withdraw our election
as, a BDC unless approved by a majority of our outstanding voting securities.

The
1940 Act defines "a majority of the outstanding voting securities" as the lesser of (i) 67% or more of the voting securities present at a meeting if the holders of more than
50% of our outstanding voting securities are present or represented by proxy or (ii) 50% of our voting securities. Furthermore, our investment policy is to invest, under normal circumstances,
at least 80% of our total assets in securities of Energy companies. This investment policy may not be changed without at least 60 days prior notice to holders of our common shares of any such
change.

We
will generally not be able to issue and sell our common shares at a price per share, after deducting selling commissions and dealer manager fees, that is below our net asset value per
share. See "Item 1A. Risk FactorsRisks Related to Business Development CompaniesRegulations governing our operation as a BDC and RIC will affect our ability to raise,
and the way in which we raise, additional capital or borrow for investment purposes, which may have a negative effect on our growth." We may, however, sell our common shares, or warrants, options or
rights to acquire our common shares, at a price below the then-current net asset value of our common shares if our board of trustees determines that such sale is in our best interests and the best
interests of our shareholders, and our shareholders approve such sale. In addition, we may generally issue new common shares at a price below net asset value per share in rights offerings to existing
shareholders, in payment of dividends and in certain other limited circumstances.

As
a BDC, we are subject to certain regulatory restrictions in making our investments. For example, BDCs generally are not permitted to co-invest with certain affiliated entities in
transactions originated by the BDC or its affiliates in the absence of an exemptive order from the SEC. However, BDCs are permitted to, and may, co-invest in transactions where price is the only
negotiated point. In an order dated June 4, 2013, the SEC granted exemptive relief permitting us, subject to satisfaction of certain conditions, to co-invest in certain privately negotiated
investment transactions with our co-investment affiliates. We believe this relief may not only enhance our ability to further our investment objectives and strategy, but may also increase favorable
investment opportunities for us, in part by allowing us to participate in larger investments, together with our co-investment affiliates, than would be available to us if we had not obtained such
relief. Because we did not seek exemptive relief to engage in
co-investment transactions with GSO and its affiliates, we will continue to be permitted to co-invest with GSO and its affiliates only in accordance with existing regulatory guidance.

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Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which
are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company's total assets. The principal categories of qualifying assets
relevant to our business are any of the following:



In
addition, a BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of
securities described in (1), (2) or (3) above.



In order to count portfolio securities as qualifying assets for the purpose of the 70% test, we must either control the issuer of the
securities or must offer to make available to the issuer of the securities (other than small and solvent companies described above) significant managerial assistance; except that, where we purchase
such securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such managerial assistance. Making available

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managerial
assistance means, among other things, any arrangement whereby the BDC, through its trustees, officers or employees, offers to provide, and, if accepted, does so provide, significant
guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company.



Pending investment in other types of "qualifying assets," as described above, our investments may consist of cash, cash equivalents,
U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment, which we refer to, collectively, as temporary investments, so that 70% of our
assets are qualifying assets. Typically, we will invest in U.S. Treasury bills or in repurchase agreements, provided that such agreements are fully collateralized by cash or securities issued by the
U.S. government or its agencies. A repurchase agreement involves the purchase by an investor, such as us, of a specified security and the simultaneous agreement by the seller to repurchase it at an
agreed-upon future date and at a price that is greater than the purchase price by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion of our
assets that may be invested in such repurchase agreements. However, if more than 25% of our total assets constitute repurchase agreements from a single counterparty, we would not meet the asset
diversification tests in order to qualify as a RIC for federal income tax purposes as described below under "Taxation as a RIC." Thus, we do not intend to enter into repurchase agreements
with a single counterparty in excess of this limit. FS Advisor will monitor the creditworthiness of the counterparties with which we enter into repurchase agreement transactions.



We are permitted, under specified conditions, to issue multiple classes of debt and one class of shares senior to our common shares if
our asset coverage, as defined in the 1940 Act, is at least equal to 200% immediately after each such issuance. In addition, while any senior securities remain outstanding, we must make provisions to
prohibit any distribution to our shareholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may
also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to asset coverage. For a discussion of the risks associated with leverage, see
"Item 1A. Risk FactorsRisks Related to Debt Financing" and "Item 1A. Risk FactorsRisks Related to Business Development Companies."



We and FS Advisor have each adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act that, among other things,
establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to the code may invest in securities for their personal investment accounts,
including securities that may be purchased or held by us, so long as such investments are made in accordance with the code's requirements. On December 9, 2013, our board of trustees adopted a
revised code of ethics, or code of ethics, to provide (i) clarification regarding the applicability of certain provisions of the code of ethics to our officers and trustees and
(ii) additional requirements relating to the giving of gifts to foreign officials, foreign political parties or candidates for foreign political office. Our code of ethics was filed as an
exhibit to our current report on Form 8-K filed with the SEC on December 13, 2013. Our and FS Advisor's codes of ethics are attached as exhibits to the registration statement pertaining
to the public offering of our common shares. Shareholders may also read and copy these codes of ethics at the SEC's Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549.
Shareholders may obtain information on the operation of the Public Reference Room by calling the SEC at (202) 551-8090. In addition, our code of ethics is available on our website at www.fsenergyandpowerfund.comand on the EDGAR Database on the SEC's Internet site atwww.sec.gov.
Shareholders may also obtain a copy of our code of ethics, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC's Public
Reference Section, Washington, D.C. 20549.

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We and FS Advisor have adopted and implemented written policies and procedures reasonably designed to prevent violation of the federal
securities laws and are required to review these compliance policies and procedures annually for their adequacy and the effectiveness of their implementation. Our chief compliance officer and the
chief compliance officer of FS Advisor are responsible for administering these policies and procedures.



We have delegated our proxy voting responsibility to FS Advisor. The proxy voting policies and procedures of FS Advisor are set forth
below. The guidelines are reviewed periodically by FS Advisor and our non-interested trustees, and, accordingly, are subject to change.

As
an investment adviser registered under the Advisers Act, FS Advisor has a fiduciary duty to act solely in the best interests of its clients. As part of this duty, it recognizes that
it must vote client securities in a timely manner free of conflicts of interest and in the best interests of its clients. These policies and procedures for voting proxies for the investment advisory
clients of FS Advisor are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act.

FS
Advisor will vote proxies relating to our securities in the best interest of its clients' shareholders. It will review on a case-by-case basis each proposal submitted for a
shareholder vote to determine its impact on the portfolio securities held by its clients. Although FS Advisor will generally vote against proposals that may have a negative impact on its clients'
portfolio securities, it may vote for such a proposal if there exists compelling long-term reasons to do so.

The
proxy voting decisions of FS Advisor are made by the senior officers who are responsible for monitoring each of its clients' investments. To ensure that its vote is not the product
of a conflict of interest, it will require that: (a) anyone involved in the decision-making process disclose to its chief compliance officer any potential conflict that he or she is aware of
and any contact that he or she has had with any interested party regarding a proxy vote; and (b) employees involved in the decision-making process or vote administration are prohibited from
revealing how FS Advisor intends to vote on a proposal in order to reduce any attempted influence from interested parties.

Shareholders
may obtain information, without charge, regarding how FS Advisor voted proxies with respect to our portfolio securities by making a written request for proxy voting
information to: Chief Compliance Officer, FS Energy and Power Fund, Cira Centre, 2929 Arch Street, Suite 675, Philadelphia, Pennsylvania 19104 or by calling us collect at 215-495-1150.



We will be periodically examined by the SEC for compliance with the 1940 Act.

We
are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement. Furthermore, as a BDC, we are prohibited
from protecting any trustee or officer against any liability to us or our shareholders arising from willful misconduct, bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of such person's office.



We are subject to the reporting and disclosure requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act,
including the filing of quarterly, annual and current reports, proxy statements and other required items. In addition, we are subject to the Sarbanes-Oxley Act, which imposes a wide variety of
regulatory requirements on publicly-held companies and their insiders. Many of these requirements affect us. For example:



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The
Sarbanes-Oxley Act requires us to review our current policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and the regulations promulgated thereunder. We
monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act and take actions necessary to ensure that we are in compliance therewith. In addition, we have voluntarily
complied with Section 404(b) of the Sarbanes-Oxley Act, and have engaged our independent registered public accounting firm to audit our internal control over financial reporting.

Taxation as a RIC

We have elected, effective as of the date of our formation, to be treated as a RIC under Subchapter M of the Code. As a RIC, we
generally will not have to pay corporate-level federal income taxes on any income that we distribute to our shareholders from our tax earnings and profits. To qualify as a RIC, we must, among other
things, meet certain source-of-income and asset diversification requirements (as described below). In addition, in order to maintain RIC tax treatment, we must distribute to our shareholders, for each
taxable year, at least 90% of our "investment company taxable income," which is generally our net ordinary income plus the excess, if any, of realized net short-term capital gains over realized net
long-term capital losses, or the Annual Distribution Requirement.

If
we:



then
we will not be subject to federal income tax on the portion of our income we distribute (or are deemed to distribute) to shareholders. We will be subject to U.S. federal income tax at the regular
corporate rates on any income or capital gains not distributed (or deemed distributed) to our shareholders.

We
will be subject to a 4% nondeductible federal excise tax on certain undistributed income unless we distribute in a timely manner an amount at least equal to the sum of (1) 98%
of our net ordinary income for each calendar year, (2) 98.2% of our capital gain net income for the one-year period ending October 31 of that calendar year and (3) any income
recognized, but not distributed, in preceding years and on which we paid no federal income tax, or the Excise Tax Avoidance Requirement. We generally will endeavor in each taxable year to avoid any
U.S. federal excise tax on our earnings.

In
order to qualify as a RIC for federal income tax purposes, we must, among other things:



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For
federal income tax purposes, we may be required to recognize taxable income in circumstances in which we do not receive a corresponding payment in cash. For example, if we hold debt
obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments with PIK interest or, in certain cases, increasing interest rates or debt
instruments that were issued with warrants), we must include in income each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash
representing such income is received by us in the same taxable year. We may also have to include in income other amounts that we have not yet received in cash, such as deferred loan origination fees
that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock. We anticipate that a portion of our income
may constitute original issue discount or other income required to be included in taxable income prior to receipt of cash.

Because
any original issue discount or other amounts accrued will be included in our investment company taxable income for the year of the accrual, we may be required to make a
distribution to our shareholders in order to satisfy the Annual Distribution Requirement, even though we will not have received any corresponding cash amount. As a result, we may have difficulty
meeting the Annual Distribution Requirement necessary to qualify for and maintain RIC tax treatment under Subchapter M of the Code. We may have to sell some of our investments at times and/or
at prices we would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, we
may fail to qualify for RIC tax treatment and thus become subject to corporate-level income tax.

Although
we do not presently expect to do so, we are authorized to borrow funds and to sell assets in order to satisfy distribution requirements. However, under the 1940 Act, we are not
permitted to make distributions to our shareholders while our debt obligations and other senior securities are outstanding unless certain "asset coverage" tests are met. See
"RegulationSenior Securities." Moreover, our ability to dispose of assets to meet our distribution requirements may be limited by (1) the illiquid nature of our
portfolio and/or (2) other requirements relating to our status as a RIC, including the Diversification Tests. If we dispose of assets in order to meet the Annual Distribution Requirement or the
Excise Tax Avoidance Requirement, we may make such dispositions at times that, from an investment standpoint, are not advantageous.

As
a limited partner in the MLPs in which we seek to invest, we will receive our share of income, gains, losses, deductions, and credits from those MLPs. Historically, a significant
portion of income from MLPs has been offset by tax deductions. As a result, this income has been significantly lower than cash distributions paid by MLPs. We will incur a current tax liability on our
share of an MLP's income and gains that is not offset by tax deductions, losses and credits, or our net operating loss carryforwards, if any. The percentage of an MLP's income and gains which is
offset by tax deductions, losses and credits will fluctuate over time for various reasons. A significant slowdown in acquisition activity or capital spending by MLPs held in our portfolio could result
in a reduction of accelerated depreciation generated by new acquisitions, which may result in an increase in our net ordinary income that we are required to distribute to shareholders to satisfy the
Annual Distribution Requirement or the Excise Tax Avoidance Requirement or to eliminate our liability for federal income tax. If our income from our investments in MLPs exceeds the cash distributions
received from such investments, we may need to obtain cash from other sources in order to satisfy such distribution requirements. If we are unable to obtain cash from other sources, we may fail to
qualify as a RIC and become subject to corporate-level federal income tax. We may also recognize for federal income tax purposes gain in excess of cash proceeds upon the sale of an interest in an MLP.
Any such gain may need to be distributed (or deemed distributed) in order to avoid liability for corporate-level federal income taxes on such gain.

Employees

We do not currently have any employees. Each of our executive officers, aside from our chief compliance officer, Salvatore Faia, is a
principal, officer or employee of FS Advisor, which manages and oversees our investment operations. Mr. Faia is not affiliated with FS Advisor. In the future, FS Advisor may retain
additional investment personnel based upon its needs.

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Available Information

Within 60 days after the end of each fiscal quarter, we will distribute our quarterly report on Form 10-Q to all
shareholders of record and to the state securities administrator in each state in which we offer or sell securities. In addition, we will distribute our annual report on Form 10-K to all
shareholders and to the state securities administrator in each state in which we offer or sell securities within 120 days after the end of each fiscal year. These reports will also be available
on our website atwww.fsenergyandpowerfund.comand on the SEC's website atwww.sec.gov. Information
contained on our website is not incorporated by reference into this annual report on Form 10-K and shareholders should not consider information contained on our website to be part of this
annual report on Form 10-K.

We
are required to file with or submit to the SEC annual, quarterly and current reports, proxy statements and other information meeting the informational requirements of the Exchange
Act. Shareholders may inspect and copy these reports, proxy statements and other information, as well as related exhibits and schedules, at the Public Reference Room of the SEC at 100 F Street,
N.E., Washington, D.C. 20549. Shareholders may obtain information on the operation of the Public Reference Room by calling the SEC at (202) 551-8090. The SEC maintains an Internet site that
contains reports, proxy and information statements and other information filed electronically by us with the SEC, which are available on the SEC's website at www.sec.gov. Copies of these reports, proxy
and information statements and other information may be obtained, after paying a duplicating fee, by
electronic request at the following e-mail address:publicinfo@sec.gov, or by writing the SEC's Public Reference Section, 100 F Street, N.E.,
Washington, D.C. 20549.

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Item 1A.    Risk Factors.

Investing in our common shares involves a number of significant risks. In addition to the other information
contained in this annual report on Form 10-K, investors should consider carefully the following information before making an investment in our common shares. If any of the following events
occur, our business, financial condition and results of operations could be materially and adversely affected. In such case, the net asset value of our common shares could decline, and investors may
lose all or part of their investment.

Risks Related to an Investment in Our Common Shares

Investors will not know the purchase price per share at the time they submit their subscription agreements and could receive fewer common shares than anticipated if our
board of trustees determines to increase the offering price to comply with the requirement that we avoid selling common shares at a net offering price below our net asset value per share.

The purchase price at which shareholders purchase common shares will be determined at each weekly closing date to ensure that the sales
price, after deducting selling commissions and dealer manager fees, is equal to or greater than the net asset value of our common shares. As a result, in the event of an increase in our net asset
value per share, a shareholder's purchase price may be higher than the prior weekly closing price per share, and therefore shareholders may receive a smaller number of common shares than if the
investor had subscribed at the prior weekly closing price.

We are a relatively new company and have a limited operating history.

We were formed on September 16, 2010 and commenced operations on July 18, 2011 after satisfying the minimum offering
requirement of selling, in aggregate, $2.5 million in common shares to persons not affiliated with us or FS Advisor. We are subject to all of the business risks and uncertainties associated
with any new business, including the risk that we will not achieve our investment objectives and that the value of our common shares could decline substantially.

An investor may not have the opportunity to evaluate historical data or assess our future investments prior to purchasing our common shares.

Other than those investments reflected in our portfolio at the time an investor subscribes for our common shares, investors will not be
able to evaluate the economic merits, transaction terms or other financial or operational data concerning the investments we make using the proceeds from our continuous public offering prior to making
a decision to purchase our common shares. An investor must rely on FS Advisor and GSO to implement our investment policies, to evaluate our investment opportunities and to structure the terms of our
investments rather than evaluating our future investments in advance of purchasing our common shares. Because investors are not able to evaluate all of our investments in advance of purchasing our
common shares, our public offering may entail more risk than other types of offerings. This additional risk may hinder an investor's ability to achieve their own personal investment objectives related
to portfolio diversification, risk-adjusted investment returns and other objectives.

Our common shares are not listed on an exchange or quoted through a quotation system, and will not be for the foreseeable future, if ever. Therefore, shareholders will have
limited liquidity and may not receive a full return of invested capital upon selling common shares.

Our common shares are illiquid assets for which there is not a secondary market and it is not expected that any will develop in the
foreseeable future. There can be no
assurance that we will complete a liquidity event. A liquidity event could include (1) a listing of our common shares on a national securities exchange, (2) the sale of all or
substantially all of our assets either on a complete portfolio basis or individually followed by a liquidation or (3) a merger or another transaction approved by our board of trustees in which
our shareholders likely will receive cash or shares of a publicly traded company.

In
addition, any shares repurchased pursuant to our share repurchase program may be purchased at a price which may reflect a discount from the purchase price a shareholder paid for the
common

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shares
being repurchased. See "Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesShare Repurchase Program" for a
detailed description of our share repurchase program.

If
our common shares are listed, we cannot assure shareholders that a public trading market will develop. In addition, a liquidity event involving a listing of our common shares on a
national securities exchange may include certain restrictions on the ability of shareholders to sell their common shares. Further, even if we do complete a liquidity event, shareholders may not
receive a return of all of their invested capital.

We are not obligated to complete a liquidity event by a specified date; therefore, it will be difficult for an investor to sell his or her common shares.

A liquidity event could include (1) a listing of our common shares on a national securities exchange, (2) the sale of all
or substantially all of our assets either on a complete portfolio basis or individually followed by a liquidation or (3) a merger or another transaction approved by our board of trustees in
which our shareholders likely will receive cash or shares of a publicly traded company. However, there can be no assurance that we will complete a liquidity event by a specified date or at all. If we
do not successfully complete a liquidity event, liquidity for an investor's common shares will be limited to our share repurchase program, which we have no obligation to maintain.

Because the dealer manager for our continuous public offering is one of our affiliates, shareholders will not have the benefit of an independent due diligence review of us,
which is customarily performed in firm commitment underwritten offerings; the absence of an independent due diligence review increases the risks and uncertainty faced as a shareholder.

The dealer manager for our continuous public offering, FS2 Capital Partners, LLC, or FS2, is one of
our affiliates. As a result, its due diligence review and investigation of us cannot be considered to be an independent review. Therefore, shareholders do not have the benefit of
an independent review and investigation of our offering of the type normally performed by an unaffiliated, independent underwriter in a firm commitment underwritten public securities offering.

Our ability to successfully conduct our continuous public offering depends, in part, on the ability of the dealer manager to establish, operate and maintain a network of
broker-dealers.

The success of our continuous public offering, and correspondingly our ability to implement our business strategy, depends upon the
ability of the dealer manager to establish, operate and maintain a network of licensed securities broker-dealers and other agents to sell our common shares. If the dealer manager fails to perform, we
may not be able to raise adequate proceeds through our continuous public offering to implement our investment strategy. If we are unsuccessful in implementing our investment strategy, shareholders
could lose all or a part of their investment.

Only a limited number of common shares may be repurchased pursuant to our share repurchase program and, to the extent shareholders are able to sell their common shares under
our share repurchase program, shareholders may not be able to recover the amount of their investment in those shares.

Our share repurchase program includes numerous restrictions that limit shareholders' ability to sell their common shares. We intend to
limit the number of common shares repurchased pursuant to our share repurchase program as follows: (1) we currently intend to limit the number of common shares to be repurchased during any
calendar year to the number of common shares we can repurchase with the proceeds we receive from the sale of our common shares under our distribution reinvestment plan, although at the discretion of
our board of trustees, we may also use cash on hand, cash available from borrowings and cash from the liquidation of securities investments as of the end of the applicable period to repurchase common
shares; (2) we intend to limit the number of common shares to be repurchased in any calendar year to 10% of the weighted average number of common shares outstanding in the prior calendar year,
or 2.5% in each calendar quarter (though the actual number of common shares that we offer to repurchase may be less in light of the limitations noted above); (3) unless shareholders tender all
of their common shares, shareholders must tender at least 25% of the number of common shares they have purchased and generally must maintain a minimum balance of

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$5,000
subsequent to submitting a portion of their common shares for repurchase by us; and (4) to the extent that the number of common shares tendered for repurchase exceeds the number of
common shares that we are able to repurchase, we will repurchase common shares on a pro rata basis, not on a first-come, first-served basis. Further, we will have no obligation to repurchase common
shares if the repurchase would violate the restrictions on distributions under federal law or Delaware law, which prohibits distributions that would cause a trust to fail to meet statutory tests of
solvency. Any of the foregoing limitations may prevent us from accommodating all repurchase requests made in any year. For example, our affiliate, FS Investment Corporation, commenced a share
repurchase program in March 2010 with substantially similar terms as our share repurchase program. Because FS Investment
Corporation had relatively few shares outstanding during the first year of its operations, the limitation described in clause (2) above resulted in fewer than all of the tendered shares being
repurchased in two tender offers conducted by FS Investment Corporation in 2010.

In
addition, our board of trustees may amend, suspend or terminate the share repurchase program upon 30 days' notice. We will notify shareholders of such developments
(1) in our quarterly reports or (2) by means of a separate mailing to shareholders, accompanied by disclosure in a current or periodic report under the Exchange Act. In addition,
although we have adopted a share repurchase program, we have discretion to not repurchase common shares, to suspend the share repurchase program and to cease repurchases. Further, the share repurchase
program has many limitations and should not be relied upon as a method to sell common shares promptly or at a desired price.

The timing of our repurchase offers pursuant to our share repurchase program may be at a time that is disadvantageous to our shareholders.

When we make quarterly repurchase offers pursuant to our share repurchase program, we may offer to repurchase common shares at a price
that is lower than the price that investors paid for common shares in our offering. As a result, to the extent investors have the ability to sell their common shares to us as part of our share
repurchase program, the price at which an investor may sell common shares, which, during our offering stage, will be 90% of the offering price in effect on the date of repurchase, may be lower than
what an investor paid in connection with the purchase of common shares in our offering.

In
addition, in the event an investor chooses to participate in our share repurchase program, the investor will be required to provide us with notice of intent to participate prior to
knowing what the repurchase price will be on the repurchase date. Although an investor will have the ability to withdraw a repurchase request prior to the repurchase date, to the extent an investor
seeks to sell common shares to us as part of our share repurchase program, the investor will be required to do so without knowledge of what the repurchase price of our common shares will be on the
repurchase date.

We may be unable to invest a significant portion of the net proceeds of our offering on acceptable terms in an acceptable timeframe.

Delays in investing the net proceeds of our offering may impair our performance. We cannot assure investors that we will be able to
identify investments that meet our investment objectives or that investments that we make will produce a positive return. We may be unable to invest the net proceeds of our offering on acceptable
terms within the time period that we anticipate or at all, which could harm our financial condition and operating results. In addition, even if GSO identifies privately-negotiated investment
opportunities that meet our investment objectives, because we did not seek exemptive relief to engage in co-investment transactions with GSO and its affiliates, we will continue to be permitted to
co-invest with GSO and its affiliates only in accordance with existing regulatory guidance.

Prior
to investing in securities of portfolio companies, we will invest the net proceeds of our continuous public offering primarily in cash, cash equivalents, U.S. government
securities, repurchase agreements and high-quality debt instruments maturing in one year or less from the time of investment, which may produce returns that are significantly lower than the returns
which we expect to achieve when our portfolio is fully invested in securities meeting our investment objectives. As a result, any distributions that we pay while our portfolio is not fully invested in
securities meeting our investment

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objectives
may be lower than the distributions that we may be able to pay when our portfolio is fully invested in securities meeting our investment objectives.

We may pay distributions from offering proceeds, borrowings or the sale of assets to the extent our cash flows from operations, net investment income or earnings are not
sufficient to fund declared distributions.

We may fund distributions from the uninvested proceeds of our continuous public offering and borrowings, and we have not established
limits on the amount of funds we may use from net offering proceeds or borrowings to make any such distributions. We have paid and may continue to pay distributions from the sale of assets to the
extent distributions exceed our earnings or cash flows from operations. Distributions from the proceeds of our continuous public offering or from borrowings could reduce the amount of capital we
ultimately invest in our portfolio companies.

A shareholder's interest in us will be diluted if we issue additional common shares, which could reduce the overall value of an investment in us.

Our investors do not have preemptive rights to any common shares we issue in the future. Our declaration of trust authorizes us to
issue 450,000,000 common shares. Pursuant to our declaration of trust, a majority of our entire board of trustees may amend our declaration of trust to increase the number of authorized common shares
without shareholder approval. After an investor purchases common shares, our board of trustees may elect to sell additional common shares in the future, issue equity interests in private offerings or
issue share-based awards to our independent trustees or employees of FS Advisor. To the extent we issue additional equity interests after an investor purchases our common shares, an investor's
percentage ownership interest in us will be diluted. In addition, depending upon the terms and pricing of any additional offerings and the value of our investments, an investor may also experience
dilution in the book value and fair value of their common shares.

Certain provisions of our declaration of trust and bylaws could deter takeover attempts and have an adverse impact on the value of our common shares.

Our declaration of trust and bylaws, as well as certain statutory and regulatory requirements, contain certain provisions that may have
the effect of discouraging a third party from attempting to acquire us. Our board of trustees may, without shareholder action, authorize the issuance of shares in one or more classes or series,
including preferred shares; and our board of trustees may, without shareholder action, amend our declaration of trust to increase the number of our common shares, of any class or series, that we have
authority to issue. These anti-takeover provisions may inhibit a change of control in circumstances that could give the holders of our common shares the opportunity to realize a premium over the value
of our common shares.

Risks Related to Our Business and Structure

Our board of trustees may change our investment policy by providing our shareholders with 60 days' prior notice, or may modify or waive our current operating policies
and strategies without prior notice or shareholder approval, the effects of which may be adverse.

Our investment policy is to invest, under normal circumstances, at least 80% of our total assets in securities of Energy companies.
This investment policy may be changed by our board of trustees if we provide our shareholders with at least 60 days' prior notice. In addition, our board of trustees has the authority to modify
or waive our current operating policies, investment criteria and strategies without prior notice and without shareholder approval. We cannot predict the effect any changes to our investment policy,
current operating policies, investment criteria and strategies would have on our business, net asset value, operating results and the value of our common shares. However, the effects might be adverse,
which could negatively impact our ability to pay distributions to shareholders and cause shareholders to lose all or part of their investment. Moreover, we will have significant flexibility in
investing the net proceeds of this offering and may use the net proceeds from our continuous public offering in ways with which investors may not agree or for purposes other than those contemplated at
the time of our continuous public offering. Finally, since our common shares are not expected to be listed on a national securities exchange for the foreseeable future, shareholders will be limited in
their

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ability
to sell their common shares in response to any changes in our investment policy, operating policies, investment criteria or strategies.

Price declines in the large corporate leveraged loan market may adversely affect the fair value of our syndicated loan portfolio, reducing our net asset value through
increased net unrealized depreciation.

Prior to the onset of the financial crisis, collateralized loan obligations, or CLOs, a type of leveraged investment vehicle holding
corporate loans, hedge funds and other highly leveraged investment vehicles comprised a substantial portion of the market for purchasing and holding first and second lien secured loans. As the
secondary market pricing of the loans underlying these portfolios deteriorated during the fourth quarter of 2008, it is our understanding that many investors, as a result of their generally high
degrees of leverage, were forced to raise cash by selling their interests in performing loans in order to satisfy margin requirements or the equivalent of margin requirements imposed by their lenders.
This resulted in a forced deleveraging cycle of price declines, compulsory sales, and further price declines, with widespread redemption requests and other constraints resulting from the credit crisis
generating further selling pressure. This pervasive forced selling and the resultant price declines eliminated or significantly impaired many of our leveraged competitors for investment opportunities,
especially those having built their investment portfolios prior to the financial crisis.

Conditions
in the large corporate leveraged loan market may experience similar disruptions or deterioration, which may cause pricing levels to similarly decline or be volatile. As a
result, we may suffer unrealized depreciation and could incur realized losses in connection with the sale of our syndicated loans, which could have a material adverse impact on our business, financial
condition and results of operations.

Economic activity in the United States was adversely impacted by the global financial crisis of 2008 and future recessions or downturns could have a material adverse effect
on our business.

Beginning in the third quarter of 2007, global credit and other financial markets suffered substantial stress, volatility, illiquidity
and disruption. These forces reached extraordinary levels in late 2008, resulting in the bankruptcy of, the acquisition of, or government intervention in the affairs of several major domestic and
international financial institutions. In particular, the financial services sector was negatively impacted by significant write-offs as the value of the assets held by financial firms declined,
impairing their capital positions and abilities to lend and invest. We believe that such value declines were exacerbated by widespread forced liquidations as leveraged holders of financial assets,
faced with declining prices, were compelled to sell to meet margin requirements and maintain compliance with applicable capital standards. Such forced liquidations also impaired or eliminated many
investors and investment vehicles, leading to a decline in the supply of capital for investment and depressed pricing levels for many assets. These events significantly diminished overall confidence
in the debt and equity markets, engendered unprecedented declines in the values of certain assets, and caused extreme economic uncertainty. Deterioration of economic and market conditions in the
future could negatively impact credit spreads as well as our ability to obtain financing, particularly from the debt markets.

Future downgrades of the U.S. credit rating and global economic uncertainty could negatively impact our business, financial condition and results of operations.

In August 2011, Standard & Poor's Ratings Services, or S&P, lowered its long-term sovereign credit rating on the U.S. from "AAA"
to "AA+," which was affirmed by S&P in June 2013. In January 2012, S&P lowered its long-term sovereign credit rating for France, Italy, Spain and six other European countries, which has negatively
impacted global markets and economic conditions. In addition, in April 2012, S&P further lowered its long-term sovereign credit rating for Spain. Recent U.S. budget deficit concerns, together with
signs of deteriorating sovereign debt conditions in Europe, have increased the possibility of additional credit-rating downgrades and economic slowdowns. The impact of any further downgrade to the
U.S. government's sovereign credit rating, or its perceived creditworthiness, and the impact of the current crisis in Europe with respect to the ability of certain European Union countries to continue
to service their sovereign debt obligations is inherently unpredictable and could adversely affect the U.S. and global financial markets and economic conditions. In addition, the economic downturn and
the significant government interventions into the financial markets and fiscal stimulus

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spending
over the last several years have contributed to significantly increased U.S. budget deficits. There can be no assurance that future fiscal or monetary measures to aid economic recovery will
be effective. These developments and reactions of the credit markets toward these developments could cause interest rates and borrowing costs to rise, which may negatively impact our ability to obtain
debt financing on favorable terms. In addition, any adverse economic conditions resulting from any further downgrade of the U.S. government's sovereign credit rating or the economic crisis in Europe
could have a material adverse effect on our business, financial condition and results of operations.

Our ability to achieve our investment objectives depends on FS Advisor's and GSO's ability to manage and support our investment process. If either FS Advisor or GSO were to
lose any members of their respective senior management teams, our ability to achieve our investment objectives could be significantly harmed.

Since we have no employees, we depend on the investment expertise, skill and network of business contacts of FS Advisor and GSO. FS
Advisor, with the assistance of GSO, evaluates, negotiates, structures, executes, monitors and services our investments. Our future success depends to a significant extent on the continued service and
coordination of FS Advisor and its senior management team. The departure of any members of FS Advisor's senior management team could have a material adverse effect on our ability to achieve our
investment objectives. Likewise, the departure of any key employees of GSO may impact its ability to render services to us under the terms of its sub-advisory agreement with FS Advisor.

Our
ability to achieve our investment objectives depends on FS Advisor's ability, with the assistance of GSO, to identify, analyze, invest in, finance and monitor companies that meet our
investment criteria. FS Advisor's capabilities in structuring the investment process, providing competent, attentive and
efficient services to us, and facilitating access to financing on acceptable terms depend on the employment of investment professionals in an adequate number and of adequate sophistication to match
the corresponding flow of transactions. To achieve our investment objectives, FS Advisor may need to hire, train, supervise and manage new investment professionals to participate in our investment
selection and monitoring process. FS Advisor may not be able to find investment professionals in a timely manner or at all. Failure to support our investment process could have a material adverse
effect on our business, financial condition and results of operations.

In
addition, both the investment advisory and administrative services agreement and the sub-advisory agreement that FS Advisor has entered into with us and GSO, respectively, have
termination provisions that allow the parties to terminate the agreements without penalty. The investment advisory and administrative services agreement may be terminated at any time, without penalty,
by FS Advisor, upon 120 days' notice to us. The sub-advisory agreement may be terminated at any time, without the payment of any penalty, upon 60 days' written notice by GSO or, if our
board of trustees or the holders of a majority of our outstanding voting securities determine that the sub-advisory agreement with GSO should be terminated, by FS Advisor. If either agreement is
terminated, it may adversely affect the quality of our investment opportunities. In addition, in the event such agreements are terminated, it may be difficult for us to replace FS Advisor or for FS
Advisor to replace GSO. Furthermore, the termination of either of these agreements may adversely impact the terms of any financing facility into which we may enter, which could have a material adverse
effect on our business and financial condition.

Because our business model depends to a significant extent upon relationships with private equity sponsors, investment banks and commercial banks, the inability of FS
Advisor and GSO to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.

If FS Advisor or GSO fails to maintain its existing relationships with private equity sponsors, investment banks and commercial banks,
on which we rely to provide us with potential investment opportunities, or develop new relationships with other sponsors or sources of investment opportunities, we may not be able to grow our
investment portfolio. In addition, individuals with whom FS Advisor and GSO have relationships are not obligated to provide us with investment opportunities, and, therefore, there is no assurance that
such relationships will generate investment opportunities for us.

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Our financial condition and results of operations depend on our ability to manage future growth effectively.

Our ability to achieve our investment objectives depends on our ability to acquire suitable investments and monitor and administer
those investments, which depends, in turn, on
our investment adviser's ability to identify, invest in and monitor companies that meet our investment criteria.

Accomplishing
this result on a cost-effective basis is largely a function of the structuring of our investment process and the ability of FS Advisor to provide competent, attentive and
efficient services to us. Our executive officers and the members of FS Advisor's investment committee have substantial responsibilities in connection with their roles at Franklin Square Holdings and
with the other entities affiliated with Franklin Square Holdings, as well as responsibilities under the investment advisory and administrative services agreement. They may also be called upon to
provide significant managerial assistance to certain of our portfolio companies. These demands on their time, which will increase as the number of investments grow, may distract them or slow the rate
of investment. In order to grow, FS Advisor will need to hire, train, supervise, manage and retain new employees. However, we cannot assure you that we will be able to do so effectively. Any failure
to manage our future growth effectively could have a material adverse effect on our business, financial condition and results of operations.

Our business requires a substantial amount of capital to grow because we must distribute most of our income.

Our business requires a substantial amount of capital. We have issued equity securities and have borrowed from financial institutions.
A reduction in the availability of new capital could limit our ability to grow. We must distribute at least 90% of our investment company taxable income to maintain our RIC status. As a result, any
such cash earnings may not be available to fund investment originations. We expect to continue to borrow from financial institutions and issue additional debt and equity securities. If we fail to
obtain funds from such sources or from other sources to fund our investments, it could limit our ability to grow, which may have an adverse effect on the value of our securities. In addition, as a
BDC, our ability to borrow or issue preferred stock may be restricted if our total assets are less than 200% of our total borrowings and preferred stock.

We may face increasing competition for investment opportunities, which could delay deployment of our capital, reduce returns and result in losses.

We compete for investments with other BDCs and investment funds (including private equity funds, mezzanine funds and CLO funds), as
well as traditional financial services companies such as commercial banks and other sources of funding. Moreover, alternative investment vehicles, such as hedge funds, have begun to invest in areas in
which they have not traditionally invested, including making investments in middle market private U.S. companies. As a result of these new entrants, competition for investment opportunities in middle
market private U.S. companies may intensify. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some
competitors may have a lower cost of capital and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk
assessments than we have. These characteristics could allow our competitors to consider a wider variety of investments, establish more relationships and offer better pricing and more flexible
structuring than we are able to do. We may lose investment opportunities if we do not match our competitors' pricing, terms and structure. If we are forced to match our competitors' pricing, terms and
structure, we may not be able to achieve acceptable returns on our investments or may bear substantial risk of capital loss. A significant part of our competitive advantage stems from the fact that
the market for investments in middle market private U.S. companies is underserved by traditional commercial banks and other financial sources. A
significant increase in the number and/or the size of our competitors in this target market could force us to accept less attractive investment terms. Furthermore, many of our competitors have greater
experience operating under, or are not subject to, the regulatory restrictions that the 1940 Act imposes on us as a BDC.

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A significant portion of our investment portfolio is and will be recorded at fair value as determined in good faith by our board of trustees and, as a result, there is and
will be uncertainty as to the value of our portfolio investments.

Under the 1940 Act, we are required to carry our portfolio investments at market value or, if there is no readily available market
value, at fair value as determined by our board of trustees. There is not a public market for the securities of the privately-held companies in which we invest. Many of our investments are not
publicly-traded or actively-traded on a secondary market but are, instead, traded on a privately-negotiated over-the-counter secondary market for institutional investors or are not traded at all. As a
result, we value these securities quarterly at fair value as determined in good faith by our board of trustees.

Certain
factors that may be considered in determining the fair value of our investments include dealer quotes for securities traded on the secondary market for institutional investors,
the nature and realizable value of any collateral, the portfolio company's earnings and its ability to make payments on its indebtedness, the markets in which the portfolio company does business,
comparison to comparable publicly-traded companies, discounted cash flow and other relevant factors. Because such valuations, and particularly valuations of private securities and private companies,
are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a
ready market for these non-traded securities existed. Due to this uncertainty, our fair value determinations may cause our net asset value on a given date to materially understate or overstate the
value that we may ultimately realize upon the sale of one or more of our investments.

There is a risk that investors in our common shares may not receive distributions or that our distributions may not grow over time.

We cannot assure shareholders that we will achieve investment results that will allow us to make a specified level of cash
distributions or year-to-year increases in cash distributions. All distributions will be paid at the discretion of our board of trustees and will depend on our earnings, our net investment income, our
financial condition, maintenance of our RIC status, compliance with applicable BDC regulations and such other factors as our board of trustees may deem relevant from time to time. In addition, due to
the asset coverage test applicable to us as a BDC, we may be limited in our ability to make distributions. See "Item 1. BusinessRegulationSenior Securities."

Our distribution proceeds have exceeded and in the future may exceed our earnings, particularly during the period before we have substantially invested the net proceeds from
our continuous public offering. Therefore, portions of the distributions that we make may represent a return of capital to shareholders for tax purposes, which will lower their tax basis in their
common shares.

We may pay all or a substantial portion of our distributions from the proceeds of our public offering or from borrowings in
anticipation of future cash flow, which may constitute a return of shareholders' capital and will lower such shareholders' tax basis in their common shares. A return of capital generally is a return
of a shareholder's investment rather than a return of earnings or gains derived from our investment activities.

If we internalize our management functions, a shareholder's interest in us could be diluted, and we could incur other significant costs associated with being self-managed.

Our board of trustees may decide in the future to internalize our management functions. If we do so, we may elect to negotiate to
acquire FS Advisor's assets and personnel. At this time, we cannot anticipate the form or amount of consideration or other terms relating to any such acquisition. Such consideration could take many
forms, including cash payments, promissory notes and our common shares. The payment of such consideration could result in dilution of a shareholder's interest in us and could reduce the earnings per
share attributable to their investment.

In
addition, while we would no longer bear the costs of the various fees and expenses we expect to pay to FS Advisor under the investment advisory and administrative services agreement,
we would incur the compensation and benefits costs of our officers and other employees and consultants that are being paid by FS Advisor or its affiliates. In addition, we may issue equity awards to
officers, employees and

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consultants.
These awards would decrease net income and may further dilute an investment in us. We cannot reasonably estimate the amount of fees we would save or the costs we would incur if we became
self-managed. If the expenses we assume as a result of an internalization are higher than the expenses we avoid paying to FS Advisor, our earnings per share would be lower as a result of the
internalization than it otherwise would have been, potentially decreasing the amount of funds available to distribute to our shareholders and the value of our common shares. As we are currently
organized, we do not have any employees. If we elect to internalize our operations, we would employ personnel and would be subject to potential liabilities commonly faced by employers, such as workers
disability and compensation claims and other employee-related liabilities and grievances.

If
we internalize our management functions, we could have difficulty integrating these functions as a stand-alone entity. Currently, individuals employed by FS Advisor and its affiliates
perform asset
management and general and administrative functions, including accounting and financial reporting, for multiple entities. These personnel have a great deal of know-how and experience. We may fail to
properly identify the appropriate mix of personnel and capital needs to operate as a stand-alone entity. An inability to manage an internalization transaction effectively could thus result in our
incurring excess costs and/or suffering deficiencies in our disclosure controls and procedures or our internal control over financial reporting. Such deficiencies could cause us to incur additional
costs, and our management's attention could be diverted from effectively managing our investments.

Internalization
transactions have also, in some cases, been the subject of litigation. Even if these claims are without merit, we could be forced to spend significant amounts of money
defending such claims, which would reduce the amount of funds we have available for investment in targeted assets.

Changes in laws or regulations governing our operations or the operations of our business partners may adversely affect our business or cause us to alter our business
strategy.

We and our portfolio companies are subject to regulation at the local, state and federal level. New legislation may be enacted or new
interpretations, rulings or regulations could be adopted, including those governing the types of investments we are permitted to make, any of which could harm us and our shareholders, potentially with
retroactive effect. Changes in laws or regulations governing the operations of those with whom we do business, including selected broker-dealers selling our common shares, could also have a material
adverse effect on our business, financial condition and results of operations.

In
addition, any changes to the laws and regulations governing our operations, including with respect to permitted investments, may cause us to alter our investment strategy to avail
ourselves of new or different opportunities or make changes to our business. Such changes could result in material differences to our strategies and plans as set forth in this annual report on
Form 10-K and may result in our investment focus shifting from the areas of expertise of FS Advisor and GSO to other types of investments in which FS Advisor and GSO may have less expertise or
little or no experience. Thus, any such changes, if they occur, could have a material adverse effect on our results of operations and the value of a shareholder's investment.

As a public company, we are subject to regulations not applicable to private companies, such as provisions of the Sarbanes-Oxley Act. Efforts to comply with such regulations
will involve significant expenditures, and non-compliance with such regulations may adversely affect us.

As a public company, we are subject to regulations not applicable to private companies, including provisions of the Sarbanes-Oxley Act
and the related rules and regulations promulgated by the SEC. Our management is required to report on our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley
Act and rules and regulations of the SEC thereunder. We are required to review on an annual basis our internal control over financial reporting, and on a quarterly and annual basis, to evaluate and
disclose changes in our internal control over financial reporting. Section 404 of the Sarbanes-Oxley Act also generally requires an attestation from our independent registered public accounting
firm on the effectiveness of our internal control over financial reporting.

As
a result, we expect to incur significant additional expenses, which may negatively impact our financial performance and our ability to make distributions. This process will also
result in a diversion of management's time and attention. We cannot be certain as to the timing of the completion of our

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evaluation,
testing and remediation actions or the impact of the same on our operations and we may not be able to ensure that the process is effective or that our internal control over financial
reporting is or will be effective in a timely manner. In the event that we are unable to maintain an effective system of internal control and maintain or achieve compliance with the Sarbanes-Oxley Act
and related rules, we may be adversely affected.

The impact of recent financial reform legislation on us is uncertain.

In light of recent conditions in the U.S. and global financial markets and the U.S. and global economy, legislators, the presidential
administration and regulators have increased their focus on the regulation of the financial services industry. The Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act,
institutes a wide range of reforms that will have an impact on all financial institutions. Many of the requirements called for in the Dodd-Frank Act will be implemented over time, most of which will
be subject to implementing regulations over the course of several years. Given the uncertainty associated with the manner in which the provisions of the Dodd-Frank Act will be implemented by the
various regulatory agencies and through regulations, the full impact such requirements will have on our business, results of operations or financial condition is unclear. The changes resulting from
the Dodd-Frank Act may require us to invest significant management attention and resources to evaluate and make necessary changes in order to comply with new statutory and regulatory requirements.
Failure to comply with any such laws, regulations or principles, or changes thereto, may negatively impact our business, results of operations and financial condition. While we cannot predict what
effect any changes in the laws or regulations or their interpretations would have on us as a result of the Dodd-Frank Act, these changes could be materially adverse to us and our shareholders.

We may experience fluctuations in our quarterly results.

We could experience fluctuations in our quarterly operating results due to a number of factors, including our ability or inability to
make investments in companies that meet our investment criteria, the interest rate payable on the debt securities we acquire, the level of our expenses, variations in and the timing of the recognition
of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. As a result of these factors, results for any previous period
should not be relied upon as being indicative of performance in future periods.

Risks Related to FS Advisor and Its Affiliates

FS Advisor has limited prior experience managing a BDC or a RIC.

While FS Advisor's management team consists of substantially the same personnel that form the investment and operations team of the
investment advisers to Franklin Square Holdings' other affiliated BDCs, FS Advisor has limited prior experience managing a BDC or a RIC and has limited experience investing in Energy companies.
Therefore, FS Advisor may not be able to successfully operate our business or achieve our investment objectives. As a result, an investment in our common shares may entail more risk than the shares of
a comparable company with a substantial operating history.

The
1940 Act and the Code impose numerous constraints on the operations of BDCs and RICs that do not apply to other types of investment vehicles. For example, under the 1940 Act, BDCs
are required to invest at least 70% of their total assets primarily in securities of qualifying U.S. private or thinly-traded public companies. Moreover, qualification for RIC tax treatment under
Subchapter M of the Code requires satisfaction of source-of-income, diversification and other requirements. The failure to comply with these provisions in a timely manner could prevent us from
qualifying as a BDC or a RIC or could force us to pay unexpected taxes and penalties, which could be material. FS Advisor's limited experience in managing a portfolio of assets under such constraints
may hinder its ability to take advantage of attractive investment opportunities and, as a result, achieve our investment objectives.

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FS Advisor and its affiliates, including our officers and some of our trustees, face conflicts of interest caused by compensation arrangements with us and our affiliates,
which could result in actions that are not in the best interests of our shareholders.

FS Advisor and its affiliates receive substantial fees from us in return for their services, and these fees could influence the advice
provided to us. Among other matters, the compensation arrangements could affect their judgment with respect to public offerings of equity by us, which allow the dealer manager to earn additional
dealer manager fees and FS Advisor to earn increased asset management fees. In addition, the decision to utilize leverage has increased our assets and, as a result, has increased the amount of
management fees payable to FS Advisor.

We may be obligated to pay FS Advisor incentive compensation even if we incur a net loss due to a decline in the value of our portfolio.

Our investment advisory and administrative services agreement entitles FS Advisor to receive incentive compensation on income
regardless of any capital losses. In such case, we
may be required to pay FS Advisor incentive compensation for a fiscal quarter even if there is a decline in the value of our portfolio or if we incur a net loss for that quarter.

Any
incentive fee payable by us that relates to our net investment income may be computed and paid on income that may include interest that has been accrued but not yet received. If a
portfolio company defaults on a loan that is structured to provide accrued interest, it is possible that accrued interest previously included in the calculation of the incentive fee will become
uncollectible. FS Advisor is not under any obligation to reimburse us for any part of the incentive fee it received that was based on accrued income that we never received as a result of a default by
an entity on the obligation that resulted in the accrual of such income, and such circumstances would result in our paying an incentive fee on income we never received.

For
federal income tax purposes, we are required to recognize taxable income (such as deferred interest that is accrued as original issue discount) in some circumstances in which we do
not receive a corresponding payment in cash and to make distributions with respect to such income to maintain our status as a RIC. Under such circumstances, we may have difficulty meeting the Annual
Distribution Requirement necessary to maintain RIC tax treatment under the Code. This difficulty in making the required distribution may be amplified to the extent that we are required to pay an
incentive fee with respect to such accrued income. As a result, we may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or
equity capital, or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, we may fail to qualify for RIC tax treatment and thus become subject to
corporate-level income tax.

There may be conflicts of interest related to obligations FS Advisor's and GSO's senior management and investment teams have to our affiliates and to other clients.

The members of the senior management and investment teams of both FS Advisor and GSO serve or may serve as officers, directors or
principals of entities that operate in the same or a related line of business as we do, or of investment funds managed by the same personnel. For example, the officers, managers and other personnel of
FS Advisor also serve in similar capacities for the investment advisers to Franklin Square Holdings' three other affiliated BDCs, FS Investment Corporation, FS Investment Corporation II and FS
Investment Corporation III and Franklin Square Holdings' affiliated closed-end management investment company, FS Global Credit Opportunities Fund. In serving in these multiple and other capacities,
they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in our best interests or in the best interest of our shareholders. Our investment
objectives may overlap with the investment objectives of such investment funds, accounts or other investment vehicles. For example, we rely on FS Advisor to manage our day-to-day activities and to
implement our investment strategy. FS Advisor and certain of its affiliates are presently, and plan in the future to continue to be, involved with activities which are unrelated to us. As a result of
these activities, FS Advisor, its employees and certain of its affiliates will have conflicts of interest in allocating their time between us and other activities in which they are or may become
involved, including the management of other entities affiliated with Franklin Square Holdings. FS Advisor and its employees will devote only as much of its or their time to our business as FS Advisor
and its

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employees,
in their judgment, determine is reasonably required, which may be substantially less than their full time.

Furthermore,
GSO, on which FS Advisor relies to assist it in identifying investment opportunities and making investment recommendations, has similar conflicts of interest. GSO or its
affiliate, GDFM, serves as investment sub-adviser to Franklin Square Holdings' three other affiliated BDCs and Franklin Square Holdings' affiliated closed-end management investment company. GSO, its
affiliates and their respective members, partners, officers and employees will devote as much of their time to our activities as they deem necessary and appropriate. GSO and its affiliates are not
restricted from forming additional investment funds, from entering into other investment advisory relationships or from engaging in other business activities, even though such activities may be in
competition with us and/or may involve substantial time and resources of GSO. Also, in connection with such business activities, GSO and its affiliates may have existing business relationships or
access to material, non-public information that may prevent it from recommending investment opportunities that would otherwise fit within our investment objectives. All of these factors could be
viewed as creating a conflict of interest in that the time, effort and ability of the members of GSO, its affiliates and their officers and employees will not be devoted exclusively to our business
but will be allocated between us and the management of the monies of other advisees of GSO and its affiliates.

The time and resources that individuals employed by FS Advisor and GSO devote to us may be diverted, and we may face additional competition due to the fact that individuals
employed by FS Advisor and GSO are not prohibited from raising money for or managing another entity that makes the same types of investments that we target.

Neither FS Advisor nor GSO, or individuals employed by FS Advisor or GSO, are prohibited from raising money for and managing another
investment entity that makes the same types of investments as those we target. As a result, the time and resources that these individuals may devote to us may be diverted. In addition, we may compete
with any such investment entity for the same investors and investment opportunities. In an order dated June 4, 2013, the SEC granted exemptive relief permitting us, subject to satisfaction of
certain conditions, to co-invest in certain privately negotiated investment transactions with our co-investment affiliates. Because we did not seek exemptive relief to engage in co-investment
transactions with GSO and its affiliates, we will be permitted to co-invest with GSO and its affiliates only in accordance with existing regulatory guidance. Affiliates of GSO, whose primary
businesses include the origination of investments, engage in investment advisory business with accounts that compete with us. Affiliates of GSO have no obligation to make their originated investment
opportunities available to GSO or to us.

Our incentive fee may induce FS Advisor to make, and GSO to recommend, speculative investments.

The incentive fee payable by us to FS Advisor may create an incentive for it to make investments on our behalf that are risky or more
speculative than would be the case in the absence of such compensation arrangement. The way in which the incentive fee payable to FS Advisor
is determined may encourage it to use leverage to increase the return on our investments. In addition, the fact that our base management fee is payable based upon our gross assets, which would include
any borrowings for investment purposes, may encourage FS Advisor to use leverage to make additional investments. Under certain circumstances, the use of leverage may increase the likelihood of
default, which would disfavor holders of our common shares. Such a practice could result in our investing in more speculative securities than would otherwise be in our best interests, which could
result in higher investment losses, particularly during cyclical economic downturns. In addition, since GSO will receive a portion of the advisory fees paid to FS Advisor, GSO may have an incentive to
recommend investments that are riskier or more speculative.

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Risks Related to Business Development Companies

The requirement that we invest a sufficient portion of our assets in qualifying assets could preclude us from investing in accordance with our current business strategy;
conversely, the failure to invest a sufficient portion of our assets in qualifying assets could result in our failure to maintain our status as a BDC.

As a BDC, we may not acquire any assets other than "qualifying assets" unless, at the time of such acquisition, at least 70% of our
total assets are qualifying assets. Therefore, we may be precluded from investing in what we believe are attractive investments if such investments are not qualifying assets. Conversely, if we fail to
invest a sufficient portion of our assets in qualifying assets, we could lose our status as a BDC, which would have a material adverse effect on our business, financial condition and results of
operations. Similarly, these rules could prevent us from making additional investments in existing portfolio companies, which could result in the dilution of our position, or could require us to
dispose of investments at an inopportune time to comply with the 1940 Act. If we were forced to sell non-qualifying investments in the portfolio for compliance purposes, the proceeds from such sale
could be significantly less than the current value of such investments.

Failure to maintain our status as a BDC would reduce our operating flexibility.

If we do not remain a BDC, we might be regulated as a closed-end investment company under the 1940 Act, which would subject us to
substantially more regulatory restrictions under the 1940 Act and correspondingly decrease our operating flexibility.

Regulations governing our operation as a BDC and a RIC will affect our ability to raise, and the way in which we raise, additional capital or borrow for investment purposes,
which may have a negative effect on our growth.

As a result of the Annual Distribution Requirement to qualify as a RIC, we may need to periodically access the capital markets to raise
cash to fund new investments. We may issue "senior securities," as defined in the 1940 Act, including borrowing money from banks or other financial institutions only in amounts such that our asset
coverage, as defined in the 1940 Act, equals at least 200% after such incurrence or issuance. Our ability to issue different types of securities is also limited. Compliance with these requirements may
unfavorably limit our investment opportunities and reduce our ability in comparison to other companies to profit from favorable spreads between the rates at which we can borrow and the rates at which
we can lend. As a BDC, therefore, we intend to issue equity continuously at a rate more frequent than our privately-owned competitors, which may lead to greater shareholder dilution.

We
expect to borrow for investment purposes. If the value of our assets declines, we may be unable to satisfy the asset coverage test, which would prohibit us from paying distributions
and could prevent us from qualifying as a RIC. If we cannot satisfy the asset coverage test, we may be required to sell a portion of our investments and, depending on the nature of our debt financing,
repay a portion of our indebtedness at a time when such sales may be disadvantageous.

Under
the 1940 Act, we generally are prohibited from issuing or selling our common shares at a price per share, after deducting selling commissions and dealer manager fees, that is below
our net asset value per share, which may be a disadvantage as compared with other public companies. We may, however, sell our common shares, or warrants, options or rights to acquire our common
shares, at a price below the current net asset value of the common shares if our board of trustees and independent trustees determine that such sale is in our best interests and the best interests of
our shareholders, and our shareholders as well as those shareholders that are not affiliated with us approve such sale.

Our ability to enter into transactions with our affiliates is restricted.

We are prohibited under the 1940 Act from participating in certain transactions with certain of our affiliates without the prior
approval of a majority of the independent members of our board of trustees and, in some cases, the SEC. Any person that owns, directly or indirectly, 5% or more of our outstanding voting securities
will be our affiliate for purposes of the 1940 Act and we will generally be prohibited from buying or selling any securities from or to such affiliate, absent the prior approval of our board of
trustees. The 1940 Act also prohibits certain "joint" transactions with certain of our

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affiliates,
which could include investments in the same portfolio company (whether at the same or different times), without prior approval of our board of trustees and, in some cases, the SEC. In an
order dated June 4, 2013, the SEC granted exemptive relief permitting us, subject to satisfaction of certain conditions, to co-invest in certain privately negotiated investment transactions
with our co-investment affiliates. If a person acquires more than 25% of our voting securities, we will be prohibited from buying or selling any security from or to such person or certain of that
person's affiliates, or entering into prohibited joint transactions with such persons to the extent not covered by our exemptive relief, absent the prior approval of the SEC. Similar restrictions
limit our ability to transact business with our officers or trustees or their affiliates. As a result of these restrictions, we may be prohibited from buying or selling any security from or to any
portfolio company of a private equity fund managed by FS Advisor without the prior approval of the SEC, which may limit the scope of investment opportunities that would otherwise be available to us.

We are uncertain of our sources for funding our future capital needs; if we cannot obtain debt or equity financing on acceptable terms, our ability to acquire investments
and to expand our operations will be adversely affected.

The net proceeds from the sale of common shares will be used for our investment opportunities, operating expenses and for payment of
various fees and expenses such as base management fees, incentive fees and other fees. Any working capital reserves we maintain may not be sufficient for investment purposes, and we may require debt
or equity financing to operate. Accordingly, in the event that we develop a need for additional capital in the future for investments or for any other reason, these sources of funding may not be
available to us. Consequently, if we cannot obtain debt or equity financing on acceptable terms, our ability to acquire investments and to expand our operations will be adversely affected. As a
result, we would be less able to allocate our portfolio among various issuers and industries and achieve our investment objectives, which may negatively impact our results of operations and reduce our
ability to make distributions to our shareholders.

Risks Related to Our Investments

Our investments in prospective portfolio companies may be risky, and we could lose all or part of our investment.

Our investments in senior and subordinated debt, select equity investments and other investments issued by private Energy companies may
be risky.

Senior debt.There is a risk that any collateral pledged by portfolio companies securing our senior debt may decrease in value over
time or lose its
entire value, may be difficult to sell in a timely manner, may be difficult to appraise and may fluctuate in value based upon the success of the business and market conditions, including as a result
of the inability of the portfolio company to raise additional capital. To the extent our debt investment is collateralized by the securities of a portfolio company's subsidiaries, such securities may
lose some or all of their value in the event of the bankruptcy or insolvency of the portfolio company. Also, in some circumstances, our security interest may be contractually or structurally
subordinated to claims of other creditors. In addition, deterioration in a portfolio company's financial condition and prospects, including its inability to raise additional capital, may be
accompanied by deterioration in the value of the collateral for the loan. Loans that are under-collateralized involve a greater risk of loss. Consequently, the fact that a loan is secured does not
guarantee that we will receive principal and interest payments according to the senior debt's terms, or at all, or that we will be able to collect on the loan should we be forced to enforce our
remedies.

Subordinated debt.Our subordinated debt investments will generally rank junior in priority of payment to senior debt and will
generally be
unsecured. This may result in a heightened level of risk and volatility or a loss of principal, which could lead to the loss of the entire investment. These investments may involve additional risks
that could adversely affect our investment returns. To the extent interest payments associated with such debt are deferred, such debt may be subject to greater fluctuations in valuations, and such
debt could subject us and our shareholders to non-cash income. Since we will not receive any principal repayments prior to the maturity of some of our subordinated debt investments, such investments
will be of greater risk than amortizing loans.

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Equity investments.We expect to make select equity investments in income-oriented preferred or common equity interests, which may
include interests
in MLPs. In addition, when we invest in senior secured loans and notes or subordinated debt, we may acquire warrants to purchase equity securities. The equity interests we receive may not appreciate
in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may
not be sufficient to offset any other losses we experience.

Net profits interests, royalty interests, volumetric production payments, or VPPs.We may invest in energy-specific non-operating
investments
including net profits interests, royalty interests or VPPs. Net profits interests and royalty interests are contractual agreements whereby the holders of such interests are entitled to a portion of
the mineral production, or proceeds therefrom. A VPP is a type of structured investment whereby the owner sells a specific volume of production in a field or property to an investor and the investor
receives a specific quota of production on a monthly basis in either raw output or proceeds therefrom. We will not have any operational control over these investments and our
receipt of payments is contingent on the producer's ability to meet its supply obligations, which can make these types of investments highly speculative.

Non-U.S. securities.We may invest in non-U.S. securities, which may include securities denominated in U.S. dollars or in non-U.S.
currencies, to the
extent permitted by the 1940 Act. Because evidences of ownership of such securities usually are held outside the United States, we would be subject to additional risks if we invested in non-U.S.
securities, which include possible adverse political and economic developments, seizure or nationalization of foreign deposits and adoption of governmental restrictions which might adversely affect or
restrict the payment of principal and interest on the non-U.S. securities to investors located outside the country of the issuer, whether from currency blockage or otherwise. Since non-U.S. securities
may be purchased with and payable in foreign currencies, the value of these assets as measured in U.S. dollars may be affected unfavorably by changes in currency rates and exchange control
regulations.

In
addition, we invest in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Below investment grade
securities, which are often referred to as "junk," have predominantly speculative characteristics with respect to the issuer's capacity to pay interest and repay principal. They may also be difficult
to value and illiquid.

Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies.

Our portfolio companies may have, or may be permitted to incur, other debt that ranks equally with, or senior to, the debt in which we
invest. By their terms, such debt instruments may entitle the holders to receive payment of interest or principal on or before the dates on which we are entitled to receive payments with respect to
the debt instruments in which we invest. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to
our investment in that portfolio company would typically be entitled to receive payment in full before we receive any proceeds. After repaying such senior creditors, such portfolio company may not
have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with debt instruments in which we invest, we would have to share on an equal basis any
distributions with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.

There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims.

If one of our portfolio companies were to go bankrupt, depending on the facts and circumstances, including the extent to which we
actually provided managerial assistance to that portfolio company, a bankruptcy court might recharacterize our debt investment and subordinate all or a portion of our claim to that of other creditors.
In situations where a bankruptcy carries a high degree of political significance, our legal rights may be subordinated to other creditors. We may also be subject to lender liability claims for actions
taken by us with respect to a borrower's business or in instances where we exercise control over the borrower or render significant managerial assistance.

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We generally will not control our portfolio companies.

We do not expect to control most of our portfolio companies, even though we may have board representation or board observation rights,
and our debt agreements with such portfolio companies may contain certain restrictive covenants. As a result, we are subject to the risk that a portfolio company in which we invest may make business
decisions with which we disagree and the management of such company, as representatives of the holders of their common equity, may take risks or otherwise act in ways that do not serve our interests
as debt investors. Due to the lack of liquidity for our investments in non-traded companies, we may not be able to dispose of our interests in our portfolio companies as readily as we would like or at
an appropriate valuation. As a result, a portfolio company may make decisions that could decrease the value of our portfolio holdings.

We are exposed to risks associated with changes in interest rates.

We are subject to financial market risks, including changes in interest rates. General interest rate fluctuations may have a
substantial negative impact on our investments and investment opportunities and, accordingly have a material adverse effect on our investment objectives and our rate of return on invested capital. In
addition, an increase in interest rates would make it more expensive to use debt for our financing needs, if any.

Interest
rates have recently been at or near historic lows. In the event of a rising interest rate environment, payments under floating rate debt instruments would rise and there may be
a significant number of issuers of such floating rate debt instruments that would be unable or unwilling to pay such increased interest costs and may otherwise be unable to repay their loans.
Investments in floating rate debt instruments may also decline in value in response to rising interest rates if the interest rates of such investments do not rise as much, or as quickly, as market
interest rates in general. Similarly, during periods of rising interest rates, fixed rate debt instruments may decline in value because the fixed rates of interest paid thereunder may be below market
interest rates.

Second priority liens on collateral securing debt investments that we make to our portfolio companies may be subject to control by senior creditors with first priority
liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us.

Certain debt investments that we make to portfolio companies may be secured on a second priority basis by the same collateral securing
first priority debt of such companies. The first priority liens on the collateral will secure the portfolio company's obligations under any
outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by such company under the agreements governing the loans. The holders of obligations secured by
the first priority liens on the collateral will generally control the liquidation of and be entitled to receive proceeds from any realization of the collateral to repay their obligations in full
before us. In addition, the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance
that the proceeds, if any, from the sale or sales of all of the collateral would be sufficient to satisfy the debt obligations secured by the second priority liens after payment in full of all
obligations secured by the first priority liens on the collateral. If such proceeds are not sufficient to repay amounts outstanding under the debt obligations secured by the second priority liens,
then we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against such company's remaining assets, if any.

The
rights we may have with respect to the collateral securing the debt investments we make to our portfolio companies with senior debt outstanding may also be limited pursuant to the
terms of one or more intercreditor agreements that we enter into with the holders of senior debt. Under such an intercreditor agreement, at any time that obligations that have the benefit of the first
priority liens are outstanding, any of the following actions that may be taken in respect of the collateral will be at the direction of the holders of the obligations secured by the first priority
liens: the ability to cause the commencement of enforcement proceedings against the collateral; the ability to control the conduct of such proceedings; the approval of amendments to collateral
documents; releases of liens on the collateral; and waivers of past defaults under collateral documents. We may not have the ability to control or direct such actions, even if our rights are adversely
affected.

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Economic recessions or downturns could impair our portfolio companies and harm our operating results.

Many of our portfolio companies may be susceptible to economic slowdowns or recessions and may be unable to repay our debt investments
during these periods. Therefore, our non-performing assets are likely to increase, and the value of our portfolio is likely to decrease, during these periods. Adverse economic conditions may also
decrease the value of any collateral securing our first lien or second lien secured loans. A prolonged recession may further decrease the value of such collateral and result in losses of value in our
portfolio and a decrease in our revenues, net income and net asset value. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a
decision by lenders not to extend credit to us on terms we deem acceptable. These events could prevent us from increasing investments and harm our operating results.

A covenant breach by our portfolio companies may harm our operating results.

A portfolio company's failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and,
potentially, termination of its loans and
foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize a portfolio company's ability to meet its obligations under the debt or equity securities
that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms, which may include the waiver of certain financial covenants, with a defaulting
portfolio company.

Our portfolio companies may be highly leveraged.

Some of our portfolio companies may be highly leveraged, which may have adverse consequences to these companies and to us as an
investor. These companies may be subject to restrictive financial and operating covenants and the leverage may impair these companies' ability to finance their future operations and capital needs. As
a result, these companies' flexibility to respond to changing business and economic conditions and to take advantage of business opportunities may be limited. Further, a leveraged company's income and
net assets will tend to increase or decrease at a greater rate than if borrowed money were not used.

Investing in middle market companies involves a number of significant risks, any one of which could have a material adverse effect on our operating results.

Investments in middle market companies involve some of the same risks that apply generally to investments in larger, more established
companies. However, such investments have more pronounced risks in that they:



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We may not realize gains from our equity investments.

Certain investments that we may make could include warrants or other equity-linked securities. In addition, we may make direct equity
investments in portfolio companies. The equity interests we receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity
interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience. We may also be unable to realize any value if a
portfolio company does not have a liquidity event, such as a sale of the business, recapitalization or public offering, which would allow us to sell the underlying equity interests. We may be unable
to exercise any put rights we acquire, which grant us the right to sell our equity securities back to the portfolio company, for the consideration provided in our investment documents if the issuer is
in financial distress.

An investment strategy focused primarily on privately-held companies presents certain challenges, including the lack of available information about these companies.

Our investments are primarily in privately-held companies. Investments in private companies pose significantly greater risks than
investments in public companies. First, private companies have reduced access to the capital markets, resulting in diminished capital resources and the ability to withstand financial distress. As a
result, these companies, which may present greater credit risk than public companies, may be unable to meet their obligations under their debt and equity securities that we hold. Second, the
investments themselves often may be illiquid. The securities of many of the companies in which we invest are not publicly traded or actively traded on the secondary market and are, instead, traded on
a privately negotiated over-the-counter secondary market for institutional investors. In addition, such securities may be subject to legal and other restrictions on resale. As such, we may have
difficulty exiting an investment promptly or at a desired price prior to maturity or outside of a normal amortization schedule. These investments may also be difficult to value because little public
information generally exists about private companies, requiring an experienced due
diligence team to analyze and value the potential portfolio company. Finally, these companies may not have third-party debt ratings or audited financial statements. We must therefore rely on the
ability of FS Advisor and/or GSO to obtain adequate information through due diligence to evaluate the creditworthiness and potential returns from investing in these companies. These companies and
their financial information will generally not be subject to the Sarbanes-Oxley Act and other rules and regulations that govern public companies. If we are unable to uncover all material information
about these companies, we may not make a fully informed investment decision, and we may lose money on our investments.

A lack of liquidity in certain of our investments may adversely affect our business.

We invest in certain companies whose securities are not publicly-traded or actively-traded on the secondary market and are, instead,
traded on a privately-negotiated over-the-counter secondary market for institutional investors, and whose securities are subject to legal and other restrictions on resale or are otherwise less liquid
than publicly traded securities. The illiquidity of certain of our investments may make it difficult for us to sell these investments when desired. In addition, if we are required to liquidate all or
a portion of our portfolio quickly, we may realize significantly less than the value at which we had previously recorded these investments. The reduced liquidity of our investments may make it
difficult for us to dispose of them at a favorable price, and, as a result, we may suffer losses.

We may not have the funds or ability to make additional investments in our portfolio companies.

We may not have the funds or ability to make additional investments in our portfolio companies. After our initial investment in a
portfolio company, we may be called upon from time to time to provide additional funds to such company or have the opportunity to increase our investment through the exercise of a warrant to purchase
common stock. There is no assurance that we will make, or will have sufficient funds to make, follow-on investments. Any decisions not to make a follow-on investment or any inability on our part to
make such an investment may have a negative impact on a portfolio company in need of such an investment, may result in a missed opportunity for us to increase our participation in a successful
operation or may reduce the expected return on the investment.

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Prepayments of our debt investments by our portfolio companies could adversely impact our results of operations and reduce our return on equity.

We are subject to the risk that the investments we make in our portfolio companies may be repaid prior to maturity. When this occurs,
we will generally reinvest these proceeds in temporary investments, pending their future investment in new portfolio companies. These temporary investments will typically have substantially lower
yields than the debt being prepaid and we could experience significant delays in reinvesting these amounts. Any future investment in a new portfolio company may also be at lower yields than the debt
that was repaid. As a result, our results of operations could be materially adversely affected if one or more of our portfolio companies elect to prepay amounts owed to us. Additionally, prepayments,
net of prepayment fees, could negatively impact our return on equity.

Energy Company Risks

Our investment policy is to invest, under normal circumstances, at least 80% of our total assets in securities of Energy companies.
This investment policy may not be changed without at least 60 days' prior notice to holders of our common shares of any such change. The revenues, income (or losses) and valuations of Energy
companies can fluctuate suddenly and dramatically due to a number of factors.

Because our investment policy is to invest at least 80% of our total assets in securities of Energy companies, our portfolio will not be well allocated among various
industries.

Our investment policy is to invest at least 80% of our total assets in securities of Energy companies. As there can be a correlation in
the valuation of the securities in our portfolio, a decline in value of the securities of one company may be accompanied by a decline in the valuations of the securities of other companies within the
Energy industry that we may hold in our portfolio. A decline in value of the securities of such issuers or a downturn in the Energy sector might have a more severe impact on us than on an entity that
is more broadly allocated among various industries.

An increase or decrease in commodity supply or demand may adversely affect our business.

A decrease in the production of natural gas, natural gas liquids, crude oil, coal or other energy commodities, a decrease in the volume
of such commodities available for transportation, mining, processing, storage or distribution, or a sustained decline in demand for such commodities may adversely impact the financial performance or
prospects of Energy companies in which we may invest. Energy companies are subject to supply and demand fluctuations in the markets they serve which will be impacted by a wide range of factors,
including fluctuating commodity prices,
weather, increased conservation or use of alternative fuel sources, increased governmental or environmental regulation, depletion of natural gas, natural gas liquids, crude oil or coal production,
rising interest rates, declines in domestic or foreign production of natural gas, natural gas liquids and crude oil, accidents or catastrophic events and economic conditions, among others.

An increase or decrease in commodity pricing may adversely affect our business.

The return on our prospective investments in Energy companies will be dependent on the margins received by those companies for the
exploration, development, production, gathering, transportation, processing, storing, refining, distribution, mining, generation or marketing of natural gas, natural gas liquids, crude oil, refined
products, coal or power. These margins may fluctuate widely in response to a variety of factors including global and domestic economic conditions, weather conditions, natural disasters, the supply and
price of imported energy commodities, the production and storage levels of energy commodities in certain regions or in the world, political instability, terrorist activities, transportation
facilities, energy conservation, domestic and foreign governmental regulation and taxation and the availability of local, intrastate and interstate transportation systems. Volatility of commodity
prices may also make it more difficult for Energy companies in which we may invest to raise capital to the extent the market perceives that their performance may be directly or indirectly tied to
commodity prices.

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Cyclicality within the Energy sector may adversely affect our business.

Industries within the Energy sector are cyclical with fluctuations in commodity prices and demand for commodities driven by a variety
of factors. The highly cyclical nature of the industries within the Energy sector may lead to volatile changes in commodity prices, which may adversely affect the earnings of Energy companies in which
we may invest.

Changes in international, foreign, federal, state or local government regulation may adversely affect our business.

Energy companies are subject to significant international, foreign, federal, state and local government regulation, including how
facilities are constructed, maintained and operated, environmental and safety controls, and the prices they may charge for the products and services they provide. Various governmental authorities have
the power to enforce compliance with these regulations and the permits issued under them, and violators are subject to administrative, civil and criminal penalties, including civil fines, injunctions
or both. For example, many state and federal environmental laws provide for civil penalties as well as regulatory remediation, thus adding to the
potential liability an Energy company may face. More extensive laws, regulations or enforcement policies could be enacted in the future which would likely increase compliance costs and may adversely
affect the financial performance of Energy companies in which we may invest.

In
particular, changes to laws and increased regulations or enforcement policies as a result of oil spills may adversely affect the financial performance of Energy companies.
Additionally, changes to laws and increased regulation or restrictions on the use of hydraulic fracturing may adversely impact the ability of Energy companies to economically develop oil and natural
gas resources and, in turn, reduce production for such commodities. Any such changes or increased regulations or policies may adversely affect the performance of Energy companies in which we may
invest.

Energy companies are subject to various operational risks.

Energy companies are subject to various operational risks, such as disruption of operations, mining, drilling, or installation
accidents, inability to timely and effectively integrate newly acquired assets, unanticipated operation and maintenance expenses, lack of proper asset integrity, underestimated cost projections,
inability to renew or increased costs of rights of way, failure to obtain the necessary permits to operate and failure of third-party contractors to perform their contractual obligations. Thus, some
Energy companies may be subject to construction risk, acquisition risk or other risks arising from their specific business strategies.

Energy companies that focus on exploration and production are subject to numerous reserve and production related risks.

Exploration and production businesses are subject to overstatement of the quantities of their reserves based upon any reserve estimates
that prove to be inaccurate, the possibility that no commercially productive oil, natural gas or other energy reservoirs will be discovered as a result of drilling or other exploration activities, the
curtailment, delay or cancellation of exploration activities as a result of unexpected conditions or miscalculations, title problems, pressure or irregularities in formations, equipment failures or
accidents, adverse weather conditions, compliance with environmental and other governmental requirements and cost of, or shortages or delays in the availability of, drilling rigs and other exploration
equipment, and operational risks and hazards associated with the development of the underlying properties, including natural disasters, blowouts, explosions, fires, leakage of crude oil, natural gas
or other resources, mechanical failures, cratering and pollution.

Competition between Energy companies may adversely affect our business.

The Energy companies in which we may invest face substantial competition in acquiring assets, expanding or constructing assets and
facilities, obtaining and retaining customers and contracts, securing trained personnel and operating their assets. Many of their competitors may have superior financial and other resources.

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Inability by companies in which we invest to make accretive acquisitions may adversely affect our business.

The ability of Energy companies in which we may invest to grow and, where applicable, to increase dividends or distributions to their
equity holders can be highly dependent on their ability to make acquisitions of infrastructure assets that result in an increase in free cash flow. In the event that such companies are unable to make
such accretive acquisitions because they are unable to identify attractive acquisition candidates or negotiate acceptable purchase contracts, because they are unable to raise financing for such
acquisitions on economically acceptable terms, or because they are outbid by competitors, their future growth and ability to make or raise dividends or distributions will be limited and their ability
to repay their debt and make payments to preferred equity holders may be weakened. Furthermore, even if these companies do consummate acquisitions that they believe will be accretive, the acquisitions
may instead result in a decrease in free cash flow.

A significant accident or event that is not fully insured could adversely affect the operations and financial condition of Energy companies in which we may invest.

The operations of Energy companies in which we may invest are subject to many hazards inherent in the transporting, processing,
storing, distributing, mining, generating or marketing of natural gas, natural gas liquids, crude oil, coal, refined products, power or other commodities, or in the exploring, managing or producing of
such commodities, including: damage to pipelines, storage tanks, vessels or related equipment and surrounding properties caused by hurricanes, tornadoes, floods, fires and other natural disasters or
by acts of terrorism; inadvertent damage from construction or other equipment; leaks of natural gas, natural gas liquids, crude oil, refined products or other commodities; and fires and explosions.
Further, since the September 11th terrorist attacks, the U.S. government has issued warnings that energy assets and facilities, specifically U.S. pipeline infrastructure,
may be targeted in future terrorist attacks. These risks could result in substantial losses due to personal injury or loss of life, severe damage to and destruction of property and equipment and
pollution or other environmental damage and may result in the curtailment or suspension of their related operations. Not all Energy companies are fully insured against all risks inherent to their
businesses. If a significant accident or event occurs that is not fully insured, it could adversely affect the Energy company's operations and financial condition. In addition, any increased
governmental regulation to mitigate such risks (including regulations related to recent oil spills or hydraulic fracturing), could increase insurance premiums and other operating costs for Energy
companies in which we may invest.

Energy reserves naturally deplete as they are produced over time and this may adversely affect our business.

Energy reserves naturally deplete as they are produced over time. Many Energy companies are either engaged in the production of natural
gas, natural gas liquids, crude oil or coal, or are engaged in transporting, storing, distributing and processing these items or their derivatives on behalf of shippers. To maintain or grow their
revenues, these companies or their customers need to maintain or expand their reserves through exploration of new sources of supply, through the development of existing sources or through
acquisitions. The financial performance of Energy companies in which we may invest may be adversely affected if they, or the companies to whom they provide services, are unable to cost-effectively
acquire additional reserves sufficient to replace the depleted reserves. If an Energy company fails to add reserves by acquiring or developing them, its reserves and production will decline over time
as the reserves are produced. If an Energy company is not able to raise capital on favorable terms, it may not be able to add to or maintain its reserves.

Infrastructure assets may be the future target of terrorist organizations.

The terrorist attacks in the United States on September 11, 2001, had a disruptive effect on the economy and the securities
markets. United States military and related action in the Middle East and elsewhere could have significant adverse effects on the U.S. economy and the stock market. Uncertainty surrounding military
strikes or actions or a sustained military campaign may affect an Energy company's operations in unpredictable ways, including disruptions of fuel supplies and markets, and infrastructure assets could
be direct targets, or indirect casualties, of an act of terror. The U.S. government has issued warnings that infrastructure assets, specifically the United States' pipeline infrastructure, may be the
future target of terrorist organizations. In addition, changes in the insurance

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markets
have made certain types of insurance more difficult, if not impossible, to obtain and have generally resulted in increased premium costs.

Certain Energy companies are dependent on their parents or sponsors for a majority of their revenues and may be subject to affiliate party risk.

Certain Energy companies in which we may invest are dependent on their parents or sponsors for a majority of their revenues. Any
failure by an Energy company's parent or sponsor to satisfy its payments or obligations would impact the Energy company's revenues and cash flows and ability to make distributions.

Changing economic, regulatory and political conditions in some countries, including political and military conflicts, may adversely affect the businesses in which we invest.

Changing economic, regulatory and political conditions in some countries, including political and military conflicts, have from time to
time resulted in attacks on vessels, mining of waterways, piracy, terrorism, labor strikes, boycotts and government inspections or requisitioning of vessels. These types of events could impact the
delivery of commodities or impact pricing of commodities.

Risks Related to our Investments in MLPs

An investment in MLP units involves certain risks which differ from an investment in the common stock of a corporation. Holders of MLP
units have limited control and voting rights on matters affecting the partnership. In addition, there are certain tax risks associated with an investment in MLP units.

An MLP's cash flow, and consequently its distributions, are subject to operational and general energy industry risks, which may result in disparate quarterly distributions.

A portion of the cash flow received by us may be derived from investments in the equity securities of MLPs. The amount of cash that an
MLP has available for distributions and the tax character of such distributions depends upon the amount of cash generated by the MLP's operations. Cash available for distribution will vary from
quarter to quarter and is largely dependent on factors affecting the MLP's operations and factors affecting the Energy industry in general. In addition to the risk factors described above, other
factors which may reduce the amount of cash an MLP has available for distribution in a given quarter include increased operating costs, maintenance capital expenditures, acquisition costs, expansion,
construction or exploration costs and borrowing costs.

Investments in MLPs may have limited liquidity.

Although common units of some MLPs may trade on public exchanges, certain of these securities may trade less frequently, particularly
those with smaller capitalizations. Securities with limited trading volumes may display volatile or erratic price movements. As a result, these securities may be difficult to dispose of at a fair
price at the times when we believe it is desirable to do so. These securities are also more difficult to value, and our judgment as to value will often be given greater weight than market quotations,
if any exist. Investment of our capital in securities that are less actively traded, or over time experience decreased trading volume, may restrict our ability to take advantage of other market
opportunities. In addition, many MLP units are privately held.

Investments in MLPs are susceptible to interest rate fluctuation risks.

Interest
rate risk is the risk that securities will decline in value because of changes in market interest rates. The yields of equity and debt securities of
MLPs are susceptible in the short-term to fluctuations in interest rates and, like treasury bonds, the prices of these securities typically decline when interest rates rise. Accordingly, our net asset
value may be impacted by an increase in interest rates. Further, rising interest rates could adversely impact the financial performance of MLPs in which we invest by increasing their costs of capital.
This may reduce their ability to execute acquisitions or expansion projects in a cost-effective manner.

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Our investments in MLPs may be subject to additional fees and expenses, including management and incentive fees, and, as a result, our investments in MLPs may achieve a
lower rate of return than our other investments.

MLPs are subject to additional fees, some of which are paid regardless of the performance of its assets. We will pay certain management
fees to the adviser entity of any MLP in which we invest. FS Advisor will also earn its base management fee from us based on our gross assets, including our investment in any such MLP; therefore, we
will be paying both FS Advisor's base management fee and any management fees charged by an MLP. As a result, our investment returns attributable to MLPs in which we invest may be lower than other
investments we select. In addition, because the fees received by an MLP adviser are typically based on the managed assets of the MLP, including the proceeds of any leverage it may incur, the MLP
adviser has a financial incentive to utilize leverage, which may create a conflict of interest between the MLP adviser and us as a shareholder in the MLP.

Risks Related to Debt Financing

The agreements governing our credit facilities contain various covenants which, if not complied with, could accelerate repayment under the applicable facility, thereby
materially and adversely affecting our liquidity, financial condition, results of operations and our ability to pay distributions to our shareholders.

Our wholly-owned, special-purpose financing subsidiaries, Berwyn Funding, FSEP Funding, EP Funding and Energy Funding, have entered
into the BNP facility, the Deutsche Bank credit facility, the Citibank credit facility and the Natixis credit facility, respectively. The agreements governing these facilities contain various default
provisions and operational covenants which, if triggered, could result in the termination of the respective facility and the acceleration of any amounts outstanding thereunder, which could require us
or our subsidiaries to liquidate positions at a time and/or at a price which is disadvantageous to us. This could result in losses and impact our ability to meet our investment objectives and pay
distributions to shareholders.

Our
or our subsidiaries' failure to comply with the covenants set forth in the credit facilities could materially and adversely affect our liquidity, financial condition, results of
operations and our ability to pay distributions to our shareholders. We cannot assure shareholders that we or our subsidiaries will be able to borrow funds under any such credit facility at any
particular time or at all. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsFinancial Condition, Liquidity and Capital
Resources" for a more detailed discussion of the terms of our credit facilities.

If we borrow money, the potential for gain or loss on amounts invested in us will be magnified and may increase the risk of investing in us.

The use of borrowings, also known as leverage, increases the volatility of investments by magnifying the potential for gain or loss on
invested equity capital. If we use leverage to partially finance our investments, through borrowing from banks and other lenders, shareholders will experience increased risks of investing in our
common shares. If the value of our assets increases, leverage would cause the net asset value attributable to our common shares to increase more sharply than it would have had we not leveraged.
Conversely, if the value of our assets decreases, leverage would cause net asset value to decline more sharply than it otherwise would have had we not leveraged. Similarly, any increase in our income
in excess of interest payable on the borrowed funds would cause our net income to increase more than it would without the leverage, while any decrease in our income would cause net income to decline
more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to make common share distribution payments. Leverage is generally considered a speculative
investment technique. In addition, the decision to utilize leverage will increase our assets and, as a result, will increase the amount of management fees payable to FS Advisor.

Changes in interest rates may affect our cost of capital and net investment income.

Since we intend to use debt to finance investments, our net investment income will depend, in part, upon the difference between the
rate at which we borrow funds and the rate at which we invest those funds. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse
effect on our net investment income. In periods of rising interest rates when we have debt outstanding, our cost of funds will increase, which could reduce our net investment

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income.
We expect that our long-term fixed-rate investments will be financed primarily with equity and long-term debt. We may use interest rate risk management techniques in an effort to limit our
exposure to interest rate fluctuations. These techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act. These activities may limit our ability to
participate in the benefits of lower interest rates with respect to the hedged portfolio. Adverse developments resulting from changes in interest rates or hedging transactions could have a material
adverse effect on our business, financial condition and results of operations. Also, we have limited experience in entering into hedging transactions, and we will initially have to develop such
expertise or arrange for such expertise to be provided.

A
rise in the general level of interest rates can be expected to lead to higher interest rates applicable to our debt investments. Accordingly, an increase in interest rates would make
it easier for us to meet or exceed the incentive fee hurdle rate and may result in a substantial increase of the amount of incentive fees payable to FS Advisor with respect to pre-incentive fee net
investment income.

Federal Income Tax Risks

We will be subject to corporate-level income tax if we are unable to qualify as a RIC under Subchapter M of the Code or to satisfy RIC distribution requirements.

To qualify for and maintain RIC tax treatment under Subchapter M of the Code, we must meet the following annual distribution,
income source and asset diversification requirements. See "Item 1. BusinessTaxation as a RIC."



If
we fail to qualify for or maintain RIC tax treatment for any reason and are subject to corporate income tax, the resulting corporate taxes could substantially reduce our net assets,
the amount of income available for distribution and the amount of our distributions.

We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income.

For federal income tax purposes, we may be required to recognize taxable income in circumstances in which we do not receive a
corresponding payment in cash. For example, if we hold debt obligations

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that
are treated under applicable tax rules as having original issue discount (such as debt instruments with PIK interest or, in certain cases, increasing interest rates or debt instruments that were
issued with warrants), we must include in income each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is
received by us in the same taxable year. We may also have to include in income other amounts that we have not yet received in cash, such as deferred loan origination fees that are paid after
origination of the loan or are paid in non-cash compensation such as warrants or stock. We anticipate that a portion of our income may constitute original issue discount or other income required to be
included in taxable income prior to receipt of cash. Further, we may elect to amortize market discounts and include such amounts in our taxable income in the current year, instead of upon disposition,
as an election not to do so would limit our ability to deduct interest expenses for tax purposes.

Because
any original issue discount or other amounts accrued will be included in our investment company taxable income for the year of the accrual, we may be required to make a
distribution to our shareholders in order to satisfy the annual distribution requirement, even though we will not have received any corresponding cash amount. As a result, we may have difficulty
meeting the annual distribution requirement necessary to qualify for and maintain RIC tax treatment under Subchapter M of the Code. We may have to sell some of our investments at times and/or
at prices we would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, we
may fail to qualify for or maintain RIC tax treatment and thus become subject to corporate-level income tax.

We may be adversely affected if an MLP or other non-corporate business structure in which we invest is treated as a corporation, rather than a partnership, for federal
income tax purposes.

Our ability to meet our investment objectives will depend on the level of taxable income and distributions and dividends we receive
from the MLPs and other Energy company
securities in which we may invest, a factor over which we have no control. The benefit we derive from an investment in MLPs is largely dependent on the MLPs being treated as partnerships for federal
income tax purposes. As a partnership, an MLP has no tax liability at the entity level. If, as a result of a change in current law or a change in an MLP's business, an MLP is treated as a corporation
for federal income tax purposes, such MLP would be obligated to pay federal income tax on its income at the corporate tax rate. If an MLP were classified as a corporation for federal income tax
purposes, the amount of cash available for distribution would be reduced and distributions received by us would be taxed under federal income tax laws applicable to corporate distributions (as
dividend income, return of capital or capital gain). Therefore, treatment of an MLP as a corporation for federal income tax purposes would result in a reduction in the after-tax return to us, likely
causing a reduction in the value of our common shares.

We may be adversely affected if an MLP or other non-corporate business structure in which we invest is unable to take advantage of certain tax deductions for federal income
tax purposes and our income from investments in MLPs may exceed the cash received from such investments.

As a limited partner in the MLPs in which we seek to invest, we will receive our share of income, gains, losses, deductions and credits
from those MLPs. Historically, a significant portion of income from MLPs has been offset by tax deductions. As a result, this income has been significantly lower than cash distributions paid by MLPs.
We will incur a current tax liability on our share of an MLP's income and gains that is not offset by tax deductions, losses, and credits, or our net operating loss carryforwards, if any. The
percentage of an MLP's income and gains which is offset by tax deductions, losses, and credits will fluctuate over time for various reasons. A significant slowdown in acquisition activity or capital
spending by MLPs held in our portfolio could result in a reduction of accelerated depreciation generated by new acquisitions, which may result in an increase in our net ordinary income that we are
required to distribute to shareholders to maintain our status as a RIC and to eliminate our liability for federal income tax. If our income from our investments in MLPs exceeds the cash distributions
received from such investments, we may need to obtain cash from other sources in order to satisfy such distribution requirements. If we are unable to obtain cash from other sources, we may fail to
qualify for or maintain RIC tax treatment and become subject to corporate-level federal income tax. We may also recognize gain in excess of cash proceeds upon the sale of an interest in an MLP. Any
such gain may

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need
to be distributed or deemed distributed in order to avoid liability for corporate-level federal income taxes on such gain.

Item 1B.    Unresolved Staff Comments.

Not applicable.

Item 2.    Properties.

We do not own any real estate or other physical properties materially important to our operation. Our headquarters are located at Cira
Centre, 2929 Arch Street, Suite 675, Philadelphia, Pennsylvania, 19104. We believe that our office facilities are suitable and adequate for our business as it is presently conducted.

Item 3.    Legal Proceedings.

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened
against us. From time to time, we may be party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our
portfolio companies. While the outcome of any legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material adverse effect upon our financial
condition or results of operations.

Item 4.    Mine Safety Disclosures.

Not applicable.

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PART II

Many of the amounts and percentages presented in Part II have been rounded for convenience of presentation and all dollar
amounts, excluding share and per share amounts, are presented in thousands unless otherwise noted.

Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

There is currently no market for our common shares, and we do not expect that a market for our common shares will develop in the
foreseeable future. None of our common shares have been authorized for issuance under any equity compensation plans. Under Delaware law, our shareholders generally will not be personally liable for
our debts or obligations.

We
are offering our common shares on a continuous basis at a price of $10.85 per share as of March 14, 2014; however, to the extent that our net asset value per share increases,
we will sell at a price necessary to ensure that common shares are not sold at a price per share, after deducting selling commissions and dealer manager fees, that is below net asset value per share.
In connection with each weekly closing on the sale of common shares pursuant to our prospectus, as amended or supplemented, which relates to our public offering of common shares on a continuous basis,
our board of trustees or a committee thereof is required, within 48 hours of the time that each closing and sale is made, to make the determination that we are not selling common shares at a
price per share which, after deducting selling commissions and dealer manager fees, is below our then-current net asset value per share.

In
the event of a material decline in our net asset value per share, which we consider to be a 2.5% decrease below our then-current net offering price, we will reduce our offering price
in order to establish a new net offering price that is not more than 2.5% above our net asset value per share.

Set
forth below is a chart describing the classes of our securities outstanding as of March 4, 2014:

(1)

(2)

(3)

(4)Title of Class

Amount
Authorized

Amount Held by Us or
for Our Account

Amount Outstanding
Exclusive of Amount
Under Column (3)Common Shares


450,000,000





192,274,480


As
of March 4, 2014, we had 49,675 record holders of our common shares.

Share Repurchase Program

We intend to conduct quarterly tender offers pursuant to our share repurchase program. Our board of trustees will consider the
following factors, among others, in making its determination regarding whether to cause us to offer to repurchase common shares and under what terms:



We
currently intend to limit the number of common shares to be repurchased during any calendar year to the number of common shares we can repurchase with the proceeds we receive from the
sale of common shares under our distribution reinvestment plan. At the discretion of our board of trustees, we may also use cash on hand, cash available from borrowings and cash from the liquidation
of securities investments as of the end of the applicable period to repurchase common shares. In addition, we will limit the number of common shares to be repurchased in any calendar year to 10% of
the weighted

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average
number of common shares outstanding in the prior calendar year, or 2.5% in each quarter, though the actual number of common shares that we offer to repurchase may be less in light of the
limitations noted above. We intend to offer to repurchase such common shares on each date of repurchase at a price equal to 90% of the offering price in effect on each date of repurchase. In months in
which we repurchase common shares pursuant to our share repurchase program, we expect to conduct repurchases on the same date that we hold our first weekly closing in such month for the sale of common
shares in our public offering. Our board of trustees may amend, suspend or terminate the share repurchase program at any time, upon 30 days' notice. The first such tender offer commenced in
August 2012, and the repurchase occurred in connection with our October 1, 2012 semi-monthly closing.

The
table below provides information concerning our repurchases of common shares during the quarter ended December 31, 2013 pursuant to our share repurchase program.

Period

Total
Number of
Shares
Purchased

Average
Price Paid
per Share

Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs

Maximum Number of
Shares that May Yet
Be Purchased
Under the
Plans or ProgramsOctober 1 to October 31, 2013


156,300

$
9.675


156,300


(1
)November 1 to November 30, 2013











December 1 to December 31, 2013











​
​
​
​
​
​
​
​
​
​
​
​
​
​Total


156,300

$
9.675


156,300


(1
)​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​


(1)A
description of the maximum number of common shares that may be purchased under our share repurchase program is included in the narrative preceding this
table.


Distributions

We declared our first distribution on July 21, 2011. Prior to September 2013, we authorized and declared ordinary cash
distributions on a semi-monthly basis and paid such distributions on a monthly basis. In connection with our transition from semi-monthly closings to weekly closings for the sale of common shares in
our continuous public offering, beginning in September 2013, we authorize and declare ordinary cash distributions on a weekly basis, while continuing to pay such distributions on a monthly basis, in
each case subject to our board of trustees' discretion and applicable legal restrictions. We will calculate each shareholder's specific distribution amount for the period using record and declaration
dates and each shareholder's distributions will begin to accrue on the date we accept such shareholder's subscription for our common shares. From time to time, we may also pay special interim
distributions in the form of cash or common shares at the discretion of our board of trustees.

To
qualify for and maintain RIC tax treatment, we must, among other things, distribute at least 90% of our net ordinary income and realized net short-term capital gains in excess of
realized net long-term capital losses, if any. In order to avoid certain excise taxes imposed on RICs, we currently intend to distribute during each calendar year an amount at least equal to the sum
of (1) 98% of our net ordinary income for the calendar year, (2) 98.2% of our capital gains in excess of capital losses for the one-year period ending on October 31 of the
calendar year and (3) any net ordinary income and net capital gains for preceding years that were not distributed during such years and on which we paid no federal income tax. We can offer no
assurance that we will achieve results that will permit us to pay any cash distributions. If we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail
to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings.

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The
following table reflects the cash distributions per share that we have declared and paid on our common shares during the years ended December 31, 2013, 2012 and 2011:

DistributionFor the Year Ended December 31,

Per Share

Amount2011(1)

$
0.2837

$
1,2782012(1)

$
0.6276

$
20,0632013

$
0.6616

$
77,815


(1)The
per share distributions have been retroactively adjusted, as necessary, to reflect the share distribution declared in February 2012 as discussed below.


On
December 9, 2013, our board of trustees declared regular weekly cash distributions for January 2014 through March 2014, which were paid in the amount of $0.012675 per share
commencing with the weekly cash distribution that was payable to shareholders of record as of January 7, 2014. On February 18, 2014, our board of trustees increased the amount of the
regular weekly cash distributions to $0.012734 per share commencing with the weekly cash distribution that was payable to shareholders of record as of February 25, 2014. On March 12,
2014, our board of trustees declared regular weekly cash distributions for April 2014 through June 2014 in the amount of $0.012734 per share. The regular weekly cash distributions have been or will be
paid monthly to shareholders of record as of weekly record dates previously determined by our board of trustees. The timing and amount of any future distributions to shareholders are subject to
applicable legal restrictions and the sole discretion of our board of trustees.

We
have adopted an "opt in" distribution reinvestment plan for our shareholders. As a result, if we make a distribution, our shareholders will receive distributions in cash unless they
specifically "opt in" to the distribution reinvestment plan so as to have their cash distributions reinvested in additional common shares. However, certain state authorities or regulators may impose
restrictions from time to
time that may prevent or limit a shareholder's ability to participate in the distribution reinvestment plan.

We
intend to continue to make our ordinary distributions in the form of cash, out of assets legally available for distribution, unless shareholders elect to receive their distributions
in additional common shares under our distribution reinvestment plan. Any distributions reinvested under the plan will nevertheless remain taxable to a U.S. shareholder. If shareholders hold common
shares in the name of a broker or financial intermediary, they should contact the broker or financial intermediary regarding their election to receive distributions in additional common shares under
our distribution reinvestment plan.

Pursuant
to an expense support and conditional reimbursement agreement, dated as of February 14, 2012 and amended and restated as of May 16, 2013, or, as amended and
restated, the expense reimbursement agreement, Franklin Square Holdings has agreed to reimburse us for expenses in an amount that is sufficient to ensure that no portion of our distributions to
shareholders will be paid from our offering proceeds or borrowings. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of
OperationsOverviewExpense Reimbursement" for a detailed discussion of the expense reimbursement agreement, including amounts reimbursed to us by Franklin Square Holdings
thereunder and the repayment of such amounts to Franklin Square Holdings.

From
time to time and not less than quarterly, FS Advisor must review our accounts to determine whether cash distributions are appropriate. We intend to distribute pro rata to our
shareholders funds received by us which FS Advisor deems unnecessary for us to retain.

We
may fund our cash distributions to shareholders from any sources of funds available to us, including 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, dividends or other distributions paid to us on account of preferred and common equity investments in
portfolio companies and expense reimbursements from Franklin Square Holdings. We have not established limits on the amount of funds we may use from available sources to make distributions. During
certain periods, our distributions may exceed our earnings, especially during the period before we have substantially invested the proceeds from our continuous public offering of common shares. As a
result, it is possible

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that
a portion of the distributions we make will represent a return of capital for tax purposes. A return of capital generally is a return of an investor's investment rather than a return of earnings
or gains derived from our investment activities and will be made after deducting the fees and expenses payable in connection with our continuous public offering, including any fees payable to FS
Advisor. Each year a statement on Form 1099-DIV identifying the sources of the distributions will be mailed to our shareholders. No portion of the distributions paid during the year ended
December 31, 2013 represented a return of capital for tax purposes. There can be no assurance that we will be able to pay distributions at a specific rate or at all.

For
a period of time following commencement of our continuous public offering, substantial portions of our distributions were funded through the reimbursement of certain expenses by
Franklin Square Holdings and its affiliates, including through the waiver of certain investment advisory fees by FS Advisor, that were subject to repayment by us within three years. The purpose of
this arrangement was to ensure that no portion of our distributions to shareholders was paid from offering proceeds or borrowings. Any such distributions funded through expense reimbursements or
waivers of advisory fees were not based on our investment performance. For the year ended December 31, 2011, if Franklin Square Holdings had not reimbursed certain of our expenses, 57% of the
aggregate amount of distributions paid during such period would have been funded from offering proceeds or borrowings. Our repayment of amounts reimbursed or waived by Franklin Square Holdings and its
affiliates reduced the distributions that shareholders would otherwise have received in the years ended December 31, 2012 and 2013. No portion of the distributions paid during the years ended
December 31, 2013 or 2012 was funded through the reimbursement of operating expenses by Franklin Square Holdings. There can be no assurance that we will continue to achieve the performance
necessary to sustain our distributions or that we will be able to pay distributions at a specific rate or at all. Franklin Square Holdings and its affiliates have no obligation to waive advisory fees
or otherwise reimburse expenses in future periods.

The
following table reflects the sources of the cash distributions on a tax basis that we have paid on our common shares during the years ended December 31, 2013, 2012 and 2011:

Year Ended December 31,2013

2012

2011Source of Distribution

Distribution
Amount

Percentage

Distribution
Amount

Percentage

Distribution
Amount

PercentageOffering proceeds

$





$





$



Borrowings

















Net investment income (prior to expense reimbursement)(1)


76,383


98
%

15,559


77
%

485


38
%Short-term capital gains proceeds from the sale of assets


1,432


2
%

2,930


15
%

68


5
%Long-term capital gains proceeds from the sale of assets








232


1
%




Non-capital gains proceeds from the sale of assets

















Distributions on account of limited partnership interest








1,342


7
%




Expense reimbursement from sponsor














725


57
%​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Total

$
77,815


100
%
$
20,063


100
%
$
1,278


100
%​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​


(1)During
the years ended December 31, 2013, 2012 and 2011, 94.7%, 93.4% and 92.5%, respectively, of our gross investment income was attributable to
cash interest earned, 2.9%, 6.6% and 4.0%, respectively, was attributable to non-cash accretion of discount and 2.4%, 0.0% and 3.5%, respectively, was attributable to PIK interest.


Our
net investment income on a tax basis for the years ended December 31, 2013, 2012 and 2011 was $76,383, $15,559 and $1,210, respectively. As of December 31, 2013, we had
$10,898 of undistributed ordinary income and net realized gains on a tax basis. As of December 31, 2012 and 2011, we had distributed all of our ordinary income and net realized gains on a tax
basis.

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The
difference between our net investment income based on U.S. generally accepted accounting principles, or GAAP, and our tax-basis net investment income is primarily due to the amount
by which
tax-basis income on a limited partnership interest differs from its GAAP-basis income, the reversal of the required accrual for GAAP purposes of incentive fees on unrealized gains even though no such
incentive fees on unrealized gains are payable by us, the reversal of non-deductible excise taxes, the inclusion of a portion of the periodic net settlement payments due on the total return swap in
tax-basis net investment income and the reclassification of unamortized original issue discount recognized upon prepayment of loans from income for GAAP purposes to realized gains for tax purposes.

The
following table sets forth a reconciliation between GAAP-basis net investment income and tax-basis net investment income during the years ended December 31, 2013, 2012 and
2011:

Year Ended December 31,2013

2012

2011GAAP-basis net investment income

$
66,804

$
10,162

$
653Income on limited partnership interest


(802
)

(2,537
)

Reversal of incentive fee accrual on unrealized gains


5,464


5,462


67Excise taxes


300





Tax-basis net investment income portion of total return swap payments


6,602


2,475


308Reclassification of unamortized original issue discount


(1,166
)




Other miscellaneous differences


(819
)

(3
)

182​
​
​
​
​
​
​
​
​
​
​Tax-basis net investment income

$
76,383

$
15,559

$
1,210​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​


We
may make certain adjustments to the classification of shareholders' equity as a result of permanent book-to-tax differences. During the year ended December 31, 2013, we reduced
accumulated undistributed net realized gains on investments and total return swap and gain/loss on foreign currency by $5,420, and increased capital in excess of par value and accumulated
distributions in excess of net investment income by $433 and $4,987, respectively. During the years ended December 31, 2012 and 2011, we reduced accumulated undistributed net realized gains on
investments and total return swap and gain/loss on foreign currency by $2,475 and $308, respectively, and increased accumulated distributions in excess of net investment income by $2,475 and $308,
respectively, to reflect the reclassification of a portion of realized gains on the total return swap into tax-basis net investment income. In addition, during the year ended December 31, 2012,
we reduced capital in excess of par value by $1,342 to reflect distributions received by us during the year ended December 31, 2012 on account of a limited partnership interest held by us,
which amount was treated as a return of capital for tax purposes.

The
determination of the tax attributes of our distributions is made annually as of the end of our fiscal year based upon our taxable income for the full year and distributions paid for
the full year. The actual tax characteristics of distributions to shareholders are reported to shareholders annually on Form 1099-DIV.

The
following table reflects the share distribution that we declared on our common shares through December 31, 2013:

Date Declared

Record Date

Distribution Date

Distribution
Percentage

Shares
IssuedFebruary 14, 2012

February 15, 2012

February 16, 2012


1.0
%

106,133


The
purpose of this special share distribution was to maintain a net asset value per share that was below the then-current offering price, after deducting selling commissions and dealer
manager fees, as required by the 1940 Act, subject to certain limited exceptions. Our board of trustees determined that our portfolio performance sufficiently warranted taking this action.

The
share distribution increased the number of common shares outstanding, thereby reducing our net asset value per share. However, because the share distribution was issued to all
shareholders as of the record date in proportion to their holdings, the reduction in net asset value per share as a result of the share distribution was offset exactly by the increase in the number of
common shares owned by each investor. As the overall value to an investor's position was not reduced as a result of the special

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share
distribution, our board of trustees determined that this issuance would not be dilutive to shareholders as of the record date. As the share distribution did not change any shareholder's
proportionate interest in us, it did not represent a taxable distribution.

As
of December 31, 2013 and 2012, the components of accumulated earnings on a tax basis were as follows:

December 31,2013

2012Distributable ordinary income (income and short-term capital gains)

$
8,073

$
171Distributable realized gains (long-term capital gains)


2,825


Distribution receivable on limited partnership interest


805


270Incentive fee accrual on unrealized gains


(10,993
)

(5,529
)Unamortized organization costs


(292
)

(315
)Net unrealized appreciation (depreciation) on investments and total return swap and gain/loss on foreign currency(1)


52,752


28,451​
​
​
​
​
​
​
​$
53,170

$
23,048​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​


(1)As
of December 31, 2013 and 2012, the gross unrealized appreciation on our investments and total return swap and gain on foreign currency was $57,499
and $29,698, respectively. As of December 31, 2013 and 2012, the gross unrealized depreciation on our investments and loss on foreign currency was $4,747 and $1,247, respectively.


The
aggregate cost of our investments for federal income tax purposes totaled $2,247,420 and $675,823 as of December 31, 2013 and 2012, respectively. The aggregate net unrealized
appreciation (depreciation) on a tax basis was $52,752 as of December 31, 2013. The aggregate net unrealized appreciation (depreciation) on a tax basis, including our TRS, was $28,451 as of
December 31, 2012.

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Item 6.    Selected Financial Data

The following selected consolidated financial data for the years ended December 31, 2013, 2012, 2011 and for the period from
September 16, 2010 (Inception) to December 31, 2010 is derived from our consolidated financial statements which have been audited by McGladrey LLP, our independent registered
public accounting firm. The data should be read in conjunction with "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated
financial statements and notes thereto included elsewhere in this annual report on Form 10-K.

Year Ended December 31,

Period from
September 16, 2010
(Inception) to
December 31, 2010(1)2013

2012

2011Statements of operations data:Investment income

$
132,002

$
29,965

$
1,394

$
Operating expensesTotal expenses


65,198


19,803


1,466


183Less: Expense reimbursement from sponsor





(1,432
)

(725
)

Add: Expense recoupment to sponsor





1,432





​
​
​
​
​
​
​
​
​
​
​
​
​
​Net expenses


65,198


19,803


741


183​
​
​
​
​
​
​
​
​
​
​
​
​
​Net investment income (loss)


66,804


10,162


653


(183
)Total net realized and unrealized gain (loss) on investments


41,566


32,101


314


​
​
​
​
​
​
​
​
​
​
​
​
​
​Net increase (decrease) in net assets resulting from operations

$
108,370

$
42,263

$
967

$
(183
)​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​Per share data:(2)Net investment income (loss)basic and diluted(3)

$
0.58

$
0.33

$
0.16

$
(8.15
)​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​Net increase (decrease) in net assets resulting from operationsbasic and diluted(3)

$
0.94

$
1.38

$
0.23

$
(8.15
)​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​Distributions declared(4)

$
0.66

$
0.63

$
0.28

$
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​Balance sheet data:Total assets

$
2,428,659

$
829,494

$
112,732

$
200​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​Credit facilities payable

$
624,174

$
185,232

$
20,518

$
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​Total net assets

$
1,676,237

$
602,889

$
67,685

$
200​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​Other data:Total return(5)


10.49
%

14.07
%

1.23
%

Number of portfolio company investments at period end


104


64


21


Total portfolio investments for the period

$
2,295,602

$
826,011

$
95,199

$
Proceeds from sales and prepayments of investments

$
735,673

$
244,192

$
3,564

$



(1)We
formally commenced operations on July 18, 2011. Prior to such date, we had no operations except for matters relating to our organization and
registration as a non-diversified, closed-end management investment company.(2)The
share information utilized to determine per share data for the years ended December 31, 2012 and 2011 and the period from September 16,
2010 (Inception) to December 31, 2010 has been retroactively adjusted to reflect the share distribution declared in February 2012.(3)The
per share data was derived by using the weighted average shares outstanding during the applicable period.(4)The
per share data for distributions reflects the actual amount of distributions paid per share (as adjusted for share distributions) during the applicable
period.


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(5)The
total return for each year presented was calculated by taking the net asset value per share as of the end of the applicable year, adding the cash
distributions per share which were declared during the applicable calendar year and dividing the total by the net asset value per share at the beginning of the applicable year. The 2011 total return
is based on an initial investment at $8.91 per share, which represents the initial offering price per share, net of sales commissions and dealer manager fees, after taking into account the share
distribution to shareholders described in "Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
SecuritiesDistributions." The total return does not consider the effect of the sales load from the sale of our common shares. The total return includes the effect of the issuance of
common 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 in the table
should not be considered a representation of our future total return, which may be greater or less than the return shown in the table due to a number of factors, including our ability or inability to
make investments in companies that meet our investment criteria, the interest rate payable on the debt securities we acquire, the level of our expenses, variations in and the timing of the recognition
of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. As a result of these factors, results for any previous period
should not be relied upon as being indicative of performance in future periods. The total return calculations set forth above represent the total return on our investment portfolio during the
applicable period and are calculated in accordance with GAAP. These return figures do not represent an actual return to shareholders.


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Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations.
                              (in thousands, except share and per share amounts)

The following discussion should be read in conjunction with our consolidated financial statements and the related notes thereto
included elsewhere in this annual report on Form 10-K.

Forward-Looking Statements

Some of the statements in this annual report on Form 10-K constitute forward-looking statements because they relate to future
events or our future performance or financial condition. The forward-looking statements contained in this annual report on Form 10-K may include statements as
to:



In
addition, words such as "anticipate," "believe," "expect" and "intend" indicate a forward-looking statement, although not all forward-looking statements include these words. The
forward-looking statements contained in this annual report on Form 10-K involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the
forward-looking statements for any reason, including those factors set forth in "Item 1A. Risk Factors." Factors that could cause actual results to differ materially
include:



We
have based the forward-looking statements included in this annual report on Form 10-K on information available to us on the date of this annual report on Form 10-K.
Except as required by the

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federal
securities laws, we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise. Shareholders are advised to
consult any additional disclosures that we may make directly to shareholders or through reports that we may
file in the future with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. The forward-looking statements and
projections contained in this annual report on Form 10-K are excluded from the safe harbor protection provided by Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Exchange Act.

Overview

We were formed as a Delaware statutory trust under the Delaware Statutory Trust Act on September 16, 2010 and formally commenced
operations on July 18, 2011 upon raising gross proceeds in excess of $2,500 from sales of our common shares in our continuous public offering to persons who were not affiliated with us or FS
Advisor. We are an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act and has elected to be treated for federal
income tax purposes, and intends to qualify annually, as a RIC under Subchapter M of the Code. Prior to satisfying the minimum offering requirement, we had no operations except for matters
relating to our organization and registration as a non-diversified, closed-end management investment company.

Our
investment activities are managed by FS Advisor and supervised by our board of trustees, a majority of whom are independent. Under our investment advisory and administrative services
agreement, we have agreed to pay FS Advisor an annual base management fee based on our gross assets as well as incentive fees based on our performance. FS Advisor has engaged GSO to act as our
investment sub-adviser. GSO assists FS Advisor in identifying investment opportunities and makes investment recommendations for approval by FS Advisor according to guidelines set by FS Advisor.

Our
investment policy is to invest, under normal circumstances, at least 80% of our total assets in securities of Energy companies. This investment policy may not be changed without at
least 60 days' prior notice to holders of our common shares of any such change.

Our
investment objectives are to generate current income and long-term capital appreciation. We have identified and intend to focus on the following investment categories, which we
believe will allow us to generate an attractive total return with an acceptable level of risk.

Direct Originations:We intend to leverage our relationship with GSO and their global sourcing and origination platform to directly
source investment opportunities. Such investments are originated or structured specifically for us or made by us and are not generally available to the broader market. These investments may include
both debt and equity components, although we do not expect to make equity investments (other than income-oriented equity investments) independent of having an existing credit relationship. We believe
directly originated investments may offer higher returns and more favorable protections than broadly syndicated transactions.

Opportunistic:We seek to capitalize on market price inefficiencies by investing in loans, bonds and other securities where the
market price of such investment reflects a lower value than deemed warranted by our fundamental analysis. We believe that market price inefficiencies may occur due to, among other things, general
dislocations in the markets, a misunderstanding by the market of a particular company
or an Energy industry sub-sector being out of favor with the broader investment community. We seek to allocate capital to these securities that have been misunderstood or mispriced by the market and
where we believe there is an opportunity to earn an attractive return on our investment. Such opportunities may include both event driven investments and anchor orders.

In
the case of event driven investments, we intend to take advantage of dislocations that arise in the markets due to an impending event and where the market's apparent expectation of
value differs substantially from our fundamental analysis. Such events may include a looming debt maturity or default, a merger, spin-off or other corporate reorganization, an adverse regulatory or
legal ruling, or a material contract expiration, any of which may significantly improve or impair a company's financial position. Compared to other investment strategies, event driven investing
depends more heavily on our ability to successfully predict the outcome of an individual event rather than on underlying

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macroeconomic
fundamentals. As a result, successful event driven strategies may offer both substantial diversification benefits and the ability to generate performance in uncertain market
environments.

We
may also invest in certain opportunities that are originated and then syndicated by a commercial or investment bank, but where we provide a capital commitment significantly above the
average syndicate participant, i.e., an anchor order. In these types of investments, we may receive fees, preferential pricing or other benefits not available to other lenders in return for our
significant capital commitment. Our decision to provide an anchor order to a syndicated transaction is predicated on a rigorous credit analysis, our familiarity with a particular company, Energy
industry sub-sector or financial sponsor, and the broader investment experiences of FS Advisor and GSO.

Broadly Syndicated/Other:Although our primary focus is to invest in directly originated transactions and opportunistic
investments, in certain circumstances we will also invest in the broadly syndicated loan and high yield markets. Broadly syndicated loans and bonds are generally more liquid than our directly
originated investments and provide a complement to our less liquid strategies. In addition, and because we typically receive more attractive financing terms on these positions than we do on our less
liquid assets, we are able to leverage the broadly syndicated portion of our portfolio in such a way that maximizes the levered return potential of our portfolio.

Our
portfolio is comprised primarily of income-oriented securities, which refers to debt securities and income-oriented preferred and common equity interests, of privately-held Energy
companies within the United States. We intend to weight our portfolio towards senior and subordinated debt. In addition to investments purchased from dealers or other investors in the secondary
market, we expect to invest in primary market transactions and directly originated investments, as this will provide us with the ability to tailor investments to best match a project's or company's
needs with our investment objectives. Our portfolio may also be comprised of select income-oriented preferred or common equity interests, which refers to equity interests that pay consistent,
high-yielding dividends, that we believe will produce both current income and long-term capital appreciation. These income-oriented preferred or common equity interests may include interests in MLPs.
In connection with certain of our debt investments, we may on occasion receive equity interests such as warrants or options as additional consideration.

Revenues

The principal measure of our financial performance is net increase in net assets resulting from operations, which includes net
investment income, net realized gain or loss on investments, net realized gain or loss on total return swap, net realized gain or loss on foreign currency, net unrealized appreciation or depreciation
on investments, net unrealized appreciation or depreciation on total return swap and net unrealized gain or loss on foreign currency. Net investment income is the difference between our income from
interest, dividends, fees and other investment income and our operating and other expenses. Net realized gain or loss on investments is the difference between the proceeds received from dispositions
of portfolio investments and their amortized cost. Net realized gain or loss on total return swap is the net monthly settlement payments received on the TRS. Net realized gain or loss on foreign
currency is the portion of realized gain or loss attributable to foreign currency fluctuations. Net unrealized appreciation or depreciation on investments is the net change in the fair value of our
investment portfolio. Net unrealized appreciation or depreciation on total return swap is the net change in the fair value of the TRS. Net unrealized gain or loss on foreign currency is the net change
in the value of receivables or accruals due to the impact of foreign currency fluctuations. In future quarters, we do not expect our revenues to include net realized gain or loss on total return swap
or net unrealized appreciation or depreciation on total return swap as a result of the termination of our TRS on May 24, 2013. We may, however, elect to utilize a total return swap in the
future.

We
principally generate revenues in the form of interest income on the debt investments we hold. We also generate revenues in the form of dividends and other distributions on the equity
or other securities we may hold. In addition, we generate revenues in the form of commitment, closing, origination, structuring or diligence fees, monitoring fees, fees for providing managerial
assistance, consulting fees, prepayment fees and performance-based fees. Any such fees generated in connection with our investments will be recognized as earned.

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Expenses

Our primary operating expenses include the payment of advisory fees and other expenses under the investment advisory and administrative
services agreement, interest expense from financing facilities and other expenses necessary for our operations. Our investment advisory fee compensates FS Advisor for its work in identifying,
evaluating, negotiating, executing, monitoring and servicing our investments. FS Advisor is responsible for compensating our investment sub-adviser.

We
reimburse FS Advisor for expenses necessary to perform services related to our administration and operations. Such services include the provision of general ledger accounting, fund
accounting, legal services, investor relations and other administrative services. FS Advisor also performs, or oversees the
performance of, our corporate operations and required administrative services, which includes being responsible for the financial records that we are required to maintain and preparing reports for our
shareholders and reports filed with the SEC. In addition, FS Advisor assists us in calculating our net asset value, overseeing the preparation and filing of tax returns and the printing and
dissemination of reports to our shareholders, and generally overseeing the payment of our expenses and the performance of administrative and professional services rendered to us by others.

The
amount of this reimbursement is set at the lesser of (1) FS Advisor's actual costs incurred in providing such services and (2) the amount that we estimate we would be
required to pay alternative service providers for comparable services in the same geographic location. FS Advisor is required to allocate the cost of such services to us based on objective factors
such as assets, revenues, time allocations and/or other reasonable metrics. Our board of trustees then assesses the reasonableness of such reimbursements based on the breadth, depth and quality of
such services as compared to the estimated cost to us of obtaining similar services from third-party service providers known to be available. In addition, our board of trustees considers whether any
single third-party service provider would be capable of providing all such services at comparable cost and quality. Finally, our board of trustees compares the total amount paid to FS Advisor for such
services as a percentage of our net assets to the same ratio as reported by other comparable BDCs. We do not reimburse FS Advisor for any services for which it receives a separate fee, or for rent,
depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of FS Advisor.

We
bear all other expenses of our operations and transactions, including (without limitation) fees and expenses relating to:



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Expense Reimbursement

Pursuant to the expense reimbursement agreement, Franklin Square Holdings has agreed to reimburse us for expenses in an amount that is
sufficient to ensure that no
portion of our distributions to shareholders will be paid from our offering proceeds or borrowings. However, because certain investments we may make, including preferred and common equity investments,
may generate dividends and other distributions to us that are treated for tax purposes as a return of capital, a portion of our distributions to shareholders may also be deemed to constitute a return
of capital for tax purposes to the extent that we may use such dividends or other distribution proceeds to fund our distributions to shareholders. Under those circumstances, Franklin Square Holdings
will not reimburse us for the portion of such distributions to shareholders that represent a return of capital for tax purposes, as the purpose of the expense reimbursement arrangement is not to
prevent tax-advantaged distributions to shareholders.

Under
the expense reimbursement agreement, Franklin Square Holdings will reimburse us for expenses in an amount equal to the difference between our cumulative distributions paid to our
shareholders in each quarter, less the sum of our net investment income for tax purposes, net capital gains and dividends and other distributions paid to us on account of preferred and common equity
investments in portfolio companies (to the extent such amounts are not included in net investment income or net capital gains for tax purposes) in each quarter.

Pursuant
to the expense reimbursement agreement, we have a conditional obligation to reimburse Franklin Square Holdings for any amounts funded by Franklin Square Holdings under such
agreement if (and only to the extent that), during any fiscal quarter occurring within three years of the date on which Franklin Square Holdings funded such amount, the sum of our net investment
income for tax purposes, net capital gains and the amount of any dividends and other distributions paid to us on account of preferred and common equity investments in portfolio companies (to the
extent not included in net investment income or net capital gains for tax purposes) exceeds the distributions paid by us to our shareholders; provided, however, that (i) we will only reimburse
Franklin Square Holdings for expense support payments made by Franklin Square Holdings with respect to any calendar quarter beginning on or after July 1, 2013 to the extent that the payment of
such reimbursement (together with any other reimbursement paid during such fiscal year) does not cause "other operating expenses" (as defined below) (on an annualized basis and net of any expense
support payments received by us during such fiscal year) to exceed the lesser of (A) 1.75% of our average net assets attributable to common shares for the fiscal year-to-date period after
taking such payments into account and (B) the percentage of our average net assets attributable to common shares represented by "other operating expenses"

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during
the fiscal year in which such expense support payment from Franklin Square Holdings was made (provided, however, that this clause (B) shall not apply to any reimbursement payment which
relates to an expense support payment from Franklin Square Holdings made during the same fiscal year) and (ii) we will not reimburse Franklin Square Holdings for expense support payments made
by Franklin Square Holdings if the aggregate amount of distributions per share declared by us in such calendar quarter is less than the aggregate amount of distributions per share declared by us in
the calendar quarter in which Franklin Square Holdings made the expense support payment to which such reimbursement relates. "Other operating expenses" means our total "operating expenses" (as defined
below), excluding base management fees, incentive fees, organization and offering expenses, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. "Operating
expenses" means all operating costs and expenses incurred, as determined in accordance with GAAP for investment companies.

We
or Franklin Square Holdings may terminate the expense reimbursement agreement at any time. The specific amount of expenses reimbursed by Franklin Square Holdings, if any, will be
determined at the end of each quarter. Upon termination of the expense reimbursement agreement by Franklin Square Holdings, Franklin Square Holdings will be required to fund any amounts accrued
thereunder as of the date of termination. Similarly, our conditional obligation to reimburse Franklin Square Holdings pursuant to the terms of the expense reimbursement agreement shall survive the
termination of such agreement by either party.

Franklin
Square Holdings is controlled by our chairman, president and chief executive officer, Michael C. Forman, and our vice-chairman, David J. Adelman. There can be no
assurance that the expense reimbursement agreement will remain in effect or that Franklin Square Holdings will reimburse any portion of our expenses in future quarters.

During
the years ended December 31, 2012 and 2011, we accrued $1,432 and $725, respectively, for reimbursements that Franklin Square Holdings had agreed to pay. As of
December 31, 2013 and 2012, we had no reimbursements due from Franklin Square Holdings. Under the expense reimbursement agreement, amounts reimbursed by Franklin Square Holdings may become
subject to repayment in the future. During the year ended December 31, 2012, we accrued $1,432 for expense recoupments payable to Franklin Square Holdings, of which $349 was paid to Franklin
Square Holdings during such period. As of December 31, 2012, $1,083 of expense recoupments were payable to Franklin Square Holdings, all of which was paid to Franklin Square Holdings during the
year ended December 31, 2013. As of December 31, 2013, no further amounts remain subject to repayment by us to Franklin Square Holdings in the future.

Portfolio Investment Activity for the Years Ended December 31, 2013 and 2012

During the year ended December 31, 2013, we made investments in portfolio companies totaling $2,295,602. During the same period,
we sold investments for proceeds of $521,048 and received principal repayments of $214,625. As of December 31, 2013, our investment portfolio, with a total fair value of $2,300,201, consisted
of interests in 104 portfolio companies (27% in first lien senior secured loans, 30% in second lien senior secured loans, 4% in senior secured bonds, 34% in subordinated debt and 5% in equity/other).
The portfolio companies that comprised our portfolio as of such date had an average annual EBITDA of approximately $185.8 million. As of December 31, 2013, the investments in our
portfolio were purchased at a weighted average price of 99.5% of par or stated value, as applicable, the weighted average credit rating of the investments in our portfolio that were rated
(constituting approximately 63.2% of our portfolio based on the fair value of our investments) was B3 based upon the Moody's scale, and our estimated gross annual portfolio yield, prior to leverage,
was 8.8% based upon the amortized cost of our investments. Our gross annual portfolio yield, prior to leverage, represents the expected yield to be generated by us on our investment portfolio based on
the composition of our portfolio as of December 31, 2013. The portfolio yield does not represent an actual investment return to shareholders.

Based
on our regular weekly cash distribution rate of $0.012675 per share as of December 31, 2013 and our public offering price of $10.80 per share as of such date, the annualized
distribution rate to shareholders as of December 31, 2013 was 6.10%. The distribution rate to shareholders does not represent an actual investment return to shareholders and may include income,
realized capital gains

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and
a return of investors' capital. Our gross annual portfolio yield and distribution rate to shareholders are subject to change and in the future may be greater or less than the rates set forth
above. See "Item 1A. Risk Factors" for a discussion of the uncertainties, risks and assumptions associated with these statements.

During
the year ended December 31, 2012, we made investments in portfolio companies totaling $826,011. During the same period, we sold investments for proceeds of $175,782 and
received principal repayments of $68,410. As of December 31, 2012, our investment portfolio, with a total fair value of $701,172, consisted of interests in 64 portfolio companies (29% in first
lien senior secured loans, 10% in second lien senior secured loans, 5% in senior secured bonds, 49% in subordinated debt and 7% in equity/other). The portfolio companies that comprised our portfolio
as of such date had an average annual EBITDA of approximately $504.1 million. As of December 31, 2012, the investments in our portfolio were purchased at a weighted average price of
97.6% of par or stated value, as applicable, the weighted average credit rating of the investments in our portfolio that were rated (constituting approximately 86.8% of our portfolio based on the fair
value of our investments) was B3 based upon the Moody's scale and our estimated gross annual portfolio yield, prior to leverage, was 9.7% based upon the amortized cost of our investments. Our gross
annual portfolio yield, prior to leverage, represents the expected yield to be generated by us on our investment portfolio based on the composition of our portfolio as of December 31, 2012. The
portfolio yield does not represent an actual investment return to shareholders.

The
decrease in the percentage of investments in our portfolio that were rated as of December 31, 2013 compared to December 31, 2012 can be primarily attributed to the
increase in directly originated investments during 2013 that are less likely to be rated.

Based
on our regular semi-monthly cash distribution rate of $0.026824 per share as of December 31, 2012 and our public offering price of $10.40 per share as of such date, the
annualized distribution rate to shareholders as of December 31, 2012 was 6.19%. The distribution rate to shareholders does not represent an actual investment return to shareholders and may
include income, realized capital gains and a return of investors' capital. Our gross annual portfolio yield and distribution rate to shareholders are subject to change and in the future may be greater
or less than the rates set forth above. See "Item 1A. Risk Factors" for a discussion of the uncertainties, risks and assumptions associated with these statements.

Total Portfolio Activity

The following tables present certain selected information regarding our portfolio investment activity for the years ended
December 31, 2013 and 2012:

For the Year EndedNet Investment Activity

December 31,
2013

December 31,
2012Purchases

$
2,295,602

$
826,011Sales and Redemptions


(735,673
)

(244,192
)​
​
​
​
​
​
​
​Net Portfolio Activity

$
1,559,929

$
581,819​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​




For the Year Ended
December 31, 2013

For the Year Ended
December 31, 2012New Investment Activity by Asset Class

Purchases

Percentage

Purchases

PercentageSenior Secured LoansFirst Lien

$
880,162


38
%
$
294,678


36
%Senior Secured LoansSecond Lien


658,910


29
%

67,537


8
%Senior Secured Bonds


80,924


3
%

35,377


4
%Subordinated Debt


617,025


27
%

407,895


49
%Equity/Other


58,581


3
%

20,524


3
%​
​
​
​
​
​
​
​
​
​
​
​
​
​Total

$
2,295,602


100
%
$
826,011


100
%​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​


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The following table summarizes the composition of our investment portfolio at cost and fair value as of December 31, 2013 and 2012:

December 31, 2013

December 31, 2012Amortized
Cost(1)

Fair Value

Percentage
of Portfolio

Amortized
Cost(1)

Fair Value

Percentage
of PortfolioSenior Secured LoansFirst Lien

$
624,327

$
634,919


27
%
$
195,922

$
200,752


29
%Senior Secured LoansSecond Lien


673,512


683,723


30
%

71,607


73,451


10
%Senior Secured Bonds


79,553


82,484


4
%

33,366


35,158


5
%Subordinated Debt


767,083


789,834


34
%

332,214


345,849


49
%Equity/Other


105,479


109,241


5
%

44,810


45,962


7
%​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​$
2,249,954

$
2,300,201


100
%
$
677,919

$
701,172


100
%​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​


(1)Amortized
cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on investments.


December 31,
2013

December 31,
2012Number of Portfolio Companies


104


64% Variable Rate (based on fair value)


60.5
%

39.1
%% Fixed Rate (based on fair value)


34.7
%

54.4
%% Income Producing Equity or Other Investments (based on fair value)


3.9
%

6.4
%% Non-Income Producing Equity or Other Investments (based on fair value)


0.9
%

0.1
%Average Annual EBITDA of Portfolio Companies

$
185,816

$
504,100Weighted Average Credit Rating of Investments that were Rated


B3


B3% of Investments on Non-Accrual





Gross Portfolio Yield Prior to Leverage (based on amortized cost)


8.8
%

9.7
%Gross Portfolio Yield Prior to Leverage (based on amortized cost)Excluding Non-Income Producing Assets


8.9
%

9.7
%


Direct Originations

The following tables present certain selected information regarding our direct originations for the three months and year ended
December 31, 2013:

New Direct Originations

For the
Three Months
Ended
December 31,
2013

For the Year
Ended
December 31,
2013Total Commitments (including Unfunded Commitments)

$
308,977

$
625,627Exited Investments (including partial paydowns)





(60,000
)​
​
​
​
​
​
​
​Net Direct Originations

$
308,977

$
565,627​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​




For the Three Months
Ended December 31, 2013

For the Year Ended
December 31, 2013New Direct Originations by Asset Class

Commitment
Amount

Percentage

Commitment
Amount

PercentageSenior Secured LoansFirst Lien

$
112,367


36
%
$
174,800


28
%Senior Secured LoansSecond Lien


67,500


22
%

182,500


29
%Senior Secured Bonds











Subordinated Debt


115,000


37
%

185,000


30
%Equity/Other


14,110


5
%

83,327


13
%​
​
​
​
​
​
​
​
​
​
​
​
​
​Total

$
308,977


100
%
$
625,627


100
%​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​


66

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Table of Contents



For the
Three Months
Ended
December 31,
2013

For the Year
Ended
December 31,
2013Average New Direct Origination Commitment Amount


$61,795

$
56,875Weighted Average Maturity for New Direct Originations


10/25/18


4/13/18Gross Portfolio Yield Prior to Leverage (based on amortized cost) of New Direct Originations during Period


9.4
%

9.8
%Gross Portfolio Yield Prior to Leverage (based on amortized cost) of Investments Exited during Period





9.5
%




Characteristics of All Direct Originations held in Portfolio

As of
December 31,
2013Number of Portfolio Companies


11Average Annual EBITDA of Portfolio Companies

$
42,800Average Leverage Through Tranche of Portfolio CompaniesExcluding Equity/Other Securities


3.9x% of Investments on Non-Accrual


Gross Portfolio Yield Prior to Leverage (based on amortized cost) of Funded Direct Originations


10.0
%Gross Portfolio Yield Prior to Leverage (based on amortized cost) of Funded Direct OriginationsExcluding Non-Income Producing Assets


10.3
%


Portfolio Composition by Strategy and Industry

The table below summarizes the composition of our investment portfolio by strategy and enumerates the percentage, by fair value, of the
total portfolio assets in such strategies as of December 31, 2013 and 2012:

December 31, 2013

December 31, 2012Portfolio Composition by Strategy

Fair Value

Percentage
of Portfolio

Fair Value

Percentage
of PortfolioDirect Originations

$
577,357


25
%
$
80,962


11
%Opportunistic


648,496


28
%

264,156


38
%Broadly Syndicated/Other


1,074,348


47
%

356,054


51
%​
​
​
​
​
​
​
​
​
​
​
​
​
​Total

$
2,300,201


100
%
$
701,172


100
%​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​


The
table below describes investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets in such industries as of December 31,
2013 and 2012:

December 31, 2013

December 31, 2012Industry Classification

Fair Value

Percentage
of Portfolio

Fair Value

Percentage
of PortfolioUpstream

$
1,112,686


48
%
$
335,486


48
%Midstream


288,414


13
%

60,675


9
%Downstream


4,256


0
%

2,978


0
%Power


159,433


7
%

142,765


20
%Service & Equipment


735,412


32
%

159,268


23
%​
​
​
​
​
​
​
​
​
​
​
​
​
​Total

$
2,300,201


100
%
$
701,172


100
%​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​


As
of December 31, 2013, we did not "control" and were not an "affiliate" of any of our portfolio companies, each as defined in the 1940 Act. In general, under the 1940 Act, we
would be presumed to "control" a portfolio company if we owned 25% or more of its voting securities and would be an "affiliate" of a portfolio company if we owned 5% or more of its voting securities.

Our
investment portfolio may contain loans that are in the form of lines of credit or revolving credit facilities, which require us to provide funding when requested by portfolio
companies in

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accordance
with the terms of the underlying loan agreements. As of December 31, 2013, we had three senior secured loan investments with aggregate unfunded commitments of $62,149 and five
equity/other investments with aggregate unfunded commitments of $24,558. As of December 31, 2012, we had one senior secured loan investment with an unfunded commitment of $10,000. We maintain
sufficient cash on hand to fund such unfunded commitments should the need arise.

Portfolio Asset Quality

In addition to various risk management and monitoring tools, FS Advisor uses an investment rating system to characterize and monitor
the expected level of returns on each
investment in our portfolio. FS Advisor uses an investment rating scale of 1 to 5. The following is a description of the conditions associated with each investment rating:

Investment
Rating

Summary Description1

Investment exceeding expectations and/or capital gain expected.2

Performing investment generally executing in accordance with the portfolio company's business planfull return of principal
and interest expected.3

Performing investment requiring closer monitoring.4

Underperforming investmentsome loss of interest or dividend possible, but still expecting a positive return on
investment.5

Underperforming investment with expected loss of interest and some principal.


The
following table shows the distribution of our investments on the 1 to 5 investment rating scale at fair value as of December 31, 2013 and 2012:

December 31, 2013

December 31, 2012Investment Rating

Fair Value

Percentage
of Portfolio

Fair Value

Percentage
of Portfolio1

$
76,865


3
%
$
34,149


5
%2


2,160,052


94
%

636,590


91
%3


63,284


3
%

3,677


1
%4








26,756


3
%5











​
​
​
​
​
​
​
​
​
​
​
​
​
​$
2,300,201


100
%
$
701,172


100
%​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​


The
amount of the portfolio in each grading category may vary substantially from period to period resulting primarily from changes in the composition of the portfolio as a result of new
investment, repayment and exit activities. In addition, changes in the grade of investments may be made to reflect our expectation of performance and changes in investment values.

Results of Operations

Comparison of the Years Ended December 31, 2013 and 2012

Revenues

We generated investment income of $132,002 and $29,965 for the years ended December 31, 2013 and 2012, respectively, in the form
of interest and fees earned on senior secured loans, senior secured bonds and subordinated debt investments in our portfolio and dividends and other distributions earned on equity/other investments in
our portfolio. Such revenues represent $124,987 and $27,980 of cash income earned as well as $7,015 and $1,985 in non-cash portions relating
to accretion of discount, PIK interest and accrual of limited partnership income for the years ended December 31, 2013 and 2012, respectively. Cash flows related to such non-cash revenues may
not occur for a number of reporting periods or years after such revenues are recognized. The level of income we receive is directly related to the balance of income-producing investments multiplied by
the weighted average yield of our investments. We expect the dollar amount of interest and any dividend income that we earn to increase

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as
the size of our investment portfolio increases and the proportion of directly originated investments in our portfolio increases.

Expenses

Our total expenses were $65,198 and $19,803 for the years ended December 31, 2013 and 2012, respectively. Our expenses include
base management fees attributed to FS Advisor of $30,840 and $7,806 for the years ended December 31, 2013 and 2012, respectively. Our expenses also include administrative services expenses
attributed to FS Advisor of $2,246 and $807 for the years ended December 31, 2013 and 2012, respectively.

FS
Advisor is eligible to receive incentive fees based on performance. During the year ended December 31, 2013, we accrued a subordinated incentive fee on income of $7,634 based
on the performance of our portfolio and paid FS Advisor $848 in respect of such fee. As of December 31, 2013, a subordinated incentive fee on income of $6,786 was payable to FS Advisor. We did
not accrue any subordinated incentive fee on income during the year ended December 31, 2012. During the years ended December 31, 2013 and 2012, we accrued capital gains incentive fees of
$8,321 and $6,415, respectively, based on the performance of our portfolio, of which $5,464 and $5,462, respectively, was based on unrealized gains and $2,857 and $953, respectively, was based on
realized gains. No capital gains incentive fees are actually payable by us with respect to such unrealized gains unless and until those gains are actually realized. See "Critical
Accounting PoliciesCapital Gains Incentive Fee."

We
recorded interest expense of $9,297 and $2,141 for the years ended December 31, 2013 and 2012, respectively, in connection with our credit facilities. For the years ended
December 31, 2013 and 2012, fees and expenses incurred with our fund administrator, which provides various accounting and administrative services to us, totaled $741 and $288, respectively, and
fees and expenses incurred with our share transfer agent totaled $2,010 and $659, respectively. Fees for our board of trustees were $870 and $409 for the years ended December 31, 2013 and 2012,
respectively.

Our
other general and administrative expenses totaled $2,439 and $1,278 for the years ended December 31, 2013 and 2012, respectively, and consisted of the following:

Year Ended
December 31,2013

2012Expenses associated with our independent audit and related fees

$
365

$
335Compensation of our chief compliance officer


80


45Legal fees


944


369Printing fees


355


188Insurance expense


143


82Other


552


259​
​
​
​
​
​
​
​Total

$
2,439

$
1,278​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​


During
the year ended December 31, 2013, we accrued $800 for income and excise taxes. We did not accrue any amount in respect of income and excise taxes during the year ended
December 31, 2012.

We
generally expect our expenses related to our ongoing operations to decrease as a percentage of our average net assets because of the anticipated growth in the size of our asset base.
During the years ended December 31, 2013 and 2012, the ratio of our total expenses to our average net assets was 5.89% and 7.09%, respectively. During the years ended December 31, 2013
and 2012, our ratio of total expenses to average net assets included $9,297 and $2,141, respectively, related interest expense, $15,955 and $6,415, respectively, related to accruals for incentive fees
and $800 and $0, respectively, related to accruals for income and excise taxes. Without such expenses, our ratio of expenses to average net assets would have been 3.54% and 4.02% for the years ended
December 31, 2013 and 2012, respectively. Incentive fees and interest expense, among other things, may increase or decrease our expense ratios relative to comparative periods depending on
portfolio performance and changes in benchmark interest rates such as LIBOR, among other factors.

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Expense Reimbursement

During the year ended December 31, 2013, we did not accrue any amounts for reimbursements from Franklin Square Holdings under
the expense reimbursement agreement. As of December 31, 2013, we had no reimbursements due from Franklin Square Holdings. During the year ended December 31, 2012, we accrued $1,432 for
reimbursements that Franklin Square Holdings had agreed to pay. Under the expense reimbursement agreement, amounts reimbursed by Franklin Square Holdings may become subject to repayment in the future.
During the year ended December 31, 2012, we accrued $1,432 for expense recoupments payable to Franklin Square Holdings, of which $349 was paid to Franklin Square Holdings during such period. As
of December 31, 2012, we had accrued $1,083 for expense recoupments payable to Franklin Square Holdings, all of which was paid to Franklin Square Holdings during the year ended
December 31, 2013. As of December 31, 2013, no further amounts remain subject to repayment by us to Franklin Square Holdings in the future.

Net Investment Income

Our net investment income totaled $66,804 ($0.58 per share) and $10,162 ($0.33 per share) for the years ended December 31, 2013
and 2012, respectively. The increase in net investment income on a per share basis can be attributed to, among other things, the increase in the number of directly originated transactions and better
economies of scale during the year ended December 31, 2013.

Net Realized Gains or Losses

We sold investments and received principal repayments of $521,048 and $214,625, respectively, during the year ended December 31,
2013, from which we realized a net gain of $5,091. During the year ended December 31, 2013, we earned $12,736 from periodic net settlement payments on our TRS and the termination of our TRS,
which are reflected as realized gains, and realized a net loss of $77 from settlements on foreign currency. We sold investments and received principal repayments of $175,782 and $68,410, respectively,
during the year ended December 31, 2012, from which we realized a net gain of $2,307. During the year ended December 31, 2012, we earned $3,293 from periodic net settlement payments on
our TRS, which are reflected as realized gains, and realized a net gain of $37 from settlements on foreign currency.

Net Change in Unrealized Appreciation (Depreciation) on Investments and Total Return Swap and Unrealized Gain (Loss) on Foreign Currency

For the years ended December 31, 2013 and 2012, the net change in unrealized appreciation (depreciation) on investments totaled
$26,994 and $23,419, respectively, the net change in unrealized appreciation (depreciation) on our TRS was $(3,141) and $3,020, respectively, and the net change in unrealized gain (loss) on foreign
currency was $(37) and $25, respectively. The net change in unrealized appreciation (depreciation) on our investments during the year ended December 31, 2013 was primarily driven by a general
tightening of credit spreads and by the performance of our directly originated and opportunistic investments. The net change in unrealized appreciation (depreciation) on our TRS during the year ended
December 31, 2013 was primarily driven by the termination of our TRS on May 24, 2013, which converted unrealized gains into realized gains. The net change in unrealized appreciation
(depreciation) on our investments and TRS during the year ended December 31, 2012 was primarily driven by the performance of our directly originated and opportunistic investments, as well as
improvement of certain Energy market fundamentals and a tightening of credit spreads.

Net Increase (Decrease) in Net Assets Resulting from Operations

For the years ended December 31, 2013 and 2012, the net increase (decrease) in net assets resulting from operations was $108,370
($0.94 per share) and $42,263 ($1.38 per share), respectively.

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Comparison of the Year Ended December 31, 2012 and the Period from July 18, 2011 (Commencement of Operations) through December 31, 2011

Revenues

We generated investment income of $29,965 and $1,394 for the year ended December 31, 2012 and the period from July 18,
2011 through December 31, 2011, respectively, in the form of interest and fees earned on senior secured loans, senior secured bonds and subordinated debt investments in our portfolio and
dividends and other distributions earned on equity/other investments in our portfolio. Such revenues represent $27,980 and $1,289 of cash income earned as well as $1,985 and $105 in non-cash portions
relating to accretion of discount, PIK interest and accrual of limited partnership income for the year ended December 31, 2012 and the period from July 18, 2011 through
December 31, 2011, respectively. Cash flows related to such non-cash revenues may not occur for a number of reporting periods or years after such revenues are recognized. The level of income we
receive is directly related to the balance of income-producing investments multiplied by the weighted average yield of our investments. We expect the dollar amount of interest and any dividend income
that we earn to increase as the size of our investment portfolio increases and the proportion of directly originated investments in our portfolio increases.

Expenses

Our total expenses (which exclude $167 of organization costs incurred prior to the commencement of operations) were $19,803 and $1,299
for the year ended December 31, 2012 and the period from July 18, 2011 through December 31, 2011, respectively. Our expenses include
base management fees attributed to FS Advisor of $7,806 and $503 for the year ended December 31, 2012 and the period from July 18, 2011 through December 31, 2011, respectively.
Our operating expenses also include administrative services expenses attributed to FS Advisor of $807 and $199 for the year ended December 31, 2012 and the period from July 18, 2011
through December 31, 2011, respectively.

FS
Advisor is eligible to receive incentive fees based on performance. During the year ended December 31, 2012 and the period from July 18, 2011 through December 31,
2011, we accrued capital gains incentive fees of $6,415 and $67, respectively, based on the performance of our portfolio, of which $5,462 and $67, respectively, was based on unrealized gains and $953
and $0, respectively, was based on realized gains. No capital gains incentive fees are actually payable by us with respect to such unrealized gains unless and until those gains are actually realized.
See "Critical Accounting PoliciesCapital Gains Incentive Fee."

We
recorded interest expense of $2,141 and $281 for the year ended December 31, 2012 and the period from July 18, 2011 through December 31, 2011, respectively, in
connection with the Deutsche Bank credit facility and the amortization of deferred financing costs incurred in connection with such credit facility and the establishment of our TRS. For the year ended
December 31, 2012 and the period from July 18, 2011 through December 31, 2011, fees and expenses incurred with our fund administrator, which provides various accounting and
administrative services to us, totaled $288 and $50, respectively, and fees and expenses incurred with our share transfer agent totaled $659 and $70, respectively. Fees for our board of trustees were
$409 and $0 for the year ended December 31, 2012 and the period from July 18, 2011 through December 31, 2011, respectively.

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Our
other general and administrative expenses totaled $1,278 and $129 for the year ended December 31, 2012 and the period from July 18, 2011 through December 31,
2011, respectively, and consisted of the following:

Year Ended
December 31,
2012

Period from
July 18, 2011
through
December 31, 2011Expenses associated with our independent audit and related fees

$
335

$
62Compensation of our chief compliance officer


45


10Legal fees


369


9Printing fees


188


27Insurance expense


82


8Other


259


13​
​
​
​
​
​
​
​Total

$
1,278

$
129​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​


We
generally expect our expenses related to our ongoing operations to decrease as a percentage of our average net assets because of the anticipated growth in the size of our asset base.
During the year ended December 31, 2012 and the period from July 18, 2011 through December 31, 2011, the ratio of our total expenses to our average net assets was 7.09% and 4.11%,
respectively. During the year ended December 31, 2012 and the period from July 18, 2011 through December 31, 2011, our ratio of total expenses to average net assets included
$2,141 and $281, respectively, related to interest expense, and $6,415 and $67, respectively, related to accruals for incentive fees. Without such expenses, our ratio of expenses to average net assets
would have been 4.02% and 3.13% for the year ended December 31, 2012 and the period from July 18, 2011 through December 31, 2011, respectively. Incentive fees and interest
expense, among other things, may increase or decrease our expense ratios relative to comparative periods depending on portfolio performance and changes in benchmark interest rates such as LIBOR, among
other factors.

Expense Reimbursement

As of December 31, 2011, $533 of expense reimbursements were payable to us from Franklin Square Holdings. During the year ended
December 31, 2012, we accrued $1,432 for reimbursements that Franklin Square Holdings had agreed to pay. During the year ended December 31, 2012, we received $213 in cash reimbursements
from Franklin Square Holdings and offset $1,752 in base management fees payable by us to FS Advisor under the investment advisory and administrative services agreement against reimbursements due from
Franklin Square Holdings. As of December 31, 2012, we had no reimbursements due from Franklin Square Holdings. Under the expense reimbursement agreement, amounts reimbursed to us by Franklin
Square Holdings may become subject to repayment by us in the future. During the year ended December 31, 2012, we accrued $1,432 for expense recoupments payable to Franklin Square Holdings, of
which $349 was paid to Franklin Square Holdings during such period. As of December 31, 2012, $1,083 of expense recoupments were payable by us to Franklin Square Holdings.

Net Investment Income

Our net investment income totaled $10,162 ($0.33 per share) and $820 ($0.16 per share) for the year ended December 31, 2012 and
the period from July 18, 2011 through December 31, 2011, respectively. The increase in net investment income on a per share basis can be attributed to the growth of our investment
portfolio and the timely deployment of capital.

Net Realized Gains or Losses

We sold investments and received principal repayments of $175,782 and $68,410, respectively, during the year ended December 31,
2012, from which we realized a net gain of $2,307. During the year ended December 31, 2012, we earned $3,293 from periodic net settlement payments on our TRS, which are reflected as realized
gains, and realized a net gain of $37 from settlements on foreign currency. We sold investments and received principal repayments of $0 and $3,564, respectively, during the period from July 18,
2011 through December 31, 2011, from which we realized a net gain of $68.

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During
the period from July 18, 2011 through December 31, 2011, we earned $308 from periodic net settlement payments on our TRS, which are reflected as realized gains.

Net Change in Unrealized Appreciation (Depreciation) on Investments and Total Return Swap and Unrealized Gain (Loss) on Foreign Currency

For the year ended December 31, 2012, the net change in unrealized appreciation (depreciation) on investments totaled $23,419,
the net change in unrealized appreciation (depreciation) on our TRS was $3,020 and the net change in unrealized gain (loss) on foreign currency was $25. The net change in unrealized appreciation
(depreciation) on our investments and TRS during the year ended December 31, 2012 was primarily driven by the performance of our directly originated and opportunistic investments, as well as
improvement of certain Energy market fundamentals and a tightening of credit spreads.

For
the period from July 18, 2011 through December 31, 2011, the net change in unrealized appreciation (depreciation) on investments totaled $(166), the net change in
unrealized appreciation (depreciation) on our TRS was $121 and the net change in unrealized gain (loss) on foreign currency was $(17). The net change in unrealized appreciation (depreciation) on our
investments during the period from July 18, 2011 through December 31, 2011 was primarily driven by a general widening of credit spreads during August and September 2011. However, by the
end of the period, credit markets had retraced most of the widening which occurred during the third quarter of the year.

Net Increase (Decrease) in Net Assets Resulting from Operations

For the year ended December 31, 2012 and the period from July 18, 2011 through December 31, 2011, the net increase
(decrease) in net assets resulting from operations was $42,263 ($1.38 per share) and $1,134 ($0.23 per share), respectively.

Financial Condition, Liquidity and Capital Resources

Overview

During the year ended December 31, 2013, we sold 109,347,446 common shares for gross proceeds of $1,149,993 at an average price
per share of $10.52. The gross proceeds received during the year ended December 31, 2013 include reinvested shareholder distributions of $44,910, for which we issued 4,665,928 common shares.
During the year ended December 31, 2013, we also incurred offering costs of $6,000 in connection with the sale of our common shares, which consisted primarily of legal, due diligence and
printing fees. The offering costs were offset against capital in excess of par value on our consolidated financial statements. The sales commissions and dealer manager fees related to the sale of our
common shares were $97,927 for the year ended December 31, 2013. These sales commissions and fees include $20,016 retained by the dealer manager, FS2, which is one of our
affiliates.

During
the year ended December 31, 2012, we sold 56,822,605 common shares (as adjusted for share distributions) for gross proceeds of $568,675 at an average price per share of
$10.01 (as adjusted for share distributions). The gross proceeds received during the year ended December 31, 2012 include reinvested shareholder distributions of $10,034 for which we issued
1,096,667 common shares (as adjusted for share distributions). During the year ended December 31, 2012, we also incurred offering costs of $3,790 in connection with the sale of our common
shares, which consisted primarily of legal, due diligence and printing fees. Franklin Square Holdings funded $505 of these offering costs, which were recorded as a contribution of capital. The
offering costs were offset against capital in excess of par value on our consolidated financial statements. The sales commissions and dealer manager fees related to the sale of our common shares were
$49,926 for the year ended December 31, 2012. These sales commissions and fees include $10,240 retained by the dealer manager, FS2.

During
the year ended December 31, 2011, we sold 7,724,199 common shares (as adjusted for share distributions) for gross proceeds of $73,376 at an average price per share of $9.50
(as adjusted for share distributions). The gross proceeds received include reinvested shareholder distributions of $318 for which we issued 33,665 common shares (as adjusted for share distributions).
We also incurred offering costs of $1,600 in connection with the sale of our common shares (of which $823 was incurred during the period from July 18, 2011 through December 31, 2011),
which consisted primarily of legal,

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due
diligence and printing fees. Franklin Square Holdings funded these offering costs, which was recorded as a contribution of capital. The offering costs were offset against capital in excess of par
value on our consolidated financial statements. The sales commissions and dealer manager fees related to the sale of our common shares were $4,655 for the year ended December 31, 2011. These
sales commissions and fees include $900 retained by FS2.

Since
commencing our continuous public offering and through March 4, 2014, we have sold 190,565,777 common shares (as adjusted for share distributions) for gross proceeds of
$1,972,332. As of March 4, 2014, we have raised total gross proceeds of $1,992,536, including $200 of seed capital contributed by the principals of FS Advisor in December 2010 and $20,004 in
proceeds raised from principals of FS Advisor, other individuals and entities affiliated with FS Advisor, certain members of our board of trustees and certain individuals and entities affiliated with
GSO in a private placement conducted in April 2011. As of March 4, 2014, we have sold an aggregate of 3,433,161 common shares (as adjusted for share distributions) for aggregate gross proceeds
of $30,919 to members of our board of trustees and individuals and entities affiliated with FS Advisor and GSO, including common shares sold in the private placement conducted in April 2011.

We
generate cash primarily from the net proceeds of our continuous public offering and from cash flows from fees, interest and dividends earned from our investments as well as principal
repayments and proceeds from sales of our investments. We are engaged in a continuous public offering of our common shares. We accept subscriptions on a continuous basis and issue common shares at
weekly closings. Prior to September 11, 2013, we issued common shares on a semi-monthly basis. Shares are issued at prices that, after deducting selling commissions and dealer manager fees,
must be above our net asset value per share.

Prior
to investing in securities of portfolio companies, we invest the net proceeds from our continuous public offering and from sales and paydowns of existing investments primarily in
cash, cash equivalents, U.S. government securities, repurchase agreements and high-quality debt instruments maturing in one year or less from the time of investment, consistent with our BDC election
and our election to be taxed as a RIC.

To
provide our shareholders with limited liquidity, we conduct quarterly tender offers pursuant to our share repurchase program. The first such tender offer commenced in August 2012, and
the repurchase occurred in connection with our October 1, 2012 semi-monthly closing.

The
following table provides information concerning our repurchases of common shares pursuant to our share repurchase program during the years ended December 31, 2013 and 2012:

For the Three Months Ended

Repurchase Date

Shares
Repurchased

Percentage of
Shares
Tendered
That Were
Repurchased

Repurchase
Price Per
Share

Aggregate
Consideration
for
Repurchased
SharesFiscal 2012September 30, 2012

October 1, 2012


44,339


100
%
$
9.225

$
409Fiscal 2013December 31, 2012

January 2, 2013


24,249


100
%
$
9.405

$
228March 31, 2013

April 1, 2013


82,689


100
%
$
9.540

$
789June 30, 2013

July 1, 2013


76,858


100
%
$
9.675

$
744September 30, 2013

October 2, 2013


156,300


100
%
$
9.675

$
1,512


On
January 2, 2014, we repurchased 174,181 common shares (representing 100% of common shares tendered for repurchase) at $9.72 per share for aggregate consideration totaling
$1,693.

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As
of December 31, 2013, we had $91,084 in cash, which we held in a custodial account, and $140,826 in borrowings available under our financing facilities. Below is a summary of
our outstanding financing facilities as of December 31, 2013:

Facility

Type of Facility

Rate

Amount
Outstanding

Amount
Available

Maturity DateBNP Facility

Prime Brokerage


L + 1.10
%
$
60,000

$
140,000

September 27, 2014(1)Citibank Credit Facility

Revolving


L + 2.50
%
$
174,174

$
826

May 24, 2015Deutsche Bank Credit Facility

Revolving


L + 1.80
%
$
240,000




June 24, 2014Natixis Credit Facility

Revolving


L + 2.40
%
$
150,000




July 11, 2023


(1)As
described below, the BNP facility generally is terminable upon 270 days' notice by either party. As of December 31, 2013, neither Berwyn
Funding nor BNP had provided notice of its intent to terminate the facility.


BNP Facility

On December 11, 2013, Berwyn Funding, our wholly-owned, special-purpose financing subsidiary, entered into the BNP facility with
BNP, pursuant to which Berwyn Funding may borrow, from time to time, up to $200,000 from BNP. The BNP facility was effected through the committed facility agreement and the BNP financing agreements.

We
may contribute securities to Berwyn Funding from time to time, subject to certain restrictions set forth in the committed facility agreement, and will retain a residual interest in
any securities contributed through our ownership of Berwyn Funding or will receive fair market value for any securities sold to Berwyn Funding. Berwyn Funding may purchase additional securities from
various sources. Berwyn Funding has appointed us to manage its portfolio of securities pursuant to the terms of an investment management agreement. Berwyn Funding will pledge certain of its securities
as collateral to secure borrowings under the BNP facility. Such pledged securities will be held in a segregated custody account with State Street. The value of securities required to be pledged by
Berwyn Funding is determined in accordance with the margin requirements described in the BNP financing agreements. Berwyn Funding's obligations to BNP under the facility are secured by a first
priority security interest in substantially all of the assets of Berwyn Funding, including its portfolio of securities. The obligations of Berwyn Funding under the facility are non-recourse to us and
our exposure under the facility is limited to the value of our investment in Berwyn Funding.

Borrowings
under the BNP facility accrue interest at a rate equal to three-month LIBOR plus 1.10% per annum. Interest is payable monthly in arrears. Berwyn Funding is required to pay a
non-usage fee to the extent the aggregate principal amount available under the facility is borrowed. Berwyn Funding may terminate the committed facility agreement upon 270 days' notice. Absent
a default or facility termination event, BNP is required to provide Berwyn Funding with 270 days' notice prior to terminating or amending the committed facility agreement.

As
of December 31, 2013, $60,000 was outstanding under the BNP facility. The carrying amount of the amount outstanding under the facility approximates its fair value. We incurred
costs of $299 in connection with obtaining the facility, which we have recorded as deferred financing costs on our consolidated balance sheets and amortize to interest expense over the 270 day
period following the
closing date of the BNP facility. As of December 31, 2013, $275 of such deferred financing costs had yet to be amortized to interest expense.

The
effective interest rate under the BNP facility was 1.35% per annum as of December 31, 2013. Interest is payable monthly in arrears and commenced January 2, 2014. We
recorded interest expense of $102 for the year ended December 31, 2013, of which $24 related to the amortization of deferred financing costs and $50 related to commitment fees on the unused
portion of the facility. We did not pay any interest expense for the year ended December 31, 2013. The average borrowings under the facility for the period since we commenced borrowing
thereunder to December 31, 2013 were $38,000, with a weighted average interest rate of 3.52%, which includes commitment fees on the unused portion of the facility.

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In connection with the BNP facility, Berwyn Funding has made certain representations and warranties and is required to comply with various covenants, reporting
requirements and other customary requirements for similar facilities. In addition to customary events of default and termination events included in financing transactions, the BNP financing agreements
contain the following additional events of default and termination events, among others: (a) the occurrence of a default or similar condition under certain third-party contracts by us and
Berwyn Funding; (b) any change in BNP's interpretation of applicable law that, in the reasonable opinion of counsel to BNP, has the effect of impeding or prohibiting the facility;
(c) certain events of insolvency or bankruptcy by us or Berwyn Funding; (d) specified material reductions in our or Berwyn Funding's net asset value; (e) any change in our
fundamental or material investment policies; and (f) the termination of the investment advisory and administrative services agreement or if FS Advisor otherwise ceases to act as our investment
adviser and is not immediately replaced by an affiliate or other investment adviser acceptable to BNP.

Under
the terms of the BNP financing agreements, BNP has the ability to borrow a portion of the pledged collateral, or, collectively, the rehypothecated securities, subject to certain
limits. Berwyn Funding receives a fee from BNP in connection with any rehypothecated securities. Berwyn Funding may designate any security within the pledged collateral as ineligible to be a
rehypothecated security, provided there are eligible securities within the segregated custody account in an amount equal to the outstanding borrowings owed by Berwyn Funding to BNP. Berwyn Funding may
recall any rehypothecated security at any time and BNP must return such security or an equivalent security within a commercially reasonable period. In the event BNP does not return the security,
Berwyn Funding will have the right to, among other things, apply and set off an amount equal to 100% of the then-current fair market value of such rehypothecated securities against any outstanding
borrowings owed to BNP
under the facility. Rehypothecated securities are marked-to-market daily and if the value of all rehypothecated securities exceeds 100% of the outstanding borrowings owed by Berwyn Funding under the
facility, BNP may either reduce the amount of rehypothecated securities to eliminate such excess or deposit into the segregated custody account an amount of cash equal to such excess. Berwyn Funding
will continue to receive interest and the scheduled repayment of principal balances on rehypothecated securities.

Borrowings
of Berwyn Funding will be considered borrowings by us for purposes of complying with the asset coverage requirements under the 1940 Act applicable to BDCs.

Citibank Credit Facility

On May 24, 2013, EP Funding, our wholly-owned, special-purpose financing subsidiary, entered into the Citibank credit facility
with Citibank, as administrative agent, and the financial institutions and other lenders from time to time party thereto. The Citibank credit facility provides for borrowings in an aggregate principal
amount up to $175,000 on a committed basis.

We
may contribute cash or debt securities to EP Funding from time to time, subject to certain restrictions set forth in the Citibank credit facility, and will retain a residual interest
in any assets contributed through our ownership of EP Funding or will receive fair market value for any debt securities sold to EP Funding. EP Funding may purchase additional debt securities from
various sources. EP Funding has appointed us to manage its portfolio of debt securities pursuant to the terms of an investment management agreement. EP Funding's obligations to Citibank under the
facility are secured by a first priority security interest in substantially all of the assets of EP Funding, including its portfolio of debt securities. The obligations of EP Funding under the
facility are non-recourse to us and our exposure under the facility is limited to the value of our investment in EP Funding.

Borrowings
under the Citibank credit facility accrue interest at a rate equal to three-month LIBOR plus 2.50% per annum during the first eighteen months of the facility and three-month
LIBOR plus 2.75% per annum thereafter. Borrowings under the facility are subject to compliance with an equity coverage ratio with respect to the current value of EP Funding's portfolio and a loan
compliance test with respect to the initial acquisition of each debt security in EP Funding's portfolio.

Beginning
on August 21, 2013, EP Funding became subject to a non-usage fee to the extent that the aggregate principal amount available under the Citibank credit facility is not
borrowed. Outstanding borrowings under the facility will be amortized beginning on November 24, 2014. Any amounts

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borrowed
under the facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on May 24, 2015.

As
of December 31, 2013, $174,174 was outstanding under the Citibank credit facility. The carrying amount of the amount outstanding under the facility approximates its fair value.
We incurred costs of $657 in connection with obtaining the facility, which we have recorded as deferred financing costs on our consolidated balance sheets and amortize to interest expense over the
life of the facility. As of December 31, 2013, $458 of such deferred financing costs had yet to be amortized to interest expense.

The
effective interest rate under the Citibank credit facility was 2.81% per annum as of December 31, 2013. Interest is paid quarterly in arrears and commenced on
November 12, 2013. We recorded interest expense of $2,451 for the year ended December 31, 2013, of which $199 related to the amortization of deferred financing costs and $30 related to
commitment fees on the unused portion of the facility. We paid $1,573 in interest expense for the year ended December 31, 2013. The average borrowings under the facility for the period since we
commenced borrowing thereunder to December 31, 2013 were $140,217, with a weighted average interest rate of 2.90%, which includes commitment fees on the unused portion of the facility.

Under
the Citibank credit facility, EP Funding has made certain representations and warranties and is required to comply with various covenants, reporting requirements and other
customary requirements for similar facilities. In addition to customary events of default included in financing transactions, the facility contains the following events of default: (a) the
failure to make principal or interest payments within five business days of when due; (b) the insolvency or bankruptcy of EP Funding or us; (c) the failure of EP Funding to be
beneficially owned and controlled by us; (d) our resignation or removal as EP Funding's investment manager; and (e) GSO (or any affiliate thereof or any replacement thereof approved in
writing by Citibank) no longer serving as our investment sub-adviser. Upon the occurrence of an event of default, Citibank may declare the outstanding principal and interest and all other amounts
owing under the facility immediately due and payable. During the continuation of an event of default, EP Funding must pay interest at a default rate.

Borrowings
of EP Funding will be considered borrowings by us for purposes of complying with the asset coverage requirements under the 1940 Act applicable to BDCs.

Deutsche Bank Credit Facility

On June 24, 2011, FSEP Funding, our wholly-owned, special-purpose financing subsidiary, entered into the Deutsche Bank credit
facility with Deutsche Bank as administrative agent and the lender party thereto, which provided for borrowings in an aggregate amount of up to $50,000. On May 30, 2012, August 28, 2012
and October 18, 2012, FSEP Funding and Deutsche Bank entered into separate amendments to the Deutsche Bank credit facility which increased the aggregate borrowings available under the facility
to $100,000, $175,000 and $240,000, respectively.
On June 24, 2013, FSEP Funding and Deutsche Bank entered into an additional amendment to the Deutsche Bank credit facility which extended the maturity date of the facility to June 24,
2014 and consolidated the existing four tranches of commitments under the facility into a single tranche of commitments with an aggregate principal amount of $240,000.

Under
the Deutsche Bank credit facility, we have transferred from time to time cash or securities to FSEP Funding as a contribution to capital and retain a residual interest in the
contributed cash or securities through our ownership of FSEP Funding. We may contribute additional cash or securities to FSEP Funding from time to time and FSEP Funding may purchase additional
securities from various sources. FSEP Funding has appointed us to manage its portfolio of securities pursuant to the terms of an investment management agreement. FSEP Funding's obligations to Deutsche
Bank under the facility are secured by a first priority security interest in substantially all of the assets of FSEP Funding, including its portfolio of securities. The obligations of FSEP Funding
under the facility are non-recourse to us and our exposure under the facility is limited to the value of our investment in FSEP Funding.

Pricing
under the Deutsche Bank credit facility is based on LIBOR for an interest period equal to the weighted average LIBOR interest period of eligible securities owned by FSEP Funding,
with the commitments under the facility bearing interest at the rate of LIBOR plus 1.80% per annum. FSEP

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Funding
is subject to a non-usage fee to the extent that the aggregate principal amount available under the facility is not borrowed. Any amounts borrowed under the Deutsche Bank credit facility will
mature, and all accrued and unpaid interest thereunder will be due and payable, on June 24, 2014.

As
of December 31, 2013 and 2012, $240,000 and $185,232, respectively, was outstanding under the Deutsche Bank credit facility. The carrying amount of the amount outstanding under
the facility approximates its fair value. We incurred costs of $1,300 in connection with obtaining and amending the facility, which we have recorded as deferred financing costs on our consolidated
balance sheets and amortize to interest expense over the life of the facility. As of December 31, 2013, $288 of such deferred financing costs had yet to be amortized to interest expense.

The
effective interest rate under the Deutsche Bank credit facility was 2.04% per annum as of December 31, 2013. Interest is paid quarterly in arrears. We recorded interest
expense of $5,337, $2,132 and $274 for the years ended December 31, 2013, 2012 and 2011, respectively, of which $637, $331 and $44, respectively, related to the amortization of deferred
financing costs and $191, $85 and $118, respectively, related to commitment fees on the unused portion of the facility. We paid $4,546, $1,332 and $121 in interest expense for the years ended
December 31, 2013, 2012 and 2011, respectively. The average borrowings under the facility for the years ended December 31, 2013, 2012 and 2011 were $216,410, $81,825 and $13,033,
respectively, with a weighted average interest rate of 2.17%, 2.19% and 4.18%, respectively, which includes commitment fees on the unused portion of the facility.

Borrowings
under the Deutsche Bank credit facility are subject to compliance with a borrowing base, pursuant to which the amount of funds advanced to FSEP Funding varies depending upon
the types of assets in FSEP Funding's portfolio. The occurrence of certain events described as "Super-Collateralization Events" in the credit agreement that governs the Deutsche Bank credit facility,
or a decline in our net asset value below a specified threshold, results in a lowering of the amount of funds that will be advanced against such assets. Super-Collateralization Events include, without
limitation: (i) certain key employees ceasing to be directors, principals, officers or investment managers of GSO; (ii) the bankruptcy or insolvency of GSO or FS Advisor;
(iii) GSO ceasing to act as our sub-adviser or FS Advisor ceasing to act as our investment adviser; (iv) our ceasing to act as FSEP Funding's investment manager, becoming bankrupt or
insolvent, defaulting on certain material agreements or failing to maintain a net asset value above a specified threshold; and (v) us, GSO or FS Advisor committing fraud or other illicit acts
in our or their investment advisory capacities.

In
connection with the Deutsche Bank credit facility, FSEP Funding has made certain representations and warranties and is required to comply with various covenants, reporting
requirements and other customary requirements for similar facilities. In addition to customary events of default included in financing transactions, the facility contains the following events of
default: (a) the failure to make principal payments when due or interest payments within three business days of when due; (b) borrowings under the facility exceeding the applicable
advance rates; (c) the purchase by FSEP Funding of certain ineligible assets; (d) the insolvency or bankruptcy of FSEP Funding or us; (e) our ceasing to act as investment manager
of FSEP Funding's assets; (f) the decline of our net asset value below a specified threshold; and (g) fraud or other illicit acts by us, FS Advisor or GSO in our or their investment
advisory capacities. During the continuation of an event of default, FSEP Funding must pay interest at a default rate.

Borrowings
of FSEP Funding will be considered borrowings by us for purposes of complying with the asset coverage requirements under the 1940 Act applicable to BDCs.

Natixis Credit Facility

On July 11, 2013, Energy Funding, our wholly-owned, special-purpose financing subsidiary, entered into the Natixis credit
facility with Natixis, as administrative agent and lender, Wells Fargo Bank, as collateral agent and custodian, and the other lenders from time to time party thereto. The Natixis credit facility
provides for borrowings in an aggregate principal amount up to $150,000 on a committed basis.

We
may contribute cash or debt securities to Energy Funding from time to time, subject to certain restrictions set forth in the Natixis credit facility, and will retain a residual
interest in any assets contributed through our ownership of Energy Funding or will receive fair market value for any debt

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securities
sold to Energy Funding. Energy Funding may purchase additional debt securities from various sources. Energy Funding has appointed us to manage its portfolio of debt securities pursuant to
the terms of a collateral management agreement. Energy Funding's obligations to the lenders under the facility are secured by a first priority security interest in substantially all of the assets of
Energy Funding, including its portfolio of debt securities. The obligations of Energy Funding under the facility are non-recourse to us and our exposure under the facility is limited to the value of
our investment in Energy Funding.

Borrowings
under the Natixis credit facility accrue interest at a rate equal to three-month LIBOR plus 2.40% per annum. Borrowings under the facility are subject to compliance with,
among other things, an overcollateralization ratio test with respect to the current value of Energy Funding's portfolio, an interest coverage ratio test with respect to the payments due under the
facility and eligibility criteria with respect to the initial acquisition of each debt security in Energy Funding's portfolio.

Energy
Funding is subject to a non-usage fee to the extent that the aggregate principal amount available under the Natixis credit facility is not borrowed. Any amounts borrowed under the
facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on July 11, 2023.

As
of December 31, 2013, $150,000 was outstanding under the Natixis credit facility. The carrying amount of the amount outstanding under the facility approximates its fair value.
We incurred costs of $2,544 in connection with obtaining the facility, which we have recorded as deferred financing costs on our consolidated balance sheets and amortize to interest expense over the
life of the facility. As of December 31, 2013, $2,424 of such deferred financing costs had yet to be amortized to interest expense.

The
effective interest rate under the Natixis credit facility was 2.94% per annum as of December 31, 2013. Interest is paid quarterly in arrears and commenced on
November 20, 2013. We recorded interest expense of $1,407 for the year ended December 31, 2013, of which $120 related to the amortization of deferred financing costs and $185 related to
commitment fees on the unused portion of the facility. We paid $771 in interest expense for the year ended December 31, 2013. The average borrowings under the facility for the period since we
commenced borrowing thereunder to December 31, 2013 were $118,820, with a weighted average interest rate of 2.99%, which includes commitment fees on the unused portion of the facility for such
period.

In
connection with the Natixis credit facility, Energy Funding has made certain representations and warranties and is required to comply with various covenants, reporting requirements
and other customary requirements for similar facilities. In addition to customary events of default included in financing transactions, the facility contains the following events of default:
(a) the failure to make principal payments when due or interest payments within five business days of when due; (b) Energy Funding becoming an investment company required to be
registered under the 1940 Act; (c) certain events of insolvency or bankruptcy of Energy Funding; (d) our resignation or removal as Energy Funding's collateral manager; (e) FS
Advisor or any replacement thereof approved in writing by the majority lenders no longer serving as our investment adviser; and (f) GSO or any replacement thereof approved in writing by the
majority lenders no longer serving as our investment sub-adviser. Upon the occurrence of an event of default, the majority lenders or Natixis (acting at the direction of the majority lenders) may
declare the outstanding principal and interest and all other amounts owing under
the facility immediately due and payable. During the continuation of an event of default, Energy Funding must pay interest at a default rate.

Borrowings
of Energy Funding will be considered borrowings by us for purposes of complying with the asset coverage requirements under the 1940 Act applicable to BDCs.

Total Return Swap

On May 24, 2013, our wholly-owned, special-purpose financing subsidiary, EP Investments, and Citibank entered into the
termination acknowledgment, pursuant to which EP Investments and Citibank agreed to immediately terminate the TRS Agreement and all transactions thereunder.

The
TRS was for a portfolio of senior secured floating rate loans and other debt securities with a maximum notional amount of $200,000. EP Investments received from Citibank all interest
and fees

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payable
in respect of the assets underlying the TRS. EP Investments paid to Citibank interest at a rate equal to one-month LIBOR plus 1.30% per annum on the full notional amount of the assets subject
to the TRS. In addition, upon the termination or repayment of any asset subject to the TRS, EP Investments either received from Citibank the appreciation in the value of such asset or paid to Citibank
any depreciation in the value of such asset.

EP
Investments was permitted to terminate the TRS upon prior written notice to Citibank, and no termination fee was payable in connection with the termination of the TRS.

Upon
the termination of the TRS, we recognized $9,011 of gains, $2,467 of which represented periodic net settlement payments due on the TRS.

Capital Contribution by FS Advisor and GSO

In December 2010, Michael C. Forman and David J. Adelman, the principals of FS Advisor, contributed an aggregate of $200 to purchase
22,444 common shares (as
adjusted for share distributions) at $8.91 per share, which represents the initial public offering price (as adjusted for share distributions), net of selling commissions and dealer manager fees. The
principals have agreed not to tender these common shares for repurchase as long as FS Advisor remains our investment adviser.

In
April 2011, pursuant to a private placement, Messrs. Forman and Adelman agreed to purchase, through affiliated entities controlled by each of them, 224,444 additional common
shares (as adjusted for share distributions) at $8.91 per share (as adjusted for share distributions). The principals have agreed not to tender these common shares for repurchase as long as FS Advisor
remains our investment adviser. In connection with the same private placement, certain members of our board of trustees and other individuals and entities affiliated with FS Advisor agreed to purchase
1,459,320 common shares (as adjusted for share distributions), and certain individuals and entities affiliated with GSO agreed to purchase 561,111 common shares (as adjusted for share distributions),
in each case at a price of $8.91 per share (as adjusted for share distributions). In connection with the private placement, we issued an aggregate of 2,244,875 common shares (as adjusted for share
distributions) for aggregate proceeds of $20,004 upon satisfaction of the minimum offering requirement on July 18, 2011. As of March 4, 2014, we have sold an aggregate of 3,433,161
common shares (as adjusted for share distributions) for aggregate gross proceeds of $30,919 to members of our board of trustees and individuals and entities affiliated with FS Advisor and GSO,
including common shares sold in the private placement conducted in April 2011.

RIC Status and Distributions

We have elected to be treated for federal income tax purposes, and intend to qualify annually, as a RIC under Subchapter M of
the Code. In order to qualify as a RIC, we must, among other things, distribute at least 90% of our "investment company taxable income," as defined by the Code, each year. As long as the distributions
are declared by the later of the fifteenth day of the ninth month following the close of the taxable year or the due date of the tax return, including extensions, distributions paid up to one year
after the current tax year can be carried back to the prior tax year for determining the distributions paid in such tax year. We intend to make sufficient distributions to our shareholders to qualify
for and maintain our RIC status each year. We are also subject to nondeductible federal excise taxes if we do not distribute at least 98% of net ordinary income, 98.2% of any capital gain net income,
if any, and any recognized and undistributed income from prior years on which we paid no federal income taxes.

We
declared our first distribution on July 21, 2011. Prior to September 2013, we authorized and declared ordinary cash distributions on a semi-monthly basis and paid such
distributions on a monthly basis. In connection with our transition from semi-monthly closings to weekly closings for the sale of common shares in our continuous public offering, beginning in
September 2013, we authorize and declare ordinary cash distributions on a weekly basis, while continuing to pay such distributions on a monthly basis, in each case subject to our board of trustees'
discretion and applicable legal restrictions. We will calculate each shareholder's specific distribution amount for the period using record and declaration dates and each shareholder's distributions
will begin to accrue on the date we accept such shareholder's subscription for our common shares. From time to time, we may also pay special interim distributions in the form of cash or common shares
at the discretion of our board of trustees.

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During
certain periods, our distributions may exceed our earnings, especially during the period before we have substantially invested the proceeds from our continuous public offering of
common shares. As a result, it is possible that a portion of the distributions we make will represent a return of capital for tax purposes. A return of capital generally is a return of an investor's
investment rather than a return of earnings or gains derived from our investment activities and will be made after deducting the fees and expenses payable in connection with our continuous public
offering, including any fees payable to FS Advisor. Each year a statement on Form 1099-DIV identifying the sources of the distributions will be mailed to our shareholders.

We
intend to continue to make our ordinary distributions in the form of cash out of assets legally available for distribution, unless shareholders elect to receive their distributions in
additional common shares under our distribution reinvestment plan. Any distributions reinvested under the plan will nevertheless remain taxable to a U.S. shareholder.

The
following table reflects the cash distributions per share that we have declared and paid on our common shares during the years ended December 31, 2013, 2012 and 2011:

DistributionFor the Year Ended December 31,

Per Share

Amount2011(1)

$
0.2837

$
1,2782012(1)

$
0.6276

$
20,0632013

$
0.6616

$
77,815


(1)The
per share distributions have been retroactively adjusted, as necessary, to reflect the share distribution declared in February 2012 as discussed in
"Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesDistributions."


On
December 9, 2013, our board of trustees declared regular weekly cash distributions for January 2014 through March 2014, which were paid in the amount of $0.012675 per share
commencing with the weekly cash distribution that was payable to shareholders of record as of January 7, 2014. On February 18, 2014, our board of trustees increased the amount of the
regular weekly cash distributions to $0.012734 per share commencing with the weekly cash distribution that was payable to shareholders of record as of February 25, 2014. On March 12,
2014, our board of trustees declared regular weekly cash distributions for April 2014 through June 2014 in the amount of $0.012734 per share. The regular weekly cash distributions have been or will be
paid monthly to shareholders of record as of weekly record dates previously determined by our board of trustees. The timing and amount of any future distributions to shareholders are subject to
applicable legal restrictions and the sole discretion of our board of trustees.

We
have adopted an "opt in" distribution reinvestment plan for our shareholders. As a result, if we make a distribution, our shareholders will receive distributions in cash unless they
specifically "opt in" to the distribution reinvestment plan so as to have their cash distributions reinvested in additional common shares. However, certain state authorities or regulators may impose
restrictions from time to
time that may prevent or limit a shareholder's ability to participate in the distribution reinvestment plan.

We
may fund our cash distributions to shareholders from any sources of funds available to us, including 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, dividends or other distributions paid to us on account of preferred and common equity investments in
portfolio companies and expense reimbursements from Franklin Square Holdings. We have not established limits on the amount of funds we may use from available sources to make distributions.

For
a period of time following commencement of our continuous public offering, substantial portions of our distributions were funded through the reimbursement of certain expenses by
Franklin Square Holdings and its affiliates, including through the waiver of certain investment advisory fees by FS Advisor, that were subject to repayment by us within three years. The purpose of
this arrangement was to ensure that no portion of our distributions to shareholders was paid from offering proceeds or borrowings. Any such distributions funded through expense reimbursements or
waivers of advisory fees were not based on our investment performance. For the year ended December 31, 2011, if Franklin

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Square
Holdings had not reimbursed certain of our expenses, 57% of the aggregate amount of distributions paid during such period would have been funded from offering proceeds or borrowings. Our
repayment of amounts reimbursed or waived by Franklin Square Holdings and its affiliates reduced the distributions that shareholders would otherwise have received in the years ended
December 31, 2012 and 2013. No portion of the distributions paid during the years ended December 31, 2013 or 2012 was funded through the reimbursement of operating expenses by Franklin
Square Holdings. There can be no assurance that we will continue to achieve the performance necessary to sustain our distributions or that we will be able to pay distributions at a specific rate or at
all. Franklin Square Holdings and its affiliates have no obligation to waive advisory fees or otherwise reimburse expenses in future periods.

The
following table reflects the sources of the cash distributions on a tax basis that we have paid on our common shares during the years ended December 31, 2013, 2012 and 2011:

Year Ended December 31,2013

2012

2011Source of Distribution

Distribution
Amount

Percentage

Distribution
Amount

Percentage

Distribution
Amount

PercentageOffering proceeds

$





$





$



Borrowings

















Net investment income (prior to expense reimbursement)(1)


76,383


98
%

15,559


77
%

485


38
%Short-term capital gains proceeds from the sale of assets


1,432


2
%

2,930


15
%

68


5
%Long-term capital gains proceeds from the sale of assets








232


1
%




Non-capital gains proceeds from the sale of assets

















Distributions on account of limited partnership interest








1,342


7
%




Expense reimbursement from sponsor














725


57
%​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Total

$
77,815


100
%
$
20,063


100
%
$
1,278


100
%​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​


(1)During
the years ended December 31, 2013, 2012 and 2011, 94.7%, 93.4% and 92.5%, respectively, of our gross investment income was attributable to
cash interest earned, 2.9%, 6.6% and 4.0%, respectively, was attributable to non-cash accretion of discount and 2.4%, 0.0% and 3.5%, respectively, was attributable to PIK interest.


Our
net investment income on a tax basis for the years ended December 31, 2013, 2012 and 2011 was $76,383, $15,559 and $1,210, respectively. As of December 31, 2013, we had
$10,898 of undistributed ordinary income and net realized gains on a tax basis. As of December 31, 2012 and 2011, we had distributed all of our ordinary income and net realized gains on a tax
basis.

See
"Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesDistributions" for additional information
regarding our distributions, including information regarding share distributions declared on our common shares and a reconciliation of our GAAP-basis net investment income and tax-basis net investment
income for the years ended December 31, 2013, 2012 and 2011.

Critical Accounting Policies

Our financial statements are prepared in conformity with GAAP, which requires us to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Critical accounting policies are
those that require the application of management's most difficult, subjective or complex judgments, often because of the need to make estimates about the effect of matters that are inherently
uncertain and that may change in subsequent periods. In preparing the financial statements, management has made estimates and assumptions that affect the reported

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amounts
of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. In preparing the financial statements,
management has utilized available information, including our past history, industry standards and the current economic environment, among other factors, in forming its estimates and judgments, giving
due consideration to materiality. Actual results may differ from these estimates. In addition, other companies may utilize different estimates, which may impact the comparability of our results of
operations to those of companies in similar businesses. As we execute our operating plans, we will describe additional critical accounting policies in the notes to our future financial statements in
addition to those discussed below.

Valuation of Portfolio Investments

We determine the net asset value of our investment portfolio each quarter. Securities that are publicly-traded are valued at the
reported closing price on the valuation date. Securities that are not publicly-traded are valued at fair value as determined in good faith by our board of trustees. In connection with that
determination, FS Advisor provides our board of trustees with portfolio company valuations which are based on relevant inputs, including, but not limited to, indicative dealer quotes, values of like
securities, recent portfolio company financial statements and forecasts, and valuations prepared by third-party valuation services.

Accounting
Standards Codification Topic 820,Fair Value Measurements and Disclosure, or ASC Topic 820, issued by the Financial Accounting
Standards Board, clarifies the definition of fair value and requires companies to expand their disclosure about the use of fair value to measure assets and liabilities in interim and annual periods
subsequent to initial recognition. ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. ASC Topic 820 also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:
Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, which includes inputs such as quoted prices for similar securities in active markets and quoted
prices for identical securities where there is little or no activity in the market; and Level 3, defined as
unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

With
respect to investments for which market quotations are not readily available, we undertake a multi-step valuation process each quarter, as described
below:



Determination
of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements refer to the uncertainty with respect to the
possible effect of such valuations and any change in such valuations on our consolidated financial statements. Below is a description of factors that our board of trustees may consider when valuing
our debt and equity investments.

Valuation
of fixed income investments, such as loans and debt securities, depends upon a number of factors, including prevailing interest rates for like securities, expected volatility
in future interest rates, call features, put features and other relevant terms of the debt. For investments without readily

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available
market prices, we may incorporate these factors into discounted cash flow models to arrive at fair value. Other factors that our board of trustees may consider include the borrower's ability
to adequately service its debt, the fair market value of the portfolio company in relation to the face amount of its outstanding debt and the quality of collateral securing our debt investments.

For
convertible debt securities, fair value will generally approximate the fair value of the debt plus the fair value of an option to purchase the underlying security (the security into
which the debt may convert) at the conversion price. To value such an option, a standard option pricing model may be used.

Our
equity interests in portfolio companies for which there is no liquid public market are valued at fair value. Our board of trustees, in its analysis of fair value, may consider
various factors, such as multiples of EBITDA, cash flows, net income, revenues or, in limited instances, book value or liquidation value. All of these factors may be subject to adjustments based upon
the particular circumstances of a portfolio company or our actual investment position. For example, adjustments to EBITDA may take into account compensation to previous owners or acquisition,
recapitalization, restructuring or other related items.

Our
board of trustees may also look to private merger and acquisition statistics, public trading multiples discounted for illiquidity and other factors, valuations implied by third-party
investments in the portfolio companies or industry practices in determining fair value. Our board of trustees may also consider the size and scope of a portfolio company and its specific strengths and
weaknesses, as well as any other factors it deems relevant in assessing the value. Generally, the value of our equity interests in public companies for which market quotations are readily available is
based upon the most recent closing public market price. Portfolio securities that carry certain restrictions on sale are typically valued at a discount from the public market value of the security.

When
we receive warrants or other equity securities at nominal or no additional cost in connection with an investment in a debt security, our board of trustees will allocate the cost
basis in the investment between the debt securities and any such warrants or other equity securities received at the time of origination. Our board of trustees will subsequently value these warrants
or other equity securities received at fair value.

The
fair values of our investments are determined in good faith by our board of trustees. Our board of trustees is solely responsible for the valuation of our portfolio investments at
fair value as determined in good faith pursuant to our valuation policy and consistently applied valuation process.

Our
investments as of December 31, 2013 consisted primarily of debt securities that are traded on a private over-the-counter market for institutional investors. Except as
described below, we valued our investments by using the midpoint of the prevailing bid and ask prices from dealers on the date of the relevant period end, which were provided by an independent
third-party pricing service and screened for validity by such service. Six senior secured loan investments and two subordinated debt investment, for which broker quotes were not available, were valued
by an independent valuation firm, which
determined the fair value of such investments by considering, among other factors, the borrower's ability to adequately service its debt, prevailing interest rates for like investments, call features
and other relevant terms of the debt. Except as described below, all of our equity/other investments were valued by the same independent valuation firm, which determined the fair value of such
investments by considering, among other factors, contractual rights ascribed to such investments, as well as various income scenarios and multiples of EBITDA, cash flows, net income, revenues or, in
limited instances, book value or liquidation value. One senior secured loan investment, one subordinated debt investment and two equity/other investments, all of which were newly-issued and purchased
near December 31, 2013, were valued at cost, as our board of trustees determined that the cost of each such investment was the best indication of its fair value.

Our
investments as of December 31, 2012 consisted primarily of debt securities that are traded on a private over-the-counter market for institutional investors. Except as
described below, we valued our investments by using the midpoint of the prevailing bid and ask prices from dealers on the date of the relevant period end, which were provided by an independent
third-party pricing service and screened for validity by such service. One senior secured loan investment, for which broker quotes were not available, was valued by an independent valuation firm,
which determined the fair value of such

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investment
by considering, among other factors, the borrower's ability to adequately service its debt, prevailing interest rates for like investments, call features and other relevant terms of the
debt. All of our equity/other investments were valued by the same independent valuation firm, which determined the fair value of such investments by considering, among other factors, contractual
rights ascribed to such investments, as well as various income scenarios and multiples of EBITDA, cash flows, net income, revenues or, in limited instances, book value or liquidation value. We valued
our TRS in accordance with the TRS Agreement. Pursuant to the TRS Agreement, the value of the TRS was based on the increase or decrease in the value of the assets underlying the TRS, together with
accrued interest income, interest expense and certain other expenses incurred under the TRS. The assets underlying the TRS were valued by Citibank. Citibank based its valuation on the indicative bid
prices provided by an independent third-party pricing service. Bid prices reflect the highest price that market participants may be willing to pay. These valuations were sent to us for review and
testing. Our valuation committee and board of trustees reviewed and approved the value of the TRS, as well as the value of the assets underlying the TRS, on a quarterly basis as part of their
quarterly determination of net asset value. To the extent our valuation committee or board of trustees had any questions or concerns regarding the valuation of the assets underlying the TRS, such
valuation was discussed or challenged pursuant to the terms of the TRS.

We
periodically benchmark the bid and ask prices we receive from the third-party pricing service against the actual prices at which we purchase and sell our investments. Based on the
results of the benchmark analysis and the experience of our management in purchasing and selling these investments, we believe that these prices are reliable indicators of fair value. However, because
of the private nature of this marketplace (meaning actual transactions are not publicly reported), we believe that these valuation inputs are classified as Level 3 within the fair value
hierarchy. We may also use other methods to determine fair value for securities for which we cannot obtain prevailing bid and ask prices through our third-party pricing service or independent dealers,
including the use of an independent valuation firm. We periodically benchmark the valuations provided by the independent valuation firm against the actual prices at which we purchase and sell our
investments. Our valuation committee and board of trustees reviewed and approved the valuation determinations made with respect to these investments in a manner consistent with our valuation process.

Revenue Recognition

Security transactions are accounted for on the trade date. We record interest income on an accrual basis to the extent that we expect
to collect such amounts. We record dividend income on the ex-dividend date. We do not accrue as a receivable interest or dividends on loans and securities if we have reason to doubt our ability to
collect such income. Loan origination fees, original issue discount and market discount are capitalized and we amortize such amounts as interest income over the respective term of the loan or
security. Upon the prepayment of a loan or security, any unamortized loan origination fees and original issue discount are recorded as interest income. Upfront structuring fees are recorded as fee
income when earned. We record prepayment premiums on loans and securities as fee income when we receive such amounts.

Net Realized Gains or Losses, Net Change in Unrealized Appreciation or Depreciation and Net Change in Unrealized Gains or Losses on Foreign Currency

Gains or losses on the sale of investments are calculated by using the specific identification method. We measure realized gains or
losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously
recognized, but considering unamortized upfront fees. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including
any reversal of previously recorded unrealized gains or losses when gains or losses are realized. Net change in unrealized gains or losses on foreign currency reflects the change in the value of
receivables or accruals during the reporting period due to the impact of foreign currency fluctuations.

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Capital Gains Incentive Fee

Pursuant to the terms of the investment advisory and administrative services agreement, the incentive fee on capital gains is
determined and payable in arrears as of the end of each calendar year (or upon termination of the investment advisory and administrative services agreement). Such fee will equal 20.0% of our incentive
fee capital gains (i.e., our realized capital gains on a cumulative basis from inception, calculated as of the end of the applicable period, net of all realized capital losses and unrealized
capital depreciation on a cumulative basis), less the aggregate amount of any previously paid capital gains incentive fees. On a quarterly basis, we accrue for the capital gains incentive fee by
calculating such fee as if it were due and payable as of the end of such period.

While
the investment advisory and administrative services agreement neither includes nor contemplates the inclusion of unrealized gains in the calculation of the capital gains incentive
fee, pursuant to an interpretation of an American Institute of Certified Public Accountants Technical Practice Aid for investment companies, we include unrealized gains in the calculation of the
capital gains incentive fee expense and related accrued capital gains incentive fee. This accrual reflects the incentive fees that would be payable to FS Advisor if our entire portfolio was liquidated
at its fair value as of the balance
sheet date even though FS Advisor is not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized.

In
addition, we historically treated all net settlement payments received by us pursuant to our TRS (which is described more fully in "Financial Condition, Liquidity and
Capital ResourcesTotal Return Swap") as realized capital gains and included only the aggregate amount of unrealized depreciation on the TRS as a whole in calculating the capital gains
incentive fee payable to FS Advisor with respect to realized gains, in each case, in accordance with GAAP. However, the staff of the Division of Investment Management of the SEC informed us that it is
their interpretation of the applicable language in the Advisers Act that we should "look through" the TRS in calculating our capital gains incentive fee. Under this "look through" methodology, the
portion of the net settlement payments received by us pursuant to the TRS which would have represented net investment income to us had we held the loans or securities underlying the TRS directly would
be treated as net investment income subject to the subordinated incentive fee on income payable to FS Advisor pursuant to the investment advisory and administrative services agreement, rather than as
realized capital gains in accordance with GAAP, and any unrealized depreciation on individual loans or securities underlying the TRS would further reduce the capital gains incentive fee payable to FS
Advisor with respect to realized gains. FS Advisor voluntarily agreed to waive any capital gains incentive fee calculated in accordance with GAAP to which it would otherwise be entitled in respect of
the TRS if and to the extent that the amount of such fee exceeds the sum of (i) the amount of capital gains incentive fee determined in respect of the TRS on a "look through" basis under which
we treat the reference assets underlying the TRS as our investments and (ii) the aggregate amount of subordinated incentive fees on income which would have been payable to FS Advisor with
respect to the portion of the net settlement payments received by us pursuant to the TRS which represent net investment income on the loans or securities underlying the TRS on a "look through" basis.
As of June 30, 2013, the aggregate capital gains incentive fees paid to FS Advisor in prior periods and accrued as of such date with respect to realized gains in accordance with GAAP were less
than the fees which would have been payable in accordance with the "look through" methodology. On May 24, 2013, we terminated the TRS.

Subordinated Income Incentive Fee

Pursuant to the investment advisory and administrative services agreement, FS Advisor may also be entitled to receive a subordinated
incentive fee on income. The subordinated incentive fee on income, which is calculated and payable quarterly in arrears, equals 20.0% of "pre-incentive fee net investment income" for the immediately
preceding quarter and is subject to a hurdle rate, expressed as a rate of return on adjusted capital, as defined in the investment advisory and administrative services agreement, equal to 1.625% per
quarter, or an annualized hurdle rate of 6.5%. As a result, FS Advisor will not earn this incentive fee for any quarter until our pre-incentive fee net investment income for such quarter exceeds the
hurdle rate of 1.625%. Once our pre-incentive fee net investment income in any quarter exceeds the hurdle rate, FS Advisor will be entitled to a "catch-up" fee equal to the amount of the pre-incentive
fee net investment income in excess of the hurdle rate, until our pre-incentive fee net

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investment
income for such quarter equals 2.031%, or 8.125% annually, of adjusted capital. Thereafter, FS Advisor will receive 20.0% of pre-incentive fee net investment income.

Uncertainty in Income Taxes

We evaluate our tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with
accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax benefits or liabilities in our consolidated financial statements.
Recognition of a tax benefit or liability with respect to an uncertain tax position is required only when the position is "more likely than not" to be sustained assuming examination by taxing
authorities. We recognize interest and penalties, if any, related to unrecognized tax liabilities as income tax expense in our consolidated statements of operations. During the years ended
December 31, 2013, 2012 and 2011, we did not incur any interest or penalties.

Contractual Obligations

We have entered into an agreement with FS Advisor to provide us with investment advisory and administrative services. Payments for
investment advisory services under the investment advisory and administrative services agreement are equal to (a) an annual base management fee of 2.0% of the average value of our gross assets
and (b) an incentive fee based on our performance. FS Advisor, and to the extent it is required to provide such services, our sub-adviser, are reimbursed for administrative expenses incurred on
our behalf. For the years ended December 31, 2013, 2012 and 2011, we incurred $30,840, $7,806 and $503, respectively, in base management fees and $2,246, $807 and $199, respectively, in
administrative services expenses under the investment advisory and administrative services agreement. In addition, FS Advisor is eligible to receive incentive fees based on the performance of our
portfolio. During the year ended December 31, 2013, we accrued a subordinated incentive fee on income of $7,634 based on the performance of our portfolio and paid FS Advisor $848 in respect of
such fee. As of December 31, 2013, a subordinated incentive fee on income of $6,786 was payable to FS Advisor. We did not accrue any subordinated incentive fee on income during the years ended
December 31, 2012 and 2011. During the years ended December 31, 2013, 2012 and 2011, we accrued capital gains incentive fees of $8,321, $6,415 and $67, respectively, based on the
performance of our portfolio, of which $5,464, $5,462 and $67, respectively, was based on unrealized gains and $2,857, $953 and $0, respectively, was based on realized gains. We paid FS Advisor $953
in capital gains incentive fees during the year ended December 31, 2013. We did not pay any amounts to FS Advisor in respect of the capital gains incentive fee during the years ended
December 31, 2012 and 2011.

A
summary of our significant contractual payment obligations for the repayment of outstanding borrowings under the BNP facility, the Citibank credit facility, the Deutsche Bank credit
facility and the Natixis credit facility at December 31, 2013 is as follows:

Payments Due By PeriodTotal

Less than 1 year

1-3 years

3-5 years

More than 5 yearsBNP Facility(1)

$
60,000

$
60,000








Citibank Credit Facility(2)

$
174,174

$
43,750

$
130,424





Deutsche Bank Credit Facility(3)

$
240,000

$
240,000








Natixis Credit Facility(4)

$
150,000










$
150,000


(1)At
December 31, 2013, $140,000 remained unused under the BNP facility. The BNP facility generally is terminable upon 270 days' notice by
either party. As of December 31, 2013, neither Berwyn Funding nor BNP had provided notice of its intent to terminate the facility.(2)At
December 31, 2013, $826 remained unused under the Citibank credit facility. All amounts borrowed under the facility will mature, and all accrued
and unpaid interest thereunder will be due and payable, on May 24, 2015. Amounts due on the facility will begin to amortize on November 24, 2014.(3)At
December 31, 2013, no amounts remained unused under the Deutsche Bank credit facility. All amounts borrowed under the facility will mature, and
all accrued and unpaid interest thereunder will be due and payable, on June 24, 2014.


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(4)At
December 31, 2013, no amounts remained unused under the Natixis credit facility. All amounts borrowed under the facility will mature, and all
accrued and unpaid interest thereunder will be due and payable, on July 11, 2023.


Off-Balance Sheet Arrangements

We currently have no off-balance sheet arrangements, including any risk management of commodity pricing or other hedging practices.

Recently Issued Accounting Standards

None.

Related Party Transactions

Compensation of the Dealer Manager and Investment Adviser

Pursuant to the investment advisory and administrative services agreement, FS Advisor is entitled to an annual base management fee of
2.0% of the average value of our gross assets and an incentive fee based on our performance. We commenced accruing fees under the investment advisory and administrative services agreement on
July 18, 2011, upon commencement of our operations. Management fees are paid on a quarterly basis in arrears.

The
incentive fee consists of two parts. The first part, which is referred to as the subordinated incentive fee on income, is calculated and payable quarterly in arrears, equals 20.0% of
"pre-incentive fee net investment income" for the immediately preceding quarter and is subject to a hurdle rate, expressed as a rate of return on adjusted capital, as defined in the investment
advisory and administrative services agreement, equal to 1.625% per quarter, or an annualized hurdle rate of 6.5%. The second part of the incentive fee, which is referred to as the incentive fee on
capital gains, is accrued for on a quarterly basis and, if earned, is paid annually. We accrue this incentive fee based on net realized and unrealized gains; however, under the terms of the investment
advisory and administrative services agreement, the fee payable to FS Advisor is based on realized gains and no such fee is payable with respect to unrealized gains unless and until such gains are
actually realized. See "Critical Accounting PoliciesCapital Gains Incentive Fee" for a discussion of the treatment of the TRS with respect to the calculation of the capital
gains incentive fee.

We
reimburse FS Advisor for expenses necessary to perform services related to our administration and operations. The amount of this reimbursement is set at the lesser of (1) FS
Advisor's actual costs incurred in providing such services and (2) the amount that we estimate we would be required to pay alternative service providers for comparable services in the same
geographic location. FS Advisor is required to allocate the cost of such services to us based on objective factors such as total assets, revenues, time allocations and/or other reasonable metrics. Our
board of trustees then assesses the reasonableness of such reimbursements based on the breadth, depth and quality of such services as compared to the estimated cost to us of obtaining similar services
from third-party providers known to be available. In addition, our board of trustees considers whether any single third-party service provider would be capable of providing all such services at
comparable cost and quality. Finally, our board of
trustees compares the total amount paid to FS Advisor for such services as a percentage of our net assets to the same ratio as reported by other comparable BDCs.

Franklin
Square Holdings has funded certain of our offering costs and organization costs. These costs have been recorded by us as a contribution to capital. The offering costs were
offset against capital in excess of par value on the consolidated financial statements and the organization costs were charged to expense as incurred by us. Under the terms of the investment advisory
and administrative services agreement, upon satisfaction of the minimum offering requirement, FS Advisor became entitled to receive 1.5% of gross proceeds raised in our continuous public offering
until all offering costs and organization costs funded by FS Advisor or its affiliates (including Franklin Square Holdings) had been recovered. On July 18, 2011, we satisfied the minimum
offering requirement. Since inception through December 31, 2013, Franklin Square Holdings has funded $3,143 in offering and organization costs. During the years ended December 31, 2013,
2012 and 2011, we paid total reimbursements of $0, $2,051 and $1,092, respectively, to FS Advisor and its affiliates. The reimbursements were recorded as a

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reduction
of capital. As of December 31, 2013, no amounts remain reimbursable to FS Advisor and its affiliates under this arrangement.

The
dealer manager for our continuous public offering is FS2, which is one of our affiliates. Under the dealer manager agreement among us, FS Advisor and FS2,
FS2 is entitled to receive sales commissions and dealer manager fees in connection with the sale of common shares in our continuous public offering, all or a portion of which may be
re-allowed to selected broker-dealers.

The
following table describes the fees and expenses accrued under the investment advisory and administrative services agreement and the dealer manager agreement during the years ended
December 31, 2013, 2012 and 2011:

Year Ended December 31,Related Party

Source Agreement

Description

2013

2012

2011FS Advisor

Investment Advisory and Administrative Services Agreement

Base Management Fee(1)

$
30,840

$
7,806

$
503FS Advisor

Investment Advisory and Administrative Services Agreement

Capital Gains Incentive Fee(2)

$
8,321

$
6,415

$
67FS Advisor

Investment Advisory and Administrative Services Agreement

Subordinated Incentive Fee on Income(3)

$
7,634

$


$
FS Advisor

Investment Advisory and Administrative Services Agreement

Administrative Services Expenses(4)

$
2,246

$
807

$
199FS2

Dealer Manager Agreement

Dealer Manager Fee(5)

$
20,016

$
10,240

$
900


(1)During
the years ended December 31, 2013, 2012 and 2011, $23,611, $2,878 and $157, respectively, in base management fees were paid to FS Advisor.
During the year ended December 31, 2012, $1,752 in base management fees were applied to offset the liability of Franklin Square Holdings under the expense reimbursement agreement (see
"Expense Reimbursement"). As of December 31, 2013, $10,751 in base management fees were payable to FS Advisor.(2)During
the years ended December 31, 2013, 2012 and 2011, we accrued capital gains incentive fees of $8,321, $6,415 and $67, respectively, based on
the performance of our portfolio, of which $5,464, $5,462 and $67, respectively, was based on unrealized gains and $2,857, $953 and $0, respectively, was based on realized gains. No capital gains
incentive fees are actually payable by us with respect to unrealized gains unless and until those gains are actually realized. We paid FS Advisor $953 in capital gains incentive fees during the year
ended December 31, 2013. As of December 31, 2013, $2,857 in capital gains incentive fees were payable to FS Advisor.(3)During
the year ended December 31, 2013, $848 of subordinated incentive fees on income were paid to FS Advisor. As of December 31,
2013, a subordinated incentive fee on income of $6,786 was payable to FS Advisor.(4)During
the years ended December 31, 2013, 2012 and 2011, $1,854, $611 and $181, respectively, of administrative services expenses related to the
allocation of costs of administrative personnel for services rendered to us by FS Advisor and the remainder related to other reimbursable expenses. We paid $1,987, $700 and $147, respectively, in
administrative services expenses to FS Advisor during the years ended December 31, 2013, 2012 and 2011.(5)Represents
aggregate dealer manager fees retained by FS2 and not re-allowed to selected broker-dealers.


Capital Contribution by FS Advisor and GSO

In December 2010, Michael C. Forman and David J. Adelman, the principals of FS Advisor, contributed an aggregate of $200 to purchase
22,444 common shares (as adjusted for share distributions) at $8.91 per share, which represents the initial public offering price (as adjusted for share distributions), net of selling commissions and
dealer manager fees. The principals have agreed not to tender these common shares for repurchase as long as FS Advisor remains our investment adviser.

In
April 2011, pursuant to a private placement, Messrs. Forman and Adelman agreed to purchase, through affiliated entities controlled by each of them, 224,444 additional common
shares (as adjusted for share distributions) at $8.91 per share (as adjusted for share distributions). The principals have
agreed not to tender these common shares for repurchase as long as FS Advisor remains our investment adviser. In connection with the same private placement, certain members of our board of

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trustees
and other individuals and entities affiliated with FS Advisor agreed to purchase 1,459,320 common shares (as adjusted for share distributions), and certain individuals and entities affiliated
with GSO agreed to purchase 561,111 common shares (as adjusted for share distributions), in each case at a price of $8.91 per share (as adjusted for share distributions). In connection with the
private placement, we issued an aggregate of 2,244,875 common shares (as adjusted for share distributions) for aggregate proceeds of $20,004, upon satisfaction of the minimum offering requirement on
July 18, 2011. As of March 4, 2014, we have sold an aggregate of 3,433,161 common shares (as adjusted for share distributions) for aggregate gross proceeds of $30,919 to members of our
board of trustees and individuals and entities affiliated with FS Advisor and GSO, including common shares sold in the private placement conducted in April 2011.

Potential Conflicts of Interest

FS Advisor's senior management team is comprised of substantially the same personnel as the senior management teams of FB Income
Advisor, LLC, FSIC II Advisor, LLC, FSIC III Advisor, LLC and FS Global Advisor, LLC, the investment advisers to Franklin Square Holdings' other affiliated BDCs and
affiliated closed-end management investment company. As a result, such personnel provide investment advisory services to us and each of FS Investment Corporation, FS Investment Corporation II,
FS Investment Corporation III and FS Global Credit Opportunities Fund. While none of FS Advisor, FB Income Advisor, LLC, FSIC II Advisor, LLC, FSIC III
Advisor, LLC or FS Global Advisor, LLC is currently making private corporate debt investments for clients other than us, FS Investment Corporation, FS Investment Corporation II,
FS Investment Corporation III and FS Global Credit Opportunities Fund, respectively, any, or all, may do so in the future. In the event that FS Advisor undertakes to provide investment
advisory services to other clients in the future, it intends to allocate investment opportunities in a fair and equitable manner consistent with our investment objectives and strategies, if necessary,
so that we will not be disadvantaged in relation to any other client of FS Advisor or its management team. In addition, even in the absence of FS Advisor retaining additional clients, it is
possible that some investment opportunities may be provided to FS Investment Corporation, FS Investment Corporation II, FS Investment Corporation III and/or FS Global Credit
Opportunities Fund rather than to us.

Exemptive Relief

In an order dated June 4, 2013, the SEC granted exemptive relief permitting us, subject to satisfaction of certain conditions,
to co-invest in certain privately negotiated investment transactions with our co-investment affiliates. We believe this relief may not only enhance our ability to further our investment objectives and
strategy, but may also increase favorable investment
opportunities for us, in part by allowing us to participate in larger investments, together with our co-investment affiliates, than would be available to us if we had not obtained such relief. Because
we did not seek exemptive relief to engage in co-investment transactions with GSO and its affiliates, we will continue to be permitted to co-invest with GSO and its affiliates only in accordance with
existing regulatory guidance.

Expense Reimbursement

Pursuant to the expense reimbursement agreement, Franklin Square Holdings has agreed to reimburse us for expenses in an amount that is
sufficient to ensure that no portion of our distributions to shareholders will be paid from our offering proceeds or borrowings. See "OverviewExpense Reimbursement" for a
detailed description of the expense reimbursement agreement.

During
the years ended December 31, 2012 and 2011, we accrued $1,432 and $725, respectively, for reimbursements that Franklin Square Holdings had agreed to pay. As of
December 31, 2013 and 2012, we had no reimbursements due from Franklin Square Holdings. Under the expense reimbursement agreement, amounts reimbursed by Franklin Square Holdings may become
subject to repayment in the future. During the year ended December 31, 2012, we accrued $1,432 for expense recoupments payable to Franklin Square Holdings, of which $349 was paid to Franklin
Square Holdings during such period. As of December 31, 2012, $1,083 of expense recoupments were payable to Franklin Square Holdings, all of which was paid to Franklin Square Holdings during the
year ended December 31, 2013. As of December 31, 2013, no further amounts remain subject to repayment by us to Franklin Square Holdings in the future.

90

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Table of Contents

FS Benefit Trust

On May 30, 2013, FS Trust was formed as a Delaware statutory trust for the purpose of awarding equity incentive compensation to
employees of Franklin Square Holdings and its affiliates. In connection with our semi-monthly closing occurring on June 17, 2013, FS Trust purchased $43 of our common shares at a purchase price
equal to 90% of the offering price in effect on such date, or $9.675 per share.

Recent Developments

During the period from January 1, 2014 to March 4, 2014, we sold 18,916,402 common shares for gross proceeds of $200,292
at an average price per share of $10.59.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk.

We are subject to financial market risks, including changes in interest rates. As of December 31, 2013, 60.5% of our portfolio
investments (based on fair value) paid variable interest rates, 34.7% paid fixed interest rates, 3.9% were income producing equity or other investments and the remainder (0.9%) consisted of non-income
producing equity or other investments. A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to certain variable rate investments we hold and to
declines in the value of any fixed rate investments we hold. To the extent that a substantial portion of our investments may be in variable rate investments, an increase in interest rates would make
it easier for us to meet or exceed our incentive fee hurdle rate, as described in the investment advisory and administrative services agreement we have entered into with FS Advisor, and may result in
a substantial increase in our net investment income and to the amount of incentive fees payable to FS Advisor with respect to our increased pre-incentive fee net investment income.

Pursuant
to the terms of the BNP facility, the Citibank credit facility, the Deutsche Bank credit facility and the Natixis credit facility, Berwyn Funding, EP Funding, FSEP Funding and
Energy Funding, respectively, borrow at a floating rate based on LIBOR. To the extent that any present or future credit facilities or other financing arrangements that we or any of our subsidiaries
enter into are based on a floating interest rate, we will be subject to risks relating to changes in market interest rates. In periods of rising interest rates when we or our subsidiaries have such
debt outstanding or financing arrangements in effect, our interest expense would increase, which could reduce our net investment income, especially to the extent we hold fixed rate investments.

The
following table shows the effect over a twelve month period of changes in interest rates on our interest income, interest expense and net interest income, assuming no changes in our
investment portfolio and borrowing arrangements in effect as of December 31, 2013 (dollar amounts are presented in thousands):

LIBOR Basis Point Change

Increase
(Decrease)
in Interest
Income(1)

Increase
(Decrease)
in Interest
Expense

Increase
(Decrease) in
Net Interest
Income

Percentage
Change in
Net Interest
IncomeDown 25 basis points

$


$
(1,560
)
$
1,560


0.9
%Current LIBOR











Up 100 basis points


1,029


6,242


(5,213
)

(2.9
)%Up 300 basis points


26,233


18,725


7,508


4.1
%Up 500 basis points


53,057


31,209


21,848


12.0
%


(1)Assumes
no defaults or prepayments by portfolio companies over the next twelve months.


We
expect that our long-term investments will be financed primarily with equity and debt. If deemed prudent, we may use interest rate risk management techniques in an effort to minimize
our exposure to interest rate fluctuations. These techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act. Adverse developments resulting from changes
in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations. During the years ended December 31, 2013, 2012 and
2011, we did not engage in interest rate hedging activities.

In
addition, we may have risk regarding portfolio valuation. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of
OperationsCritical Accounting PoliciesValuation of Portfolio Investments."

91

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Table of Contents

Item 8.    Financial Statements and Supplementary Data.

Index to Financial Statements



PageManagement's Report on Internal Control over Financial Reporting

93Report of Independent Registered Public Accounting Firm

94Report of Independent Registered Public Accounting Firm

95Consolidated Balance Sheets as of December 31, 2013 and 2012

96Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011

97Consolidated Statements of Changes in Net Assets for the years ended December 31, 2013, 2012 and 2011

98Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011

99Consolidated Schedules of Investments as of December 31, 2013 and 2012

100Notes to Consolidated Financial Statements

108


92

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Table of Contents

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. In connection with the preparation of our annual financial statements,
management has conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework set forth inInternal
ControlIntegrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission in 1992. Management's assessment included an evaluation
of the design of our internal control over financial reporting and testing of the operational effectiveness of those controls. Based on this evaluation, we have concluded that, as of
December 31, 2013, our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with U.S. generally accepted accounting principles.

93

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Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Trustees and Shareholders
FS Energy and Power Fund
Philadelphia, Pennsylvania

We
have audited FS Energy and Power Fund's internal control over financial reporting as of December 31, 2013, based on criteria established inInternal
ControlIntegrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission in 1992.
FS Energy and Power Fund's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial
reporting included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company's internal control over financial
reporting based on our audit.

We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our
audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A
company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures
that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (b) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (c) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In
our opinion, FS Energy and Power Fund maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria
established inInternal ControlIntegrated Frameworkissued by the Committee of Sponsoring
Organizations of the Treadway Commission in 1992.

We
have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets, including the consolidated
schedules of investments, of FS Energy and Power Fund as of December 31, 2013 and 2012, and the related consolidated statements of operations, changes in net assets and cash flows for each of
the three years in the period ended December 31, 2013, and our report dated March 18, 2014 expressed an unqualified opinion.

/s/
McGladrey LLP

Blue
Bell, Pennsylvania
March 18, 2014

94

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Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Trustees and Shareholders
FS Energy and Power Fund
Philadelphia, Pennsylvania

We
have audited the accompanying consolidated balance sheets, including the consolidated schedules of investments, of FS Energy and Power Fund (the "Company") as of December 31,
2013 and 2012, and the related consolidated statements of operations, changes in net assets and cash flows for each of the three years in the period ended December 31, 2013. These financial
statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. Our procedures included confirmation of securities owned as of December 31, 2013 and 2012 by correspondence with the custodians and brokers, or by other appropriate auditing
procedures where replies from custodians and brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of FS Energy and Power Fund as of
December 31, 2013 and 2012 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity with U.S. generally
accepted accounting principles.

We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), FS Energy and Power Fund's internal control over financial
reporting as of December 31, 2013, based on criteria established inInternal ControlIntegrated
Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission in 1992, and our report dated March 18, 2014 expressed an unqualified opinion on
the effectiveness of FS Energy and Power Fund's internal control over financial reporting.

As
explained in Note 7 to the consolidated financial statements, the accompanying consolidated financial statements include investments valued at approximately $2,300,201,000
(137.2% of net assets) and approximately $701,172,000 (116.3% of net assets) as of December 31, 2013 and 2012, respectively, whose fair values have been determined by the Company in the absence
of readily ascertainable fair values.

/s/
McGladrey LLP

Blue
Bell, Pennsylvania
March 18, 2014

95

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Table of Contents



FS Energy and Power Fund

Consolidated Balance Sheets
(in thousands, except share and per share amounts)



December 31,2013

2012AssetsInvestments, at fair value (amortized cost$2,249,954 and $677,919, respectively)

$
2,300,201

$
701,172Cash


91,084


48,986Due from counterparty





56,876Receivable for investments sold and repaid


8,306


9,374Interest receivable


25,467


9,075Receivable for common shares purchased


135


41Deferred financing costs


3,445


325Receivable due on total return swap(1)





329Unrealized appreciation on total return swap(1)





3,141Prepaid expenses and other assets


21


175​
​
​
​
​
​
​
​Total assets

$
2,428,659

$
829,494​
​
​
​
​
​
​
​LiabilitiesPayable for investments purchased

$
81,509

$
25,556Credit facilities payable


624,174


185,232Shareholder distributions payable


10,700


3,349Management fees payable


10,751


3,522Expense recoupment payable to sponsor(2)





1,083Accrued capital gains incentive fees(3)


13,850


6,482Subordinated income incentive fees payable(3)


6,786


Administrative services expense payable


418


159Interest payable


2,005


578Trustees' fees payable


251


Other accrued expenses and liabilities


1,978


644​
​
​
​
​
​
​
​Total liabilities


752,422


226,605​
​
​
​
​
​
​
​Shareholders' equityPreferred shares, $0.001 par value, 50,000,000 shares authorized, none issued and outstanding





Common shares, $0.001 par value, 450,000,000 shares authorized, 173,532,259 and 64,524,909 shares issued and outstanding, respectively(4)


174


65Capital in excess of par value(5)


1,622,893


579,776Accumulated undistributed net realized gains on investments and total return swap and gain/loss on foreign currency(5)


10,898


Accumulated distributions in excess of net investment income(5)


(7,946
)

(3,354
)Net unrealized appreciation (depreciation) on investments and total return swap and gain/loss on foreign currency


50,218


26,402​
​
​
​
​
​
​
​Total shareholders' equity


1,676,237


602,889​
​
​
​
​
​
​
​Total liabilities and shareholders' equity

$
2,428,659

$
829,494​
​
​
​
​
​
​
​Net asset value per common share at year end

$
9.66

$
9.34


(1)See
Note 8 for a discussion of the Company's total return swap agreement, which was terminated on May 24, 2013.(2)See
Note 4 for a discussion of expense reimbursements paid to the Company by its investment adviser and affiliates and recoupment of such amounts
paid by the Company to its investment adviser and affiliates.(3)See
Note 2 and Note 4 for a discussion of the methodology employed by the Company in calculating the capital gains incentive fees and
subordinated income incentive fees.(4)As
discussed in Note 5, the Company paid a 1% share distribution in February 2012. The outstanding shares and net asset value per share reflect this
distribution on a retroactive basis.(5)See
Note 5 for a discussion of the sources of distributions paid by the Company.




See notes to consolidated financial statements.

96

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Table of Contents



FS Energy and Power Fund

Consolidated Statements of Operations
(in thousands, except share and per share amounts)



Year Ended December 31,2013

2012

2011Investment incomeInterest income

$
115,402

$
28,351

$
1,357Fee income


16,600


1,614


37​
​
​
​
​
​
​
​
​
​
​Total investment income


132,002


29,965


1,394​
​
​
​
​
​
​
​
​
​
​Operating expensesManagement fees


30,840


7,806


503Capital gains incentive fees(1)


8,321


6,415


67Subordinated income incentive fees(1)


7,634





Administrative services expenses


2,246


807


199Share transfer agent fees


2,010


659


70Accounting and administrative fees


741


288


50Interest expense


9,297


2,141


281Organization costs








167Trustees' fees


870


409


Other general and administrative expenses


2,439


1,278


129​
​
​
​
​
​
​
​
​
​
​Total operating expenses


64,398


19,803


1,466Less: Expense reimbursement from sponsor(2)





(1,432
)

(725
)Add: Expense recoupment to sponsor(2)





1,432


​
​
​
​
​
​
​
​
​
​
​Net operating expenses


64,398


19,803


741​
​
​
​
​
​
​
​
​
​
​Net investment income before taxes


67,604


10,162


653Income and excise taxes


800





​
​
​
​
​
​
​
​
​
​
​Net investment income


66,804


10,162


653​
​
​
​
​
​
​
​
​
​
​Realized and unrealized gain/lossNet realized gain (loss) on investments


5,091


2,307


68Net realized gain (loss) on total return swap(3)


12,736


3,293


308Net realized gain (loss) on foreign currency


(77
)

37


Net change in unrealized appreciation (depreciation) on investments


26,994


23,419


(166
)Net change in unrealized appreciation (depreciation) on total return swap(3)


(3,141
)

3,020


121Net change in unrealized gain (loss) on foreign currency


(37
)

25


(17
)​
​
​
​
​
​
​
​
​
​
​Total net realized and unrealized gain (loss) on investments


41,566


32,101


314​
​
​
​
​
​
​
​
​
​
​Net increase (decrease) in net assets resulting from operations

$
108,370

$
42,263

$
967​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​Per share informationbasic and diluted(4)Net increase (decrease) in net assets resulting from operations (Earnings per Share)

$
0.94

$
1.38

$
0.23​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​Weighted average shares outstanding


115,827,352


30,715,305


4,153,477​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​


(1)See
Note 2 and Note 4 for a discussion of the methodology employed by the Company in calculating the capital gains incentive fees and
subordinated income incentive fees.(2)See
Note 4 for a discussion of expense reimbursements paid to the Company by its investment adviser and affiliates and recoupment of such amounts
paid by the Company to its investment adviser and affiliates.(3)See
Note 8 for a discussion of the Company's total return swap agreement, which was terminated on May 24, 2013.(4)As
discussed in Note 5, the Company paid a 1% share distribution in February 2012. The weighted average shares used in the per share computation of
the net increase (decrease) in net assets resulting from operations is based on the weighted average shares outstanding during the relevant period and, for the years ended December 31, 2012 and
2011, reflects the share distribution on a retroactive basis.




See notes to consolidated financial statements.

97

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Table of Contents



FS Energy and Power Fund

Consolidated Statements of Changes in Net Assets
(in thousands)



Year Ended December 31,2013

2012

2011OperationsNet investment income

$
66,804

$
10,162

$
653Net realized gain (loss) on investments, total return swap and foreign currency(1)


17,750


5,637


376Net change in unrealized appreciation (depreciation) on investments


26,994


23,419


(166
)Net change in unrealized appreciation (depreciation) on total return swap(1)


(3,141
)

3,020


121Net change in unrealized gain (loss) on foreign currency


(37
)

25


(17
)​
​
​
​
​
​
​
​
​
​
​Net increase (decrease) in net assets resulting from operations


108,370


42,263


967​
​
​
​
​
​
​
​
​
​
​Shareholder distributions(2)Distributions from net investment income


(76,383
)

(15,559
)

(1,210
)Distributions from net realized gain on investments


(1,432
)

(3,162
)

(68
)Distributions representing tax return of capital





(1,342
)

​
​
​
​
​
​
​
​
​
​
​Net decrease in net assets resulting from shareholder distributions


(77,815
)

(20,063
)

(1,278
)​
​
​
​
​
​
​
​
​
​
​Capital share transactionsIssuance of common shares


1,007,156


508,715


68,403Reinvestment of shareholder distributions


44,910


10,034


318Repurchases of common shares


(3,273
)

(409
)

Offering costs


(6,000
)

(3,790
)

(1,600
)Payments to investment adviser for offering and organization costs(3)





(2,051
)

(1,092
)Capital contributions of investment adviser





505


1,767​
​
​
​
​
​
​
​
​
​
​Net increase in net assets resulting from capital share transactions


1,042,793


513,004


67,796​
​
​
​
​
​
​
​
​
​
​Total increase in net assets


1,073,348


535,204


67,485Net assets at beginning of year


602,889


67,685


200​
​
​
​
​
​
​
​
​
​
​Net assets at end of year

$
1,676,237

$
602,889

$
67,685​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​Accumulated distributions in excess of net investment income(2)

$
(7,946
)
$
(3,354
)
$
(432
)​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​


(1)See
Note 8 for a discussion of the Company's total return swap agreement, which was terminated on May 24, 2013.(2)See
Note 5 for a discussion of the sources of distributions paid by the Company.(3)See
Note 4 for a discussion of reimbursements paid by the Company to its investment adviser and affiliates.




See notes to consolidated financial statements.

98

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Table of Contents



FS Energy and Power Fund

Consolidated Statements of Cash Flows
(in thousands)



Year Ended December 31,2013

2012

2011Cash flows from operating activitiesNet increase (decrease) in net assets resulting from operations

$
108,370

$
42,263

$
967Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:Purchases of investments


(2,295,602
)

(826,011
)

(95,199
)Paid-in-kind interest


(3,190
)




(49
)Proceeds from sales and repayments of investments


735,673


244,192


3,564Net realized (gain) loss on investments


(5,091
)

(2,307
)

(68
)Net change in unrealized (appreciation) depreciation on investments


(26,994
)

(23,419
)

166Net change in unrealized (appreciation) depreciation on total return swap(1)


3,141


(3,020
)

(121
)Accretion of discount


(3,825
)

(1,985
)

(56
)Amortization of deferred financing costs


980


340


51(Increase) decrease in due from counterparty


56,876


(48,998
)

(7,878
)(Increase) decrease in receivable for overfunded investment





434


(434
)(Increase) decrease in receivable for investments sold and repaid


1,068


(9,374
)

(Increase) decrease in expense reimbursement due from sponsor(2)





533


(533
)(Increase) decrease in interest receivable


(16,392
)

(8,419
)

(656
)(Increase) decrease in receivable due on total return swap(1)


329


(69
)

(260
)(Increase) decrease in prepaid expenses and other assets


154


(98
)

(77
)Increase (decrease) in payable for investments purchased


55,953


2,053


23,503Increase (decrease) in management fees payable


7,229


3,176


346Increase (decrease) in expense recoupment payable to sponsor(2)


(1,083
)

1,083


Increase (decrease) in accrued capital gains incentive fees


7,368


6,415


67Increase (decrease) in subordinated income incentive fees payable


6,786





Increase (decrease) in administrative services expense payable


259


107


52Increase (decrease) in interest payable


1,427


469


109Increase (decrease) in trustees' fees payable


251





Increase (decrease) in other accrued expenses and liabilities


1,334


566


78​
​
​
​
​
​
​
​
​
​
​Net cash used in operating activities


(1,364,979
)

(622,069
)

(76,428
)​
​
​
​
​
​
​
​
​
​
​Cash flows from financing activitiesIssuance of common shares


1,007,062


508,773


68,304Reinvestment of shareholder distributions


44,910


10,034


318Repurchases of common shares


(3,273
)

(409
)

Offering costs


(6,000
)

(3,790
)

(1,600
)Capital contributions of investment adviser





505


1,767Payments to investment adviser for offering and organization costs(3)





(2,051
)

(1,092
)Shareholder distributions


(70,464
)

(17,088
)

(904
)Borrowings under credit facilities(4)


438,942


179,214


20,518Repayments of credit facilities(4)





(14,500
)

Deferred financing costs paid


(4,100
)

(443
)

(273
)​
​
​
​
​
​
​
​
​
​
​Net cash provided by financing activities


1,407,077


660,245


87,038​
​
​
​
​
​
​
​
​
​
​Total increase (decrease) in cash


42,098


38,176


10,610Cash at beginning of year


48,986


10,810


200​
​
​
​
​
​
​
​
​
​
​Cash at end of year

$
91,084

$
48,986

$
10,810​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​


(1)See
Note 8 for a discussion of the Company's total return swap agreement, which was terminated on May 24, 2013.(2)See
Note 4 for a discussion of expense reimbursements paid to the Company by its investment adviser and affiliates and recoupment of such amounts
paid by the Company to its investment adviser and affiliates.(3)See
Note 4 for a discussion of reimbursements paid by the Company to its investment adviser and affiliates.(4)See
Note 8 for a discussion of the Company's credit facilities. During the years ended December 31, 2013, 2012 and 2011, the Company paid
$6,890, $1,332 and $121, respectively, in interest expense on the credit facilities.




See notes to consolidated financial statements.

99

---



Table of Contents



FS Energy and Power Fund

Consolidated Schedule of Investments
As of December 31, 2013
(in thousands, except share amounts)

Portfolio Company(a)

Footnotes

Industry

Rate

Floor

Maturity

Principal
Amount(b)

Amortized
Cost

Fair
Value(c)Senior Secured LoansFirst Lien37.9%Alon USA Partners, L.P.

(e)(i)

Downstream

L+800


1.3
%
11/26/18

$
4,125

$
4,289

$
4,256Atlas Energy, L.P.

(e)(f)(i)

Midstream

L+550


1.0
%
7/31/19


8,534


8,529


8,769Azure Midstream Energy LLC

(e)

Midstream

L+550


1.0
%
11/15/18


13,500


13,301


13,601BBH Operating LLC



Upstream

Prime+500


3.3
%
2/26/15


17,000


17,000


17,000BBH Operating LLC



Upstream

Prime+500


3.3
%
2/26/15


13,000


13,000


13,000BL Sand Hills Unit, L.P.

(h)

Upstream

Prime+650


3.5
%
12/17/17


3,431


2,980


2,980BL Sand Hills Unit, L.P.

(h)

Upstream

Prime+650


3.5
%
12/17/17


56,569


49,127


49,127BlackBrush TexStar L.P.

(d)(e)(f)

Midstream

L+650


1.3
%
6/4/19


60,764


60,416


61,334Boomerang Tube, LLC

(d)(e)

Service & Equipment

L+950


1.5
%
10/11/17


19,631


19,443


18,944Brock Holdings III, Inc.

(e)

Service & Equipment

L+450


1.5
%
3/16/17


2,763


2,799


2,777Buffalo Gulf Coast Terminals LLC

(e)

Midstream

L+400


1.3
%
10/31/17


6,554


6,672


6,619Cedar Bay Generating Co., L.P.

(f)

Power

L+500


1.3
%
4/23/20


8,848


8,766


8,920Crestwood Holdings LLC

(e)(f)

Midstream

L+600


1.0
%
6/19/19


28,868


28,952


29,734EP Acquisition LLC



Upstream

Prime+500


3.3
%
3/31/15


750


750


750FR Utility Services LLC

(e)(f)

Service & Equipment

L+575


1.0
%
10/18/19


19,389


19,219


19,389Harvey Gulf International Marine, LLC

(e)

Service & Equipment

L+450


1.0
%
6/18/20


9,975


9,848


10,081Hudson Products Holdings Inc.

(e)(f)

Service & Equipment

L+400


1.3
%
6/7/17


10,329


10,368


10,415Larchmont Resources, LLC

(e)(f)

Upstream

L+725


1.0
%
8/7/19


18,834


18,775


19,187McJunkin Red Man Corp.

(e)(i)

Service & Equipment

L+400


1.0
%
11/9/19


5,796


5,796


5,889Moxie Liberty LLC

(e)(f)

Power

L+650


1.0
%
8/21/20


27,432


27,419


28,187NES Global Talent Finance US LLC

(e)(f)(i)

Service & Equipment

L+550


1.0
%
10/3/19


18,000


17,755


17,978Panda Sherman Power, LLC

(d)(e)

Power

L+750


1.5
%
9/14/18


10,909


11,104


11,236Panda Temple Power, LLC (TLA)



Power

L+700


1.5
%
7/17/18


16,200


15,981


16,635Panda Temple Power, LLC (TLB)

(e)(f)

Power

L+1000


1.5
%
7/17/18


40,000


39,337


41,200Panda Temple Power II, LLC

(e)(f)

Power

L+600


1.3
%
4/3/19


18,809


19,212


19,373ProPetro Services, Inc.

(e)(f)(h)

Service & Equipment

L+625


1.0
%
9/30/19


8,913


8,861


8,968Prowler Acquisition Corp.

(e)

Service & Equipment

L+475


1.0
%
3/19/19


4,813


4,769


4,813San Pedro Development, LLC

(f)

Upstream

Prime+400




6/30/15


19,974


16,662


17,278San Pedro Development, LLC

(f)

Upstream

Prime+400




6/30/15


26


22


22Sandy Creek Energy Associates, L.P.

(e)(f)(h)

Power

L+400


1.0
%
11/8/20


15,584


15,507


15,614Sprint Industrial Holdings LLC

(f)

Service & Equipment

L+575


1.3
%
11/14/19


13,074


13,059


13,237Stallion Oilfield Holdings, Inc.

(d)(e)(f)(h)

Service & Equipment

L+675


1.3
%
6/19/18


63,711


63,521


65,145


See notes to consolidated financial statements.

100

---



Table of Contents

FS Energy and Power Fund

Consolidated Schedule of Investments (Continued)
As of December 31, 2013
(in thousands, except share amounts)

Portfolio Company(a)

Footnotes

Industry

Rate

Floor

Maturity

Principal
Amount(b)

Amortized
Cost

Fair
Value(c)Swift Worldwide Resources US Holdings Corp.



Service & Equipment

L+800


1.3
%
4/30/19

$
60,263

$
60,263

$
60,263Total Safety U.S., Inc.

(e)(f)

Service & Equipment

L+450


1.3
%
3/13/20


12,858


13,050


12,914TPF II LC, LLC

(e)(f)

Power

L+550


1.0
%
8/21/19


17,910


17,938


18,268Wastequip, LLC

(e)

Service & Equipment

L+450


1.0
%
8/9/19


8,771


8,801


8,859Westway Group, LLC

(e)

Service & Equipment

L+400


1.0
%
2/27/20


8,933


9,030


8,994Willbros Group, Inc.

(e)(f)(i)

Service & Equipment

L+975


1.3
%
8/7/19


24,938


24,155


25,312​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Total Senior Secured LoansFirst Lien
















686,476


697,068Unfunded Loan Commitments
















(62,149
)

(62,149
)​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Net Senior Secured LoansFirst Lien
















624,327


634,919​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Senior Secured LoansSecond Lien40.8%American EnergyUtica, LLC

(f)

Upstream

L+475, 4.8% PIK


1.5
%
9/30/18


116,057


116,057


116,057Ameriforge Group Inc.

(d)(f)(h)

Service & Equipment

L+750


1.3
%
12/21/20


27,950


28,403


28,579Brock Holdings III, Inc.

(d)(f)(h)

Service & Equipment

L+825


1.8
%
3/16/18


33,605


33,874


34,235Citrus Energy Appalachia, LLC

(e)(h)

Upstream

L+850


1.3
%
7/26/18


56,829


55,249


56,687Consolidated Precision Products Corp.

(d)(e)(f)

Service & Equipment

L+775


1.0
%
4/30/21


33,500


33,337


34,170Drew Marine Group Inc.

(f)(i)

Service & Equipment

L+700


1.0
%
5/19/21


10,000


9,975


10,075Filtration Group Corp.

(e)

Service & Equipment

L+725


1.0
%
11/21/21


2,632


2,606


2,697Horn Intermediate Holdings, Inc.



Service & Equipment

L+775


1.3
%
10/2/18


67,500


67,500


68,175Oxbow Carbon LLC

(f)

Midstream

L+700


1.0
%
1/19/20


15,000


14,858


15,309P2 Upstream Acquisition Co.

(f)

Service & Equipment

L+800


1.0
%
4/30/21


21,409


21,511


21,837Power Buyer, LLC

(e)(f)

Service & Equipment

L+725


1.0
%
11/6/20


7,500


7,495


7,388Rice Drilling B LLC

(f)

Upstream

L+725


1.3
%
10/25/18


59,960


59,270


61,309Sabine Oil & Gas LLC

(d)(e)

Upstream

L+750


1.3
%
12/31/18


12,660


12,903


12,818Teine Energy Ltd.

(h)(i)

Upstream

L+625


1.3
%
5/17/19


19,007


19,076


19,292Templar Energy LLC

(d)

Upstream

L+700


1.0
%
11/25/20


76,923


75,396


77,356TNT Crane & Rigging, Inc.



Service & Equipment

L+900


1.0
%
11/27/21


1,500


1,381


1,448Total Safety U.S., Inc.

(e)(f)

Service & Equipment

L+800


1.3
%
9/13/20


12,805


13,095


12,966UTEX Industries, Inc.

(e)(f)(h)

Service & Equipment

L+750


1.3
%
4/10/21


31,046


31,313


31,822Vantage Energy, LLC

(h)

Upstream

L+750


1.0
%
12/20/18


27,692


27,415


27,692WildHorse Resources, LLC

(e)

Upstream

L+625


1.3
%
12/13/18


43,593


42,798


43,811​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Total Senior Secured LoansSecond Lien
















673,512


683,723​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​


See notes to consolidated financial statements.

101

---



Table of Contents

FS Energy and Power Fund

Consolidated Schedule of Investments (Continued)
As of December 31, 2013
(in thousands, except share amounts)

Portfolio Company(a)

Footnotes

Industry

Rate

Floor

Maturity

Principal
Amount(b)

Amortized
Cost

Fair
Value(c)Senior Secured Bonds4.9%Erickson Air-Crane Inc.

(d)(i)

Service & Equipment

8.3%




5/1/20

$
10,875

$
10,919

$
11,283Gastar Exploration USA, Inc.

(g)(i)

Upstream

8.6%




5/15/18


22,000


21,439


21,850Globe Luxembourg SCA

(d)(i)

Service & Equipment

9.6%




5/1/18


10,000


9,637


10,469Iracore International Holdings, Inc.

(g)

Service & Equipment

9.5%




6/1/18


9,500


9,702


10,077Murray Energy Corp.

(d)

Upstream

8.6%




6/15/21


4,000


4,000


4,147Permian Tank & Manufacturing, Inc.

(e)

Service & Equipment

10.5%




1/15/18


4,000


4,091


3,981Prince Mineral Holding Corp.



Service & Equipment

11.5%




12/15/19


6,500


6,757


7,215Ryerson Inc.

(d)(e)

Service & Equipment

9.0%




10/15/17


3,300


3,465


3,506Shale-Inland Holdings, LLC

(e)(f)

Service & Equipment

8.8%




11/15/19


9,550


9,543


9,956​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Total Senior Secured Bonds
















79,553


82,484​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Subordinated Debt47.1%Abengoa Finance, S.A.U.

(g)(i)

Service & Equipment

7.8%




2/1/20


2,500


2,500


2,606Alta Mesa Holdings, L.P.

(d)

Upstream

9.6%




10/15/18


42,616


42,580


45,792Atlas Energy Holdings Operating Co., LLC

(g)(i)

Upstream

7.8%




1/15/21


16,800


15,878


16,037Aurora USA Oil & Gas, Inc.

(g)(i)

Upstream

9.9%




2/15/17


15,250


15,702


16,433BOE Intermediate Holding Corp.

(g)

Service & Equipment

9.8% PIK




11/1/17


3,398


3,369


3,559Brand Energy & Infrastructure Services, Inc.

(d)(g)

Service & Equipment

8.5%




12/1/21


25,000


25,000


25,500BreitBurn Energy Partners L.P.

(g)(i)

Upstream

7.9%




4/15/22


3,500


3,508


3,654Chaparral Energy Inc.

(d)

Upstream

8.3%




9/1/21


2,000


2,059


2,178Chaparral Energy Inc.

(d)(e)

Upstream

7.6%




11/15/22


15,225


16,352


16,331CHC Helicopter S.A.

(d)(g)(i)

Service & Equipment

9.4%




6/1/21


12,500


12,727


12,754Clayton Williams Energy, Inc.

(g)(i)

Upstream

7.8%




4/1/19


9,300


9,286


9,617Comstock Resources, Inc.

(d)(i)

Upstream

9.5%




6/15/20


5,000


4,797


5,610Crestwood Midstream Partners L.P.

(g)(i)

Midstream

6.1%




3/1/22


5,500


5,500


5,640Crew Energy Inc.

(g)(i)

Upstream

8.4%




10/21/20

C$
10,000


9,615


9,566CrownRock, L.P.

(d)

Upstream

7.1%




4/15/21

$
50,000


50,000


49,712Diamondback Energy, Inc.

(g)(i)

Upstream

7.6%




10/1/21


5,500


5,500


5,801Energy XXI Gulf Coast, Inc.

(g)

Upstream

7.5%




12/15/21


4,000


3,981


4,188EP Energy LLC

(d)

Upstream

7.8%




9/1/22


6,600


6,622


7,417


See notes to consolidated financial statements.

102

---



Table of Contents

FS Energy and Power Fund

Consolidated Schedule of Investments (Continued)
As of December 31, 2013
(in thousands, except share amounts)

Portfolio Company(a)

Footnotes

Industry

Rate

Floor

Maturity

Principal
Amount(b)

Amortized
Cost

Fair
Value(c)EPE Holdings LLC

(d)

Upstream

8.9% PIK




12/15/17

$
6,535

$
6,510

$
6,805Era Group Inc.

(d)(i)

Service & Equipment

7.8%




12/15/22


7,750


7,628


8,060Everest Acquisition LLC

(d)

Upstream

9.4%




5/1/20


19,250


19,863


22,402Global Partners L.P.

(i)

Midstream

8.0%




2/14/18


70,000


68,197


70,613Global Partners L.P.

(i)

Midstream

7.8%




12/23/18


40,000


40,000


40,000Hercules Offshore, Inc.

(d)(i)

Service & Equipment

8.8%




7/15/21


3,900


3,900


4,293Hercules Offshore, Inc.

(d)(i)

Service & Equipment

7.5%




10/1/21


5,000


5,000


5,299The Kenan Advantage Group, Inc.

(d)(g)

Service & Equipment

8.4%




12/15/18


18,000


18,542


19,035Legacy Reserves L.P.

(d)(i)

Upstream

6.6%




12/1/21


9,600


9,454


9,287Legacy Reserves L.P.

(d)(i)

Upstream

8.0%




12/1/20


16,750


16,424


17,306Martin Midstream Partners L.P.

(d)(i)

Midstream

7.3%




2/15/21


3,000


3,000


3,075Memorial Production Partners L.P.

(g)(i)

Upstream

7.6%




5/1/21


7,000


6,794


7,211Memorial Resource Development LLC

(g)

Upstream

10.8% PIK




12/15/18


13,300


13,034


13,300PetroBakken Energy Ltd.

(g)(i)

Upstream

8.6%




2/1/20


31,295


31,424


31,737Pinnacle Operating Corp.

(g)

Service & Equipment

9.0%




11/15/20


2,500


2,500


2,656QR Energy, L.P.

(d)(g)(i)

Upstream

9.3%




8/1/20


25,030


25,602


26,066Rex Energy Corp.

(g)(i)

Upstream

8.9%




12/1/20


14,000


14,011


15,330RKI Exploration & Production, LLC

(d)

Upstream

8.5%




8/1/21


34,100


34,124


36,096Samson Investment Co.

(d)(h)

Upstream

9.8%




2/15/20


23,000


23,029


25,137Sanchez Energy Corp.

(g)(i)

Upstream

7.8%




6/15/21


14,500


14,238


14,892SemGroup Corp.

(d)(i)

Midstream

7.5%




6/15/21


9,400


9,400


9,955Sidewinder Drilling Inc.



Service & Equipment

9.8%




11/15/19


21,500


21,596


19,028Summit Midstream Holdings, LLC

(d)(i)

Midstream

7.5%




7/1/21


1,000


1,000


1,050Talos Production LLC

(d)(g)

Upstream

9.8%




2/15/18


40,250


40,091


41,256Tenrgys, LLC



Upstream

L+900


2.5
%
12/23/18


75,000


75,000


75,000Tervita Corp.

(g)(i)

Service & Equipment

10.9%




2/15/18


10,000


9,689


10,175Zachry Holdings, Inc.

(d)

Service & Equipment

7.5%




2/1/20


11,800


12,057


12,375​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Total Subordinated Debt
















767,083


789,834​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​


See notes to consolidated financial statements.

103

---



Table of Contents

FS Energy and Power Fund

Consolidated Schedule of Investments (Continued)
As of December 31, 2013
(in thousands, except share amounts)

Portfolio Company(a)

Footnotes

Industry







Number of
Shares

Amortized
Cost

Fair
Value(c)Equity/Other6.5%(j)American Energy Ohio Holdings, LLC, Common Equity

(k)(l)

Upstream









7,788,845

$
7,789

$
7,789BBH Operating LLC, Common Equity

(l)(m)

Upstream









1,000


1,000


924BL Sand Hills Unit, L.P., Net Profits Interest

(h)(l)(n)

Upstream









N/A


395


395BL Sand Hills Unit, L.P., Overriding Royalty Interest

(h)(l)(n)

Upstream









N/A


56


56Fortune Creek Co-Invest I L.P., LP Interest

(i)(o)

Midstream









N/A


22,597


22,715Plains Offshore Operations Inc., Preferred Equity

(d)

Upstream









20,000


22,161


25,052Plains Offshore Operations Inc., Warrants

(d)(l)

Upstream









405,378


689


1,054San Pedro Development, LLC, Net Profits Interest

(l)(p)

Upstream









N/A


3,312


3,641Swift Worldwide Resources Holdco Limited, Common Equity

(i)(l)(q)

Service & Equipment









3,750,000


6,029


6,215Synergy Offshore LLC, Preferred Equity

(r)

Upstream









40,000


41,451


41,400​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Total Equity/Other
















105,479


109,241​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​TOTAL INVESTMENTS137.2%















$
2,249,954


2,300,201​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​LIABILITIES IN EXCESS OF OTHER ASSETS(37.2%)



















(623,964
)​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​NET ASSETS100.0%


















$
1,676,237​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​


(a)Security
may be an obligation of one or more entities affiliated with the named company.(b)Denominated
in U.S. dollars, unless otherwise noted.(c)Fair
value determined by the Company's board of trustees (see Note 7).(d)Security
or portion thereof held within FSEP Term Funding, LLC and is pledged as collateral supporting the amounts outstanding under the revolving
credit facility with Deutsche Bank AG, New York Branch (see Note 8).(e)Security
or portion thereof held within EP Funding LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit
facility with Citibank, N.A. (see Note 8).(f)Security
or portion thereof held within Energy Funding LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit
facility with Natixis, New York Branch (see Note 8).(g)Security
or portion thereof held within Berwyn Funding LLC and is pledged as collateral supporting the amounts outstanding under the prime brokerage
facility with BNP Paribas Prime Brokerage, Inc. (see Note 8).(h)Position
or portion thereof unsettled as of December 31, 2013.(i)The
investment is not a qualifying asset under the Investment Company Act of 1940, as amended. A business development company may not acquire any asset
other than qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company's total assets. As of December 31, 2013, 78.3% of the
Company's total assets represented qualifying assets.(j)Listed
investments may be treated as debt for GAAP or tax purposes.(k)Security
held within EP American Energy Investments, Inc., a wholly-owned subsidiary of the Company.(l)Security
is non-income producing.(m)Security
held within FSEP-BBH, Inc., a wholly-owned subsidiary of the Company.(n)Security
held within EP Burnett Investments, Inc., a wholly-owned subsidiary of the Company.(o)Investment
denominated in Canadian dollars. Amortized cost and fair value are converted into U.S. dollars as of December 31, 2013.(p)Security
held within EP San Pedro Investments, LLC, a wholly-owned subsidiary of the Company.(q)Investment
denominated in British pounds. Amortized cost and fair value are converted into U.S. dollars as of December 31, 2013.(r)Security
held within EP Synergy Investments, Inc., a wholly-owned subsidiary of the Company.


See notes to consolidated financial statements.

104

---



Table of Contents

FS Energy and Power Fund

Consolidated Schedule of Investments (Continued)
As of December 31, 2012
(in thousands, except share amounts)

Portfolio Company(a)

Footnotes

Industry

Rate

Floor

Maturity

Principal
Amount(b)

Amortized
Cost

Fair
Value(c)Senior Secured LoansFirst Lien33.3%Boomerang Tube, LLC

(d)

Service & Equipment

L+950


1.5
%
10/11/17

$
14,813

$
14,384

$
14,627Crestwood Holdings LLC

(d)

Midstream

L+825


1.5
%
3/26/18


21,573


21,710


22,040Dynegy Midwest Generation LLC (CoalCo)

(d)

Power

L+775


1.5
%
8/5/16


4,947


5,029


5,160Dynegy Power, LLC (GasCo)

(d)

Power

L+775


1.5
%
8/5/16


5,052


5,129


5,298EquiPower Resources Holdings, LLC

(d)

Power

L+425


1.3
%
12/21/18


1,995


2,002


2,027FREIF North American Power I LLC (TLB)



Power

L+450


1.5
%
3/29/19


2,786


2,738


2,821FREIF North American Power I LLC (TLC)



Power

L+450


1.5
%
3/29/19


440


432


446Hudson Products Holdings Inc.



Service & Equipment

Prime+475




6/7/17


1,671


1,671


1,677LSP Madison Funding, LLC

(d)

Power

L+425


1.3
%
6/28/19


1,864


1,820


1,898NANA Development Corp.



Service & Equipment

L+550


1.5
%
7/22/16


1,646


1,620


1,636Panda Sherman Power, LLC

(d)

Power

L+750


1.5
%
9/14/18


909


896


925Panda Temple Power, LLC (TLA)



Power

L+700


1.5
%
7/17/18


15,000


14,716


15,225Panda Temple Power, LLC (TLB)



Power

L+1000


1.5
%
7/17/18


40,000


39,240


40,700Rice Drilling B LLC



Upstream

Prime+400


4.0
%
6/30/14


45,000


44,179


45,000Star West Generation LLC

(d)

Power

L+450


1.5
%
5/17/18


8,338


8,316


8,375Tallgrass Operations, LLC

(d)

Midstream

L+400


1.3
%
11/13/18


2,342


2,319


2,369Texas Competitive Electric Holdings Co. LLC

(d)(e)

Power

L+450




10/10/17


40,009


26,229


26,756Total Safety U.S., Inc.

(d)

Service & Equipment

L+625


1.3
%
10/31/17


8,211


8,132


8,321Willbros United States Holdings, Inc.

(d)(f)

Service & Equipment

L+750


2.0
%
6/30/14


5,438


5,360


5,451​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Total Senior Secured LoansFirst Lien
















205,922


210,752Unfunded Loan Commitments
















(10,000
)

(10,000
)​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Net Senior Secured LoansFirst Lien
















195,922


200,752​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Senior Secured LoansSecond Lien12.2%Brand Energy & Infrastructure Services, Inc.

(d)(e)

Service & Equipment

L+975


1.3
%
10/23/19


23,000


22,039


22,732Brock Holdings III, Inc.

(d)

Service & Equipment

L+825


1.8
%
3/16/18


17,693


17,663


17,826EquiPower Resources Holdings, LLC

(d)

Power

L+850


1.5
%
6/21/19


8,000


7,850


8,233Southern Pacific Resource Corp.

(d)(f)

Upstream

Prime+750




1/7/16


4,470


4,523


4,530Venoco, Inc.



Upstream

L+700


1.5
%
6/30/17


9,821


9,632


10,030WP CPP Holdings, LLC

(d)(e)

Service & Equipment

L+925


1.3
%
6/28/20


10,000


9,900


10,100​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Total Senior Secured LoansSecond Lien
















71,607


73,451​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Senior Secured Bonds5.8%CEMEX Finance LLC

(d)(f)

Service & Equipment

9.4%




10/12/22


4,900


5,089


5,539CVR Refining, LLC

(d)(f)

Downstream

6.5%




11/1/22


3,000


3,000


2,978Edgen Murray Corp.

(d)(f)

Service & Equipment

8.8%




11/1/20


2,200


2,185


2,222Energy Future Intermediate Holding Co. LLC

(d)

Power

6.9%




8/15/17


1,100


1,100


1,173Energy Future Intermediate Holding Co. LLC

(d)

Power

11.8%




3/1/22


10,000


10,525


11,175Prince Mineral Holding Corp.

(d)

Service & Equipment

11.5%




12/15/19


3,250


3,212


3,392Ryerson Inc.



Service & Equipment

9.0%




10/15/17


1,300


1,300


1,321Shale-Inland Holdings, LLC

(d)

Service & Equipment

8.8%




11/15/19


7,000


6,955


7,358​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Total Senior Secured Bonds
















33,366


35,158​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​


See notes to consolidated financial statements.

105

---



Table of Contents

FS Energy and Power Fund

Consolidated Schedule of Investments (Continued)
As of December 31, 2012
(in thousands, except share amounts)

Portfolio Company(a)

Footnotes

Industry

Rate

Floor

Maturity

Principal
Amount(b)

Amortized
Cost

Fair
Value(c)Subordinated Debt57.4%Alta Mesa Holdings, L.P.

(d)

Upstream

9.6%




10/15/18

$
42,616

$
42,577

$
44,052Antero Resources Finance Corp.

(d)

Upstream

9.4%




12/1/17


4,753


5,123


5,245Atlas Pipeline Partners, L.P.

(d)(f)

Midstream

6.6%




10/1/20


1,300


1,300


1,353Aurora USA Oil & Gas, Inc.

(d)(f)

Upstream

9.9%




2/15/17


21,250


21,853


22,922BreitBurn Energy Partners L.P.

(d)(f)

Upstream

7.9%




4/15/22


4,000


4,137


4,170Chaparral Energy Inc.

(d)

Upstream

8.3%




9/1/21


4,000


4,087


4,340Chaparral Energy Inc.

(d)

Upstream

7.6%




11/15/22


9,000


9,299


9,450Comstock Resources, Inc.

(d)(f)

Upstream

9.5%




6/15/20


12,000


11,463


12,744Crestwood Midstream Partners L.P.

(d)(f)

Midstream

7.8%




4/1/19


10,000


10,098


10,413CrownRock, L.P.



Upstream

10.0%




8/15/16


10,000


10,689


10,738EP Energy LLC

(d)

Upstream

7.8%




9/1/22


6,600


6,624


7,054EPE Holdings LLC

(d)

Upstream

8.1%




12/15/17


6,000


5,970


5,948EPL Oil & Gas, Inc.

(d)(f)

Upstream

8.3%




2/15/18


3,200


3,169


3,300Era Group Inc.

(d)(f)

Service & Equipment

7.8%




12/15/22


9,750


9,586


9,628Everest Acquisition LLC

(d)

Upstream

9.4%




5/1/20


14,250


14,250


16,067Foresight Energy LLC

(d)

Upstream

9.6%




8/15/17


4,000


4,117


4,260Forest Oil Corp.

(d)(f)

Upstream

7.5%




9/15/20


5,250


5,250


5,502GulfMark Offshore, Inc.

(d)(f)

Service & Equipment

6.4%




3/15/22


5,925


5,954


6,118Halcón Resources Corp.

(d)(f)

Upstream

8.9%




5/15/21


11,750


11,791


12,535Heckmann Corp.

(d)(f)

Service & Equipment

9.9%




4/15/18


5,500


5,512


5,697Hercules Offshore, Inc.

(d)(f)

Service & Equipment

10.5%




10/15/17


5,000


5,053


5,438Hiland Partners, L.P.

(d)

Midstream

7.3%




10/1/20


1,750


1,750


1,881Legacy Reserves, L.P.

(d)(f)

Upstream

8.0%




12/1/20


16,750


16,390


17,169Lone Pine Resources Canada Ltd.

(d)(f)

Upstream

10.4%




2/15/17


2,000


1,975


1,871NRG Energy, Inc.

(d)(f)

Power

6.6%




3/15/23


6,750


6,750


7,215NRG Energy, Inc.

(d)(f)

Power

8.3%




9/1/20


4,750


4,676


5,338QR Energy, L.P.

(d)(f)

Upstream

9.3%




8/1/20


15,000


15,114


15,881Quicksilver Resources Inc.

(d)(f)

Upstream

7.1%




4/1/16


2,250


2,155


1,806Resolute Energy Corp.

(d)(f)

Upstream

8.5%




5/1/20


10,800


10,986


10,976Rex Energy Corp.

(d)(f)

Upstream

8.9%




12/1/20


15,000


14,896


15,113Samson Investment Co.

(d)

Upstream

9.8%




2/15/20


25,000


25,033


26,500Sidewinder Drilling Inc.

(d)

Service & Equipment

9.8%




11/15/19


19,500


19,587


19,573Silver II US Holdings, LLC

(d)(f)

Service & Equipment

7.8%




12/15/20


3,000


3,000


3,116The Kenan Advantage Group, Inc.

(d)

Service & Equipment

8.4%




12/15/18


7,250


7,250


7,496Vanguard Natural Resources, LLC

(d)(f)

Upstream

7.9%




4/1/20


4,750


4,750


4,940​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Total Subordinated Debt
















332,214


345,849​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​


See notes to consolidated financial statements.

106

---



Table of Contents

FS Energy and Power Fund

Consolidated Schedule of Investments (Continued)
As of December 31, 2012
(in thousands, except share amounts)

Portfolio Company(a)

Footnotes

Industry







Number of
Shares

Amortized
Cost

Fair
Value(c)Equity/Other7.6%(g)Fortune Creek Co-Invest I L.P., LP Interest

(f)(h)

Midstream









N/A

$
23,345

$
22,619Plains Offshore Operations Inc., Preferred Equity

(d)

Upstream









209,227


20,776


22,370Plains Offshore Operations Inc., Warrants

(d)(i)

Upstream









405,378


689


973​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Total Equity/Other
















44,810


45,962​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​TOTAL INVESTMENTS116.3%















$
677,919


701,172​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​LIABILITIES IN EXCESS OF OTHER ASSETS(16.3%)



















(98,283
)​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​NET ASSETS100.0%


















$
602,889​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​




Total Return Swap











Notional Amount



Unrealized AppreciationCitibank TRS Facility (Note 8)

(f)










$
131,632




$
3,141​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​


(a)Security
may be an obligation of one or more entities affiliated with the named company.(b)Denominated
in U.S. dollars, unless otherwise noted.(c)Fair
value determined by the Company's board of trustees (see Note 7).(d)Security
or portion thereof held within FSEP Term Funding, LLC and is pledged as collateral supporting the amounts outstanding under the revolving
credit facility with Deutsche Bank AG, New York Branch (see Note 8).(e)Position
or portion thereof unsettled as of December 31, 2012.(f)The
investment is not a qualifying asset under the Investment Company Act of 1940, as amended. A business development company may not acquire any asset
other than qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company's total assets. As of December 31, 2012, 72.3% of the
Company's total assets represented qualifying assets. In addition, the Company also calculated its compliance with the qualifying asset test on a "look through" basis by disregarding the value of the
Company's total return swap and treating each loan underlying the total return swap as either a qualifying asset or non-qualifying asset based on whether the obligor was an eligible portfolio company.
On this basis, 72.5% of the Company's total assets represented qualifying assets as of December 31, 2012.(g)Listed
investments may be treated as debt for GAAP or tax purposes.(h)Investment
denominated in Canadian dollars. Amortized cost and fair value are converted into U.S. dollars as of December 31, 2012.(i)Security
is non-income producing.


See notes to consolidated financial statements.

107

---



Table of Contents



FS Energy and Power Fund

Notes to Consolidated Financial Statements
(in thousands, except share and per share amounts)



Note 1. Principal Business and Organization

FS Energy and Power Fund, or the Company, was formed as a Delaware statutory trust under the Delaware Statutory Trust Act on September 16, 2010 and formally commenced operations
on July 18, 2011 upon raising gross proceeds in excess of $2,500, or the minimum offering requirement, from sales of its common shares of beneficial interest, or common shares, in its
continuous public offering to persons who were not affiliated with the Company or the Company's investment adviser, FS Investment Advisor, LLC, or FS Advisor, a private investment firm that is
registered as an investment adviser under the Investment Advisers Act of 1940, as amended, or the Advisers Act, and an affiliate of the Company. Prior to satisfying the minimum offering requirement,
the Company had no operations except for matters relating to its organization and registration as a non-diversified, closed-end management investment company.

The
Company has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940, as amended, or the 1940 Act. The Company is an externally
managed, non-diversified, closed-end management investment company that has elected to be treated for federal income tax purposes, and intends to qualify annually, as a regulated investment company,
or RIC, as defined under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code. As of December 31, 2013, the Company had four wholly-owned financing subsidiaries,
five wholly-owned subsidiaries through which it holds interests in certain non-controlled and non-affiliated portfolio companies and another wholly-owned subsidiary through which it may hold certain
investments in portfolio companies from time to time. The consolidated financial statements include both the Company's accounts and the accounts of its wholly-owned subsidiaries as of
December 31, 2013. All significant intercompany transactions have been eliminated in consolidation. Certain of the Company's consolidated subsidiaries are subject to U.S. federal and state
income taxes.

The
Company's investment objective is to generate current income and long-term capital appreciation by investing primarily in privately-held U.S. companies in the energy and power
industry. The Company's investment policy is to invest, under normal circumstances, at least 80% of its total assets in securities of energy and power related, or Energy, companies. The Company
considers Energy companies to be those companies that engage in the exploration, development, production, gathering, transportation, processing, storage, refining, distribution, mining, generation or
marketing of natural gas, natural gas liquids, crude oil, refined products, coal or power, including those companies that provide equipment or services to companies engaged in any of the foregoing.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation:The accompanying audited consolidated financial statements of the Company have been prepared in accordance with
U.S. generally
accepted accounting principles, or GAAP. The Company has evaluated the impact of subsequent events through the date the consolidated financial statements were issued and filed with the Securities and
Exchange Commission, or the SEC.

Use of Estimates:The preparation of the audited consolidated financial statements in conformity with GAAP requires management to make
estimates and
assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those estimates. Many of the amounts have been rounded, and all amounts are in thousands, except share and per share amounts.

Cash and Cash Equivalents:The Company considers all highly liquid investments with original maturities of three months or less to be
cash
equivalents. All cash balances are maintained with high credit quality financial institutions, which are members of the Federal Deposit Insurance Corporation.

108

---



Table of Contents

FS Energy and Power Fund

Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)



Note 2. Summary of Significant Accounting Policies (Continued)

Valuation of Portfolio Investments:The Company determines the net asset value of its investment portfolio each quarter. Securities that
are
publicly-traded are valued at the reported closing price on
the valuation date. Securities that are not publicly-traded are valued at fair value as determined in good faith by the Company's board of trustees. In connection with that determination, FS Advisor
provides the Company's board of trustees with portfolio company valuations which are based on relevant inputs, including, but not limited to, indicative dealer quotes, values of like securities,
recent portfolio company financial statements and forecasts, and valuations prepared by third-party valuation services.

Accounting
Standards Codification Topic 820,Fair Value Measurements and Disclosure, or ASC Topic 820, issued by the Financial
Accounting Standards Board clarifies the definition of fair value and requires companies to expand their disclosure about the use of fair value to measure assets and liabilities in interim and annual
periods subsequent to initial recognition. ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. ASC Topic 820 also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.
These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, which includes inputs such as quoted prices for similar securities in active
markets and quoted prices for identical securities where there is little or no activity in the market; and Level 3, defined as unobservable inputs for which little or no market data exists,
therefore requiring an entity to develop its own assumptions.

With
respect to investments for which market quotations are not readily available, the Company undertakes a multi-step valuation process each quarter, as described
below:



Determination
of fair value involves subjective judgments and estimates. Accordingly, these notes to the Company's consolidated financial statements refer to the uncertainty with respect
to the possible effect of such valuations and any change in such valuations on the Company's consolidated financial statements. Below is a description of factors that the Company's board of trustees
may consider when valuing the Company's debt and equity investments.

Valuation
of fixed income investments, such as loans and debt securities, depends upon a number of factors, including prevailing interest rates for like securities, expected volatility
in future interest rates, call features, put features and other relevant terms of the debt. For investments without readily available market prices, the Company may incorporate these factors into
discounted cash flow models to arrive at fair value. Other factors that the Company's board of trustees may consider include the

109

---



Table of Contents

FS Energy and Power Fund

Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)



Note 2. Summary of Significant Accounting Policies (Continued)

borrower's
ability to adequately service its debt, the fair market value of the portfolio company in relation to the face amount of its outstanding debt and the quality of collateral securing its debt
investments.

For
convertible debt securities, fair value will generally approximate the fair value of the debt plus the fair value of an option to purchase the underlying security (the security into
which the debt may convert) at the conversion price. To value such an option, a standard option pricing model may be used.

The
Company's equity interests in portfolio companies for which there is no liquid public market are valued at fair value. The Company's board of trustees, in its analysis of fair value,
may consider various factors, such as multiples of earnings before interest, taxes, depreciation and amortization, or EBITDA, cash flows, net income, revenues or, in limited instances, book value or
liquidation value. All of these factors may be subject to adjustments based upon the particular circumstances of a portfolio company or the Company's actual investment position. For example,
adjustments to EBITDA may take into account compensation to previous owners or acquisition, recapitalization, restructuring or other related items.

The
Company's board of trustees may also look to private merger and acquisition statistics, public trading multiples discounted for illiquidity and other factors, valuations implied by
third-party investments in the portfolio companies or industry practices in determining fair value. The Company's board of trustees may also consider the size and scope of a portfolio company and its
specific strengths and weaknesses, as well as any other factors it deems relevant in assessing the value. Generally, the value of the Company's equity interests in public companies for which market
quotations are readily available is based upon the most recent closing public market price. Portfolio securities that carry certain restrictions on sale are typically valued at a discount from the
public market value of the security.

When
the Company receives warrants or other equity securities at nominal or no additional cost in connection with an investment in a debt security, the Company's board of trustees will
allocate the cost basis in the investment between the debt securities and any such warrants or other equity securities received at the time of origination. The Company's board of trustees will
subsequently value these warrants or other equity securities received at fair value.

The
fair values of the Company's investments are determined in good faith by its board of trustees. The Company's board of trustees is solely responsible for the valuation of the
Company's portfolio investments at fair value as determined in good faith pursuant to the Company's valuation policy and consistently applied valuation process.

Revenue Recognition:Security transactions are accounted for on the trade date. The Company records interest income on an accrual basis
to the extent
that it expects to collect such amounts. The Company records dividend income on the ex-dividend date. The Company does not accrue as a receivable interest or dividends on loans and securities if it
has reason to doubt its ability to collect such income. Loan origination fees, original issue discount and market discount are capitalized and the Company amortizes such amounts as interest income
over the respective term of the loan or security. Upon the prepayment of a loan or security, any unamortized loan origination fees and original issue discount are recorded as interest income. Upfront
structuring fees are recorded as fee income when earned. The Company records prepayment premiums on loans and securities as fee income when it receives such amounts.

Net Realized Gains or Losses, Net Change in Unrealized Appreciation or Depreciation and Net Change in Unrealized Gains or Losses on Foreign
Currency:Gains or losses on the sale of investments are calculated by using the specific identification method. The Company measures realized gains or losses

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FS Energy and Power Fund

Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)



Note 2. Summary of Significant Accounting Policies (Continued)

by
the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized,
but considering unamortized upfront fees. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal
of previously recorded unrealized gains or losses when gains or losses are realized. Net change in unrealized gains or losses on foreign currency reflects the change in the value of receivables or
accruals during the reporting period due to the impact of foreign currency fluctuations.

Capital Gains Incentive Fee:The Company has entered into an investment advisory and administrative services agreement with FS Advisor,
dated as of
April 28, 2011, which was amended on August 10, 2012, and which, as amended, is referred to herein as the investment advisory and administrative services agreement. Pursuant to the terms
of the investment advisory and administrative services agreement, the
incentive fee on capital gains is determined and payable in arrears as of the end of each calendar year (or upon termination of the investment advisory and administrative services agreement). Such fee
will equal 20.0% of the Company's incentive fee capital gains (i.e., the Company's realized capital gains on a cumulative basis from inception, calculated as of the end of the applicable
period, net of all realized capital losses and unrealized capital depreciation on a cumulative basis), less the aggregate amount of any previously paid capital gains incentive fees. On a quarterly
basis, the Company accrues for the capital gains incentive fee by calculating such fee as if it were due and payable as of the end of such period.

While
the investment advisory and administrative services agreement neither includes nor contemplates the inclusion of unrealized gains in the calculation of the capital gains incentive
fee, pursuant to an interpretation of an American Institute of Certified Public Accountants Technical Practice Aid for investment companies, the Company includes unrealized gains in the calculation of
the capital gains incentive fee expense and related accrued capital gains incentive fee. This accrual reflects the incentive fees that would be payable to FS Advisor if the Company's entire portfolio
was liquidated at its fair value as of the balance sheet date even though FS Advisor is not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually
realized.

In
addition, the Company historically treated all net settlement payments received by the Company pursuant to its total return swap, or TRS (which is described more fully in
Note 8), as realized capital gains and included only the aggregate amount of unrealized depreciation on the TRS as a whole in calculating the capital gains incentive fee payable to FS Advisor
with respect to realized gains, in each case, in accordance with GAAP. However, the staff of the Division of Investment Management of the SEC informed the Company that it is their interpretation of
the applicable language in the Advisers Act that the Company should "look through" the TRS in calculating its capital gains incentive fee. Under this "look through" methodology, the portion of the net
settlement payments received by the Company pursuant to the TRS which would have represented net investment income to the Company had the Company held the loans or securities underlying the TRS
directly would be treated as net investment income subject to the subordinated incentive fee on income payable to FS Advisor pursuant to the investment advisory and administrative services
agreement, rather than as realized capital gains in accordance with GAAP, and any unrealized depreciation on individual loans or securities underlying the TRS would further reduce the capital gains
incentive fee payable to FS Advisor with respect to realized gains. FS Advisor voluntarily agreed to waive any capital gains incentive fee calculated in accordance with GAAP to which it would
otherwise be entitled in respect of the TRS if and to the extent that the amount of such fee exceeds the sum of (i) the amount of capital gains incentive fee determined in respect of the TRS on
a "look through" basis under which the Company treats the reference assets underlying the TRS as investments of the Company and (ii) the aggregate amount of subordinated incentive fees on
income which would have been payable to FS Advisor with respect to the portion of the net settlement payments received by the Company pursuant to the TRS which

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FS Energy and Power Fund

Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)



Note 2. Summary of Significant Accounting Policies (Continued)

represent
net investment income on the loans or securities underlying the TRS on a "look through" basis. As of June 30, 2013, the aggregate capital gains incentive fees paid to FS Advisor in
prior periods and accrued as of such date with respect to realized gains in accordance with GAAP were less than the fees which would have been payable in accordance with the "look through"
methodology. On May 24, 2013, the Company terminated the TRS.

Subordinated Income Incentive Fee:Pursuant to the investment advisory and administrative services agreement, FS Advisor may also be
entitled to
receive a subordinated incentive fee on income. The subordinated incentive fee on income, which is calculated and payable quarterly in arrears, equals 20.0% of "pre-incentive fee net investment
income" for the immediately preceding quarter and is subject to a hurdle rate, expressed as a rate of return on adjusted capital, as defined in the investment advisory and administrative services
agreement, equal to 1.625% per quarter, or an annualized hurdle rate of 6.5%. As a result, FS Advisor will not earn this incentive fee for any quarter until the Company's pre-incentive fee net
investment income for such quarter exceeds the hurdle rate of 1.625%. Once the Company's pre-incentive fee net investment income in any quarter exceeds the hurdle rate, FS Advisor will be entitled to
a "catch-up" fee equal to the amount of the pre-incentive fee net investment income in excess of the hurdle rate, until the Company's pre-incentive fee net investment income for such quarter equals
2.031%, or 8.125% annually, of adjusted capital. Thereafter, FS Advisor will receive 20.0% of pre-incentive fee net investment income.

Organization Costs:Organization costs include, among other things, the cost of organizing as a Delaware statutory trust, including the
cost of legal
services and other fees pertaining to the Company's organization. These costs are expensed as incurred. For the year ended December 31, 2011, the Company incurred organization costs of $167,
which were paid on behalf of the Company by Franklin Square Holdings, L.P., or Franklin Square Holdings, an affiliate of FS Advisor, and have been recorded as a contribution to capital (see
Note 4). There were no organization costs incurred during the years ended December 31, 2013 and 2012.

Offering Costs:The Company's offering costs include, among other things, legal fees and other costs pertaining to the preparation of
the Company's
Registration Statements on Form N-2 relating to the continuous public offering of its common shares. The Company has charged offering costs against capital in excess of par value on the
consolidated balance sheets. For the years ended December 31, 2013, 2012 and 2011, the Company incurred offering costs of $6,000, $3,790 and $1,600, respectively, of which $0, $505 and $1,600,
respectively, were paid on behalf of the Company by Franklin Square Holdings and have been recorded as a contribution to capital (see Note 4).

Income Taxes:The Company has elected to be treated for federal income tax purposes, and intends to qualify annually, as a RIC under
Subchapter M of the Code. To qualify for and maintain qualification as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements and
distribute to its shareholders, for each taxable year, at least 90% of its "investment company taxable income," which is generally the Company's net ordinary income plus the excess, if any, of
realized net short-term capital gains over realized net long-term capital losses. As a RIC, the Company will not have to pay corporate-level federal income taxes on any income that it distributes to
its shareholders. The Company intends to make distributions in an amount sufficient to qualify for and maintain its RIC status each year and to not pay any federal income taxes on income so
distributed. The Company is also subject to nondeductible federal excise taxes if it does not distribute at least 98% of net ordinary income, 98.2% of any capital gain net income, if any, and any
recognized and undistributed income from prior years on which it paid no federal income taxes. Certain of the Company's consolidated subsidiaries are subject to U.S. federal and state income taxes.
The Company accrued $800 in estimated income and excise taxes payable in respect of income received during the year ended December 31, 2013.

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FS Energy and Power Fund

Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)



Note 2. Summary of Significant Accounting Policies (Continued)

Uncertainty in Income Taxes:The Company evaluates its tax positions to determine if the tax positions taken meet the minimum
recognition threshold
in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax benefits or liabilities in the consolidated
financial statements. Recognition of a tax benefit or liability with respect to an uncertain tax position is required only when the position is "more likely than not" to be sustained assuming
examination by taxing authorities. The Company recognizes interest and penalties, if any, related to unrecognized tax liabilities as income tax expense in the consolidated statements of operations.
During the years ended December 31, 2013, 2012 and 2011, the Company did not incur any interest or penalties.

The
Company has analyzed the tax positions taken on federal and state income tax returns for all open tax years, and has concluded that no provision for income tax is required in the
Company's financial statements. The Company's federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to
examination by the Internal Revenue Service and state departments of revenue.

Distributions:Distributions to the Company's shareholders are recorded as of the record date. Subject to the discretion of the
Company's board of
trustees and applicable legal restrictions, the Company intends to authorize and declare ordinary cash distributions on either a weekly or monthly basis and pay such distributions on a monthly basis.
Net realized capital gains, if any, are distributed or deemed distributed at least annually.

Reclassifications:Certain amounts in the consolidated financial statements for the years ended December 31, 2012 and 2011 have
been
reclassified to conform to the classifications used to prepare the consolidated financial statements for the year ended December 31, 2013. These reclassifications had no material impact on the
Company's consolidated financial position, results of operations or cash flows as previously reported.

Note 3. Share Transactions

Below is a summary of transactions with respect to the Company's common shares during the years ended December 31, 2013, 2012 and 2011:

Year Ended December 31,2013

2012

2011Shares

Amount

Shares

Amount

Shares

AmountGross Proceeds from Offering


104,681,518

$
1,105,083


55,725,938

$
558,641


7,690,534

$
73,058Reinvestment of Distributions


4,665,928


44,910


1,096,667


10,034


33,665


318​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Total Gross Proceeds


109,347,446


1,149,993


56,822,605


568,675


7,724,199


73,376Commissions and Dealer Manager Fees





(97,927
)




(49,926
)




(4,655
)​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Net Proceeds to Company


109,347,446


1,052,066


56,822,605


518,749


7,724,199


68,721Share Repurchase Program


(340,096
)

(3,273
)

(44,339
)

(409
)




​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Net Proceeds from Share Transactions


109,007,350

$
1,048,793


56,778,266

$
518,340


7,724,199

$
68,721​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​


Status of Continuous Public Offering

Since commencing its continuous public offering and through March 4, 2014, the Company has sold 190,565,777 common shares (as
adjusted for share distributions) for gross proceeds of $1,972,332.

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FS Energy and Power Fund

Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)



Note 3. Share Transactions (Continued)

As
of March 4, 2014, the Company had raised total gross proceeds of $1,992,536, including $200 of seed capital contributed by the principals of FS Advisor in December 2010 and $20,004 in
proceeds raised from principals of FS Advisor, other individuals and entities affiliated with FS Advisor, certain members of the Company's board of trustees and certain individuals and entities
affiliated with GSO Capital Partners LP, or GSO, the Company's investment sub-adviser, in a private placement conducted in April 2011 (see Note 4). During the years ended
December 31, 2013, 2012 and 2011, the Company sold 109,347,446, 56,822,605 and 7,724,199 common shares (as adjusted for share distributions) for gross proceeds of $1,149,993, $568,675 and
$73,376 at an average price per share of $10.52, $10.01 and $9.50, respectively. The gross proceeds received during the years ended December 31, 2013, 2012 and 2011 include reinvested
shareholder distributions of $44,910, $10,034 and $318, respectively, for which the Company issued 4,665,928, 1,096,667 and 33,665 common shares (as adjusted for share distributions), respectively.
During the period from January 1, 2014 to March 4, 2014, the Company sold 18,916,402 common shares for gross proceeds of $200,292 at an average price per share of $10.59.

The
proceeds from the issuance of common shares as presented on the Company's consolidated statements of changes in net assets and consolidated statements of cash flows are presented net
of
selling commissions and dealer manager fees of $97,927, $49,926 and $4,655 for the years ended December 31, 2013, 2012 and 2011, respectively.

Prior
to September 11, 2013, the Company accepted subscriptions on a continuous basis and issued common shares at semi-monthly closings. On September 11, 2013, the Company
transitioned from semi-monthly closings to weekly closings for the sale of common shares in its continuous public offering. Common shares issued pursuant to the Company's distribution reinvestment
plan typically will be issued on the same date that the Company holds its last weekly closing within a month.

Share Repurchase Program

The Company intends to conduct quarterly tender offers pursuant to its share repurchase program. The Company's board of trustees will
consider the following factors, among others, in making its determination regarding whether to cause the Company to offer to repurchase common shares and under what
terms:



The
Company currently intends to limit the number of common shares to be repurchased during any calendar year to the number of common shares it can repurchase with the proceeds it
receives from the sale of common shares under its distribution reinvestment plan. At the discretion of the Company's board of trustees, the Company may also use cash on hand, cash available from
borrowings and cash from the liquidation of securities investments as of the end of the applicable period to repurchase common shares. In addition, the Company will limit the number of common shares
to be repurchased in any calendar year to 10% of the weighted average number of common shares outstanding in the prior calendar year, or 2.5% in each quarter, though the actual number of common

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FS Energy and Power Fund

Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)



Note 3. Share Transactions (Continued)

shares
that the Company offers to repurchase may be less in light of the limitations noted above. The Company intends to offer to repurchase such common shares on each date of repurchase at a price
equal to 90% of the offering price in effect on the date of repurchase. In months in which the Company repurchases common shares pursuant to its share repurchase program, it expects to conduct
repurchases on the same date that it holds its first weekly closing in such month for the sale of common shares in its public offering. The Company's board of trustees may amend, suspend or terminate
the share repurchase program at any time, upon 30 days' notice. The first such tender offer commenced in August 2012, and the repurchase occurred in connection with the Company's
October 1, 2012 semi-monthly closing.

The
following table sets forth the number of common shares repurchased by the Company under its share repurchase program during the years ended December 31, 2013 and 2012:

For the Three Months Ended

Repurchase Date

Shares
Repurchased

Percentage
of Shares
Tendered
That Were
Repurchased

Repurchase
Price
Per Share

Aggregate
Consideration
for Repurchased
SharesFiscal 2012September 30, 2012

October 1, 2012


44,339


100
%
$
9.225

$
409Fiscal 2013December 31, 2012

January 2, 2013


24,249


100
%
$
9.405

$
228March 31, 2013

April 1, 2013


82,689


100
%
$
9.540

$
789June 30, 2013

July 1, 2013


76,858


100
%
$
9.675

$
744September 30, 2013

October 2, 2013


156,300


100
%
$
9.675

$
1,512


On
January 2, 2014, the Company repurchased 174,181 common shares (representing 100% of common shares tendered for repurchase) at $9.72 per share for aggregate consideration
totaling $1,693.

Note 4. Related Party Transactions

Compensation of the Dealer Manager and Investment Adviser

Pursuant to the investment advisory and administrative services agreement, FS Advisor is entitled to an annual base management fee of
2.0% of the average value of the Company's gross assets and an incentive fee based on the Company's performance. The Company commenced accruing fees under the investment advisory and administrative
services agreement on July 18, 2011, upon commencement of the Company's operations. Management fees are paid on a quarterly basis in arrears.

The
incentive fee consists of two parts. The first part, which is referred to as the subordinated incentive fee on income, is calculated and payable quarterly in arrears, equals 20.0% of
"pre-incentive fee net investment income" for the immediately preceding quarter and is subject to a hurdle rate, expressed as a rate of return on adjusted capital, as defined in the investment
advisory and administrative services agreement, equal to 1.625% per quarter, or an annualized hurdle rate of 6.5%. As a result, FS Advisor will not earn this incentive fee for any quarter until the
Company's pre-incentive fee net investment income for such quarter exceeds the hurdle rate of 1.625%. Once the Company's pre-incentive fee net investment income in any quarter exceeds the hurdle rate,
FS Advisor will be entitled to a "catch-up" fee equal to the amount of the pre-incentive fee net investment income in excess of the hurdle rate, until the Company's pre-incentive fee net investment
income for such quarter equals 2.031%, or 8.125% annually, of adjusted capital. This "catch-up" feature allows FS Advisor to recoup the fees foregone as a result of the existence of the hurdle
rate. Thereafter, FS Advisor will receive 20.0% of the pre-incentive fee net investment income.

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FS Energy and Power Fund

Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)



Note 4. Related Party Transactions (Continued)

The
second part of the incentive fee, which is referred to as the incentive fee on capital gains, is determined and payable in arrears as of the end of each calendar year (or upon
termination of the investment advisory and administrative services agreement). This fee equals 20.0% of the Company's incentive fee capital gains, which equal the Company's realized capital gains on a
cumulative basis from inception, calculated as of the end of the applicable period, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the
aggregate amount of any previously paid capital gains incentive fees. The Company accrues for the capital gains incentive fee, which, if earned, is paid annually. The Company accrues the capital gains
incentive fee based on net realized and unrealized gains; however, under the terms of the investment advisory and administrative services agreement, the fee payable to FS Advisor is based on realized
gains and no such fee is payable with respect to unrealized gains unless and until such gains are actually realized. See Note 2 for a discussion of the treatment of the TRS with respect to the
calculation of the capital gains incentive fee.

The
Company reimburses FS Advisor for expenses necessary to perform services related to the Company's administration and operations. The amount of this reimbursement is set at the lesser
of (1) FS Advisor's actual costs incurred in providing such services and (2) the amount that the Company estimates it would be required to pay alternative service providers for
comparable services in the same geographic location. FS Advisor is required to allocate the cost of such services to the Company based on objective factors such as total assets, revenues, time
allocations and/or other reasonable metrics. The Company's board of trustees then assesses the reasonableness of such reimbursements based on the breadth, depth and quality of such services as
compared to the estimated cost to the Company of obtaining similar services from third-party providers known to be available. In addition, the Company's board of trustees considers whether any single
third-party service provider would be capable of providing all such services at comparable cost and quality. Finally, the Company's board of trustees compares the total amount paid to FS Advisor for
such services as a percentage of the Company's net assets to the same ratio as reported by other comparable BDCs.

Franklin
Square Holdings, L.P., or Franklin Square Holdings, the Company's sponsor and an affiliate of FS Advisor, has funded certain of the Company's offering costs and
organization costs. These costs have been recorded by the Company as a contribution to capital. The offering costs were offset against capital in excess of par value on the consolidated financial
statements and the organization costs were
charged to expense as incurred by the Company. Under the terms of the investment advisory and administrative services agreement, upon satisfaction of the minimum offering requirement, FS Advisor
became entitled to receive 1.5% of gross proceeds raised in the Company's continuous public offering until all offering costs and organization costs funded by FS Advisor or its affiliates (including
Franklin Square Holdings) had been recovered. On July 18, 2011, the Company satisfied the minimum offering requirement. Since inception through December 31, 2013, Franklin Square
Holdings has funded $3,143 in offering and organization costs. During the years ended December 31, 2013, 2012 and 2011, the Company paid total reimbursements of $0, $2,051 and $1,092,
respectively, to FS Advisor and its affiliates. The reimbursements were recorded as a reduction of capital. As of December 31, 2013, no amounts remain reimbursable to FS Advisor and its
affiliates under this arrangement.

The
dealer manager for the Company's continuous public offering is FS2 Capital Partners, LLC, or FS2, which is one of the Company's affiliates. Under
the dealer manager agreement among the Company, FS Advisor and FS2, FS2 is entitled to receive sales commissions and dealer manager fees in connection with the sale of
common shares in the Company's continuous public offering, all or a portion of which may be re-allowed to selected broker-dealers.

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Table of Contents

FS Energy and Power Fund

Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)



Note 4. Related Party Transactions (Continued)

The
following table describes the fees and expenses accrued under the investment advisory and administrative services agreement and the dealer manager agreement during the years ended
December 31, 2013, 2012 and 2011:

Year Ended December 31,Related Party

Source Agreement

Description

2013

2012

2011FS Advisor

Investment Advisory and Administrative Services Agreement

Base Management Fee(1)

$
30,840

$
7,806

$
503FS Advisor

Investment Advisory and Administrative Services Agreement

Capital Gains Incentive Fee(2)

$
8,321

$
6,415

$
67FS Advisor

Investment Advisory and Administrative Services Agreement

Subordinated Incentive Fee on Income(3)

$
7,634

$


$
FS Advisor

Investment Advisory and Administrative Services Agreement

Administrative Services Expenses(4)

$
2,246

$
807

$
199FS2

Dealer Manager Agreement

Dealer Manager Fee(5)

$
20,016

$
10,240

$
900


(1)During
the years ended December 31, 2013, 2012 and 2011, $23,611, $2,878 and $157, respectively, in base management fees were paid to FS Advisor.
During the year ended December 31, 2012, $1,752 in base management fees were applied to offset the liability of Franklin Square Holdings under the expense reimbursement agreement (see
"Expense Reimbursement"). As of December 31, 2013, $10,751 in base management fees were payable to FS Advisor.(2)During
the years ended December 31, 2013, 2012 and 2011, the Company accrued capital gains incentive fees of $8,321, $6,415 and $67, respectively,
based on the performance of its portfolio, of which $5,464, $5,462 and $67, respectively, was based on unrealized gains and $2,857, $953 and $0, respectively, was based on realized gains. No capital
gains incentive fees are actually payable by the Company with respect to unrealized gains unless and until those gains are actually realized. The Company paid FS Advisor $953 in capital gains
incentive fees during the year ended December 31, 2013. As of December 31, 2013, $2,857 in capital gains incentive fees were payable to FS Advisor.(3)During
the year ended December 31, 2013, $848 of subordinated incentive fees on income were paid to FS Advisor. As of December 31, 2013, a
subordinated incentive fee on income of $6,786 was payable to FS Advisor.(4)During
the years ended December 31, 2013, 2012 and 2011, $1,854, $611 and $181, respectively, of administrative services expenses related to the
allocation of costs of administrative personnel for services rendered to the Company by FS Advisor and the remainder related to other reimbursable expenses. The Company paid $1,987, $700 and $147,
respectively, in administrative services expenses to FS Advisor during the years ended December 31, 2013, 2012 and 2011.(5)Represents
aggregate dealer manager fees retained by FS2 and not re-allowed to selected broker-dealers.


Capital Contribution by FS Advisor and GSO

In December 2010, Michael C. Forman and David J. Adelman, the principals of FS Advisor, contributed an aggregate of $200 to purchase
22,444 common shares (as adjusted for share distributions) at $8.91 per share, which represents the initial public offering price (as adjusted for share distributions), net of selling commissions and
dealer manager fees. The principals have agreed not to tender these common shares for repurchase as long as FS Advisor remains the Company's investment adviser.

In
April 2011, pursuant to a private placement, Messrs. Forman and Adelman agreed to purchase, through affiliated entities controlled by each of them, 224,444 additional common
shares (as adjusted

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Table of Contents

FS Energy and Power Fund

Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)



Note 4. Related Party Transactions (Continued)

for
share distributions) at $8.91 per share (as adjusted for share distributions). The principals have agreed not to tender these common shares for repurchase as long as FS Advisor remains the
Company's investment adviser. In connection with the same private placement, certain members of the Company's board of trustees and other individuals and entities affiliated with FS Advisor agreed to
purchase 1,459,320 common shares (as adjusted for share distributions), and certain individuals and entities affiliated with GSO agreed to purchase 561,111 common shares (as adjusted for share
distributions), in each case at a price of $8.91 per share (as adjusted for share distributions). In connection with the private placement, the Company issued an aggregate of 2,244,875 common shares
(as adjusted for share distributions) for aggregate proceeds of $20,004, upon satisfaction of the minimum offering requirement on July 18, 2011. As of March 4, 2014, the Company has sold
an aggregate of 3,433,161 common shares (as adjusted for share distributions) for aggregate gross proceeds of $30,919 to members of its board of trustees and individuals and entities affiliated with
FS Advisor and GSO, including common shares sold in the private placement conducted in April 2011.

Potential Conflicts of Interest

FS Advisor's senior management team is comprised of the same personnel as the senior management teams of FB Income Advisor, LLC,
FSIC II Advisor, LLC, FSIC III Advisor, LLC and FS Global Advisor, LLC, the investment advisers to Franklin Square Holdings' other affiliated BDCs and affiliated closed-end
management investment company. As a result, such personnel provide investment advisory services to the Company and each of FS Investment Corporation, FS Investment Corporation II, FS Investment
Corporation III and FS Global Credit Opportunities Fund. While none of FS Advisor, FB Income Advisor, LLC, FSIC II Advisor, LLC, FSIC III Advisor, LLC or FS Global
Advisor, LLC is currently making private corporate debt investments for clients other than the Company, FS Investment Corporation, FS Investment Corporation II, FS Investment Corporation III or
FS Global Credit Opportunities Fund, respectively, any, or all, may do so in the future. In the event that FS Advisor undertakes to provide investment advisory services to other clients in the future,
it intends to allocate investment opportunities in a fair and equitable manner consistent with the Company's investment objectives and strategies, if necessary, so that the Company will not be
disadvantaged in relation to any other client of FS Advisor or its management team. In addition, even in the absence of FS Advisor retaining additional clients, it is possible that some investment
opportunities may be provided to FS Investment Corporation, FS Investment Corporation II, FS Investment Corporation III and/or FS Global Credit Opportunities Fund rather than to the Company.

Exemptive Relief

In an order dated June 4, 2013, the SEC granted exemptive relief permitting the Company, subject to the satisfaction of certain
conditions, to co-invest in certain privately negotiated investment transactions with certain affiliates of FS Advisor, including FS Investment Corporation, FS Investment Corporation II, FS Investment
Corporation III and any future BDCs that are advised by FS Advisor or its affiliated investment advisers, or collectively the Company's co-investment affiliates. The Company believes this relief may
not only enhance its ability to further its investment objectives and strategy, but may also increase favorable investment opportunities for the Company, in part by allowing it to participate in
larger investments, together with the Company's co-investment affiliates, than would be available to it if it had not obtained such relief. Because the Company did not seek exemptive relief to engage
in co-investment transactions with GSO and its affiliates, it will continue to be permitted to co-invest with GSO and its affiliates only in accordance with existing regulatory guidance.

118

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FS Energy and Power Fund

Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)



Note 4. Related Party Transactions (Continued)

Expense Reimbursement

Pursuant to an expense support and conditional reimbursement agreement, dated as of February 14, 2012 and amended and restated
as of May 16, 2013, or, as amended and restated, the expense reimbursement agreement, Franklin Square Holdings has agreed to reimburse the Company for expenses in an amount that is sufficient
to ensure that no portion of the Company's distributions to shareholders will be paid from its offering proceeds or borrowings. However, because certain investments the Company may make, including
preferred and common equity investments, may generate dividends and other distributions to the Company that are treated for tax purposes as a return of capital, a portion of the Company's
distributions to shareholders may also be deemed to constitute a return of capital for tax purposes to the extent that the Company may use such dividends or other distribution proceeds to fund its
distributions to shareholders. Under those circumstances, Franklin Square Holdings will not reimburse the Company for the portion of such distributions to shareholders that represent a return of
capital for tax purposes, as the purpose of the expense reimbursement arrangement is not to prevent tax-advantaged distributions to shareholders.

Under
the expense reimbursement agreement, Franklin Square Holdings will reimburse the Company for expenses in an amount equal to the difference between the Company's cumulative
distributions paid to its shareholders in each quarter, less the sum of its net investment income for tax purposes, net capital gains and dividends and other distributions paid to the Company on
account of preferred and common equity investments in portfolio companies (to the extent such amounts are not included in net investment income or net capital gains for tax purposes) in each quarter.

Pursuant
to the expense reimbursement agreement, the Company has a conditional obligation to reimburse Franklin Square Holdings for any amounts funded by Franklin Square Holdings under
such agreement if (and only to the extent that), during any fiscal quarter occurring within three years of the date on which Franklin Square Holdings funded such amount, the sum of the Company's net
investment income for tax purposes, net capital gains and the amount of any dividends and other distributions paid to the Company on account of preferred and common equity investments in portfolio
companies (to the extent not included in net investment income or net capital gains for tax purposes) exceeds the distributions paid by the Company to shareholders; provided, however, that
(i) the Company will only reimburse Franklin Square Holdings for expense support payments made by Franklin Square Holdings with respect to any calendar quarter beginning on or after
July 1, 2013 to the extent that the payment of such reimbursement (together with any other reimbursement paid during such fiscal year) does not cause "other operating expenses" (as defined
below) (on an annualized basis and net of any expense support payments received by the Company during such fiscal year) to exceed the lesser of (A) 1.75% of the Company's average net assets
attributable to its common shares for the fiscal year-to-date period after taking such payments into account and (B) the percentage of the Company's average net assets attributable to its
common shares represented by "other operating expenses" during the fiscal year in which such expense support payment from Franklin Square Holdings was made (provided, however, that this
clause (B) shall not apply to any reimbursement payment which relates to an expense support payment from Franklin Square Holdings made during the same fiscal year) and (ii) the Company
will not reimburse Franklin Square Holdings for expense support payments made by Franklin Square Holdings if the aggregate amount of distributions per share declared by the Company in such calendar
quarter is less than the aggregate amount of distributions per share declared by the Company in the calendar quarter in which Franklin Square Holdings made the expense support payment to which such
reimbursement relates. "Other operating expenses" means the Company's total "operating expenses" (as defined below), excluding base management fees, incentive fees, organization and offering expenses,
financing fees and costs, interest expense, brokerage commissions and extraordinary expenses. "Operating expenses" means all operating costs and expenses incurred, as determined in accordance with
GAAP for investment companies.

119

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Table of Contents

FS Energy and Power Fund

Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)



Note 4. Related Party Transactions (Continued)

The Company or Franklin Square Holdings may terminate the expense reimbursement agreement at any time. The specific amount of expenses reimbursed by Franklin Square Holdings, if any,
will be determined at the end of each quarter. Upon termination of the expense reimbursement agreement by Franklin Square Holdings, Franklin Square Holdings will be required to fund any amounts
accrued thereunder as of the date of termination. Similarly, the Company's conditional obligation to reimburse Franklin Square Holdings pursuant to the terms of the expense reimbursement agreement
shall survive the termination of such agreement by either party.

Franklin
Square Holdings is controlled by the Company's chairman, president and chief executive officer, Michael C. Forman, and the Company's vice-chairman, David J. Adelman. There can
be no assurance that the expense reimbursement agreement will remain in effect or that Franklin Square Holdings will reimburse any portion of the Company's expenses in future quarters.

During
the years ended December 31, 2012 and 2011, the Company accrued $1,432 and $725, respectively, for reimbursements that Franklin Square Holdings had agreed to pay. As of
December 31, 2013 and 2012, the Company had no reimbursements due from Franklin Square Holdings. Under the expense reimbursement agreement, amounts reimbursed to the Company by Franklin Square
Holdings may become subject to repayment in the future. During the year ended December 31, 2012, the Company accrued $1,432 for expense recoupments payable to Franklin Square Holdings, of which
$349 was paid to Franklin Square Holdings during such period. As of December 31, 2012, $1,083 of expense recoupments were payable to Franklin Square Holdings, all of which was paid to Franklin
Square Holdings during the year ended December 31, 2013. As of December 31, 2013, no further amounts remain subject to repayment by the Company to Franklin Square Holdings in the future.

FS Benefit Trust

On May 30, 2013, FS Benefit Trust, or FS Trust, was formed as a Delaware statutory trust for the purpose of awarding equity
incentive compensation to employees of Franklin Square Holdings and its affiliates. In connection with the Company's semi-monthly closing occurring on June 17, 2013, FS Trust purchased $43 of
the Company's common shares at a purchase price equal to 90% of the offering price in effect on such date, or $9.675 per share.

Note 5. Distributions

The following table reflects the cash distributions per share that the Company has declared and paid on its common shares during the years ended December 31, 2013, 2012 and 2011:

DistributionFor the Year Ended December 31,

Per Share

Amount2011(1)

$
0.2837

$
1,2782012(1)

$
0.6276

$
20,0632013

$
0.6616

$
77,815


(1)The
per share distributions have been retroactively adjusted, as necessary, to reflect the share distribution declared in February 2012 as discussed below.


Prior
to September 2013, the Company authorized and declared ordinary cash distributions on a semi-monthly basis and paid such distributions on a monthly basis. In connection with the
Company's transition from semi-monthly closings to weekly closings for the sale of common shares in its continuous public offering, beginning in September 2013, the Company authorizes and declares
ordinary cash distributions on a weekly basis, while continuing to pay such distributions on a monthly basis. On December 9, 2013, the Company's board of trustees declared regular weekly cash

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Table of Contents

FS Energy and Power Fund

Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)



Note 5. Distributions (Continued)

distributions
for January 2014 through March 2014, which were paid in the amount of $0.012675 per share commencing with the weekly cash distribution that was payable to shareholders of record as of
January 7, 2014. On February 18, 2014, the Company's board of trustees increased the amount of the regular weekly cash distribution to $0.012734 per share commencing with the weekly cash
distribution
that was payable to shareholders of record as of February 25, 2014. On March 12, 2014, the Company's board of trustees declared regular weekly cash distributions for April 2014 through
June 2014 in the amount of $0.012734 per share. The regular weekly cash distributions have been or will be paid monthly to shareholders of record as of weekly record dates previously determined by the
Company's board of trustees. The timing and amount of any future distributions to shareholders are subject to applicable legal restrictions and the sole discretion of the Company's board of trustees.

The
Company has adopted an "opt in" distribution reinvestment plan for its shareholders. As a result, if the Company makes a cash distribution, its shareholders will receive
distributions in cash unless they specifically "opt in" to the distribution reinvestment plan so as to have their cash distributions reinvested in additional common shares. However, certain state
authorities or regulators may impose restrictions from time to time that may prevent or limit a shareholder's ability to participate in the distribution reinvestment plan.

The
Company may fund its cash distributions to shareholders from any sources of funds available to it, including 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, dividends or other distributions paid to the Company on account of preferred and common equity
investments in portfolio companies and expense reimbursements from Franklin Square Holdings. The Company has not established limits on the amount of funds it may use from available sources to make
distributions.

For
a period of time following commencement of the Company's continuous public offering, substantial portions of the Company's distributions were funded through the reimbursement of
certain expenses by Franklin Square Holdings and its affiliates, including through the waiver of certain investment advisory fees by FS Advisor, that were subject to repayment by the Company within
three years. The purpose of this arrangement was to ensure that no portion of the Company's distributions to shareholders was paid from offering proceeds or borrowings. Any such distributions funded
through expense reimbursements or waivers of advisory fees were not based on the Company's investment performance. For the year ended December 31, 2011, if Franklin Square Holdings had not
reimbursed certain of the Company's expenses, 57% of the aggregate amount of distributions paid during such period would have been funded from offering proceeds or borrowings. The Company's repayment
of amounts reimbursed or waived by Franklin Square Holdings and its affiliates reduced the distributions that shareholders would otherwise have received in the years ended December 31, 2012 and
2013. No portion of the distributions paid during the years ended December 31, 2013 or 2012 was funded through the reimbursement of operating expenses by Franklin Square Holdings. There can be
no assurance that the Company will continue to achieve the performance necessary to sustain its distributions or that the Company will be able to pay distributions at a specific rate or at all.
Franklin Square Holdings and its affiliates have no obligation to waive advisory fees or otherwise reimburse expenses in future periods.

121

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Table of Contents

FS Energy and Power Fund

Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)



Note 5. Distributions (Continued)

The
following table reflects the sources of the cash distributions on a tax basis that the Company has paid on its common shares during the years ended December 31, 2013, 2012 and
2011:

Year Ended December 31,2013

2012

2011Source of Distribution

Distribution
Amount

Percentage

Distribution
Amount

Percentage

Distribution
Amount

PercentageOffering proceeds

$





$





$



Borrowings

















Net investment income (prior to expense reimbursement)(1)


76,383


98
%

15,559


77
%

485


38
%Short-term capital gains proceeds from the sale of assets


1,432


2
%

2,930


15
%

68


5
%Long-term capital gains proceeds from the sale of assets








232


1
%




Non-capital gains proceeds from the sale of assets

















Distributions on account of limited partnership interest








1,342


7
%




Expense reimbursement from sponsor














725


57
%​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Total

$
77,815


100
%
$
20,063


100
%
$
1,278


100
%​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​


(1)During
the years ended December 31, 2013, 2012 and 2011, 94.7%, 93.4% and 92.5%, respectively, of the Company's gross investment income was
attributable to cash interest earned, 2.9%, 6.6% and 4.0%, respectively, was attributable to non-cash accretion of discount and 2.4%, 0.0% and 3.5%, respectively, was attributable to paid-in-kind, or
PIK, interest.


The
Company's net investment income on a tax basis for the years ended December 31, 2013, 2012 and 2011 was $76,383, $15,559 and $1,210, respectively. As of December 31,
2013, the Company had $10,898 of undistributed ordinary income and net realized gains on a tax basis. As of December 31, 2012 and 2011, the Company had distributed all of its ordinary income
and net realized gains on a tax basis.

The
difference between the Company's GAAP-basis net investment income and its tax-basis net investment income is primarily due to the amount by which tax-basis income on a limited
partnership interest differs from its GAAP-basis income, the reversal of the required accrual for GAAP purposes of incentive fees on unrealized gains even though no such incentive fees on unrealized
gains are payable by the Company, the reversal of non-deductible excise taxes, the inclusion of a portion of the periodic net settlement payments due on the total return swap in tax-basis net
investment income and the reclassification of unamortized original issue discount recognized upon prepayment of loans from income for GAAP purposes to realized gains for tax purposes.

122

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Table of Contents

FS Energy and Power Fund

Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)



Note 5. Distributions (Continued)

The
following table sets forth a reconciliation between GAAP-basis net investment income and tax-basis net investment income during the years ended December 31, 2013, 2012 and
2011:

Year Ended December 31,2013

2012

2011GAAP-basis net investment income

$
66,804

$
10,162

$
653Income on limited partnership interest


(802
)

(2,537
)

Reversal of incentive fee accrual on unrealized gains


5,464


5,462


67Excise taxes


300





Tax-basis net investment income portion of total return swap payments


6,602


2,475


308Reclassification of unamortized original issue discount


(1,166
)




Other miscellaneous differences


(819
)

(3
)

182​
​
​
​
​
​
​
​
​
​
​Tax-basis net investment income

$
76,383

$
15,559

$
1,210​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​


The
Company may make certain adjustments to the classification of shareholders' equity as a result of permanent book-to-tax differences. During the year ended December 31, 2013,
the Company reduced accumulated undistributed net realized gains on investments and total return swap and gain/loss on foreign currency by $5,420, and increased capital in excess of par value and
accumulated distributions in excess of net investment income by $433 and $4,987, respectively. During the years ended December 31, 2012 and 2011, the Company reduced accumulated undistributed
net realized gains on investments and total return swap and gain/loss on foreign currency by $2,475 and $308, respectively, and increased accumulated distributions in excess of net investment income
by $2,475 and $308, respectively, to reflect the reclassification of a portion of realized gains on the total return swap into tax-basis net investment income. In addition, during the year ended
December 31, 2012, the Company reduced capital in excess of par value by $1,342 to reflect distributions received by the Company during the year ended December 31, 2012 on account of a
limited partnership interest held by the Company, which amount was treated as a return of capital for tax purposes.

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 the Company's taxable income for the full
year and distributions paid for the full year. The actual tax characteristics of distributions to shareholders are reported to shareholders annually on Form 1099-DIV.

The
following table reflects the share distribution that the Company has declared on its common shares through December 31, 2013:

Date Declared

Record Date

Distribution Date

Distribution
Percentage

Shares
IssuedFebruary 14, 2012

February 15, 2012

February 16, 2012


1.0
%

106,133


The
purpose of this special share distribution was to maintain a net asset value per share that was below the then-current offering price, after deducting selling commissions and dealer
manager fees, as required by the 1940 Act, subject to certain limited exceptions. The Company's board of trustees determined that the Company's portfolio performance sufficiently warranted taking this
action.

The
share distribution increased the number of common shares outstanding, thereby reducing the Company's net asset value per share. However, because the share distribution was issued to
all shareholders as of the record date in proportion to their holdings, the reduction in net asset value per share as a result of the share distribution was offset exactly by the increase in the
number of common shares owned by each investor. As the overall value to an investor's position was not reduced as a result of the special share distribution, the Company's board of trustees determined
that this issuance

123

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Table of Contents

FS Energy and Power Fund

Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)



Note 5. Distributions (Continued)

would
not be dilutive to shareholders as of the record date. As the share distribution did not change any shareholder's proportionate interest in the Company, it did not represent a taxable
distribution.

As
of December 31, 2013 and 2012, the components of accumulated earnings on a tax basis were as follows:

December 31,2013

2012Distributable ordinary income (income and short-term capital gains)

$
8,073

$
171Distributable realized gains (long-term capital gains)


2,825


Distribution receivable on limited partnership interest


805


270Incentive fee accrual on unrealized gains


(10,993
)

(5,529
)Unamortized organization costs


(292
)

(315
)Net unrealized appreciation (depreciation) on investments and total return swap and gain/loss on foreign currency(1)


52,752


28,451​
​
​
​
​
​
​
​$
53,170

$
23,048​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​


(1)As
of December 31, 2013 and 2012, the gross unrealized appreciation on the Company's investments and total return swap and gain on foreign currency
was $57,499 and $29,698, respectively. As of December 31, 2013 and 2012, the gross unrealized depreciation on the Company's investments and loss on foreign currency was $4,747 and $1,247,
respectively.


The
aggregate cost of the Company's investments for federal income tax purposes totaled $2,247,420 and $675,823 as of December 31, 2013 and 2012, respectively. The aggregate net
unrealized appreciation (depreciation) on a tax basis was $52,752 as of December 31, 2013. The aggregate net unrealized appreciation (depreciation) on a tax basis, including the Company's TRS
with Citibank, N.A., or Citibank, was $28,451 as of December 31, 2012.

Note 6. Investment Portfolio

The following table summarizes the composition of the Company's investment portfolio at cost and fair value as of December 31, 2013 and 2012:

December 31, 2013

December 31, 2012Amortized
Cost(1)

Fair Value

Percentage
of Portfolio

Amortized
Cost(1)

Fair Value

Percentage
of PortfolioSenior Secured LoansFirst Lien

$
624,327

$
634,919


27
%
$
195,922

$
200,752


29
%Senior Secured LoansSecond Lien


673,512


683,723


30
%

71,607


73,451


10
%Senior Secured Bonds


79,553


82,484


4
%

33,366


35,158


5
%Subordinated Debt


767,083


789,834


34
%

332,214


345,849


49
%Equity/Other


105,479


109,241


5
%

44,810


45,962


7
%​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​$
2,249,954

$
2,300,201


100
%
$
677,919

$
701,172


100
%​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​


(1)Amortized
cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on investments.


As
of December 31, 2013, the Company did not "control" and was not an "affiliate" of any of its portfolio companies, each as defined in the 1940 Act. In general, under the 1940
Act, the Company would be presumed to "control" a portfolio company if it owned 25% or more of its voting securities and would be an "affiliate" of a portfolio company if it owned 5% or more of its
voting securities.

124

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Table of Contents

FS Energy and Power Fund

Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)



Note 6. Investment Portfolio (Continued)

The
Company's investment portfolio may contain loans that are in the form of lines of credit or revolving credit facilities, which require the Company to provide funding when requested
by portfolio companies in accordance with the terms of the underlying loan agreements. As of December 31, 2013, the Company had three senior secured loan investments with aggregate unfunded
commitments of $62,149 and five equity/other investments with aggregate unfunded commitments of $24,558. As of December 31, 2012, the Company had one senior secured loan investment with an
unfunded commitment of $10,000. The Company maintains sufficient cash on hand to fund such unfunded commitments should the need arise.

The
table below describes investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets in such industries as of December 31,
2013 and 2012:

December 31, 2013

December 31, 2012Industry Classification

Fair Value

Percentage
of Portfolio

Fair Value

Percentage
of PortfolioUpstream

$
1,112,686


48
%
$
335,486


48
%Midstream


288,414


13
%

60,675


9
%Downstream


4,256


0
%

2,978


0
%Power


159,433


7
%

142,765


20
%Service & Equipment


735,412


32
%

159,268


23
%​
​
​
​
​
​
​
​
​
​
​
​
​
​Total

$
2,300,201


100
%
$
701,172


100
%​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​


Note 7. Fair Value of Financial Instruments

Under existing accounting guidance, fair value is defined as the price that the Company would receive upon selling an investment or pay to transfer a liability in an orderly transaction
to a market participant in the principal or most advantageous market for the investment. This accounting guidance emphasizes that valuation techniques maximize the use of observable market inputs and
minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be
observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from
sources independent of the Company. Unobservable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on the best information
available in the circumstances. The Company classifies the inputs used to measure these fair values into the following hierarchy as defined by current accounting guidance:

Level 1:Inputs that are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2:Inputs that are quoted prices for similar assets or liabilities in active markets.

Level 3:Inputs that are unobservable for an asset or liability.

A
financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

125

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Table of Contents

FS Energy and Power Fund

Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)



Note 7. Fair Value of Financial Instruments (Continued)

As
of December 31, 2013 and 2012, the Company's investments were categorized as follows in the fair value hierarchy:

December 31, 2013

December 31, 2012Total Return SwapValuation Inputs

Investments

InvestmentsLevel 1Price quotations in active markets

$


$


$
Level 2Significant other observable inputs








Level 3Significant unobservable inputs


2,300,201


701,172


3,141​
​
​
​
​
​
​
​
​
​
​$
2,300,201

$
701,172

$
3,141​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​


The
Company's investments as of December 31, 2013 consisted primarily of debt securities that are traded on a private over-the-counter market for institutional investors. Except
as described below, the Company valued its investments by using the midpoint of the prevailing bid and ask prices from dealers
on the date of the relevant period end, which were provided by an independent third-party pricing service and screened for validity by such service. Six senior secured loan investments and two
subordinated debt investments, for which broker quotes were not available, were valued by an independent valuation firm, which determined the fair value of such investments by considering, among other
factors, the borrower's ability to adequately service its debt, prevailing interest rates for like investments, call features and other relevant terms of the debt. Except as described below, all of
the Company's equity/other investments were valued by the same independent valuation firm, which determined the fair value of such investments by considering, among other factors, contractual rights
ascribed to such investments, as well as various income scenarios and multiples of EBITDA, cash flows, net income, revenues or, in limited instances, book value or liquidation value. One senior
secured loan investment, one subordinated debt investment and two equity/other investments, all of which were newly-issued and purchased near December 31, 2013, were valued at cost, as the
Company's board of trustees determined that the cost of each such investment was the best indication of its fair value.

The
Company's investments as of December 31, 2012 consisted primarily of debt securities that are traded on a private over-the-counter market for institutional investors. Except
as described below, the Company valued its investments by using the midpoint of the prevailing bid and ask prices from dealers on the date of the relevant period end, which were provided by an
independent third-party pricing service and screened for validity by such service. One senior secured loan investment, for which broker quotes were not available, was valued by an independent
valuation firm, which determined the fair value of such investment by considering, among other factors, the borrower's ability to adequately service its debt, prevailing interest rates for like
investments, call features and other relevant terms of the debt. All of the Company's equity/other investments were valued by the same independent valuation firm, which determined the fair value of
such investments by considering, among other factors, contractual rights ascribed to such investments, as well as various income scenarios and multiples of EBITDA, cash flows, net income, revenues or,
in limited instances, book value or liquidation value. The Company valued its TRS in accordance with the agreements between its wholly-owned financing subsidiary, EP Investments LLC, or EP
Investments, and Citibank which collectively established the TRS and are collectively referred to herein as the TRS Agreement. Pursuant to the TRS Agreement, the value of the TRS was based on the
increase or decrease in the value of the assets underlying the TRS, together with accrued interest income, interest expense and certain other expenses incurred under the TRS. The assets underlying the
TRS were valued by Citibank. Citibank based its valuation on the indicative bid prices provided by an independent third-party pricing service. Bid prices reflect the highest price that market
participants may be willing to pay. These valuations were sent to the Company for review and testing. The Company's valuation committee and board of trustees reviewed and approved the value of the
TRS, as well as the value of the assets underlying the TRS, on a quarterly basis as part of their quarterly determination of net asset value. To the extent the

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FS Energy and Power Fund

Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)



Note 7. Fair Value of Financial Instruments (Continued)

Company's
valuation committee or board of trustees had any questions or concerns regarding the valuation of the assets underlying the TRS, such valuation was discussed or challenged pursuant to the
terms of the TRS. For additional information on the Company's TRS, see Note 8.

The
Company periodically benchmarks the bid and ask prices it receives from the third-party pricing service against the actual prices at which the Company purchases and sells its
investments. Based on the results of the benchmark analysis and the experience of the Company's management in purchasing and selling these investments, the Company believes that these prices are
reliable indicators of fair value. However, because of the private nature of this marketplace (meaning actual transactions are not
publicly reported), the Company believes that these valuation inputs are classified as Level 3 within the fair value hierarchy. The Company may also use other methods to determine fair value
for securities for which it cannot obtain prevailing bid and ask prices through its third-party pricing service or independent dealers, including the use of an independent valuation firm. The Company
periodically benchmarks the valuations provided by the independent valuation firm against the actual prices at which it purchases and sells its investments. The Company's valuation committee and board
of trustees reviewed and approved the valuation determinations made with respect to these investments in a manner consistent with the Company's valuation process.

The
following is a reconciliation for the years ended December 31, 2013 and 2012 of investments for which significant unobservable inputs (Level 3) were used in determining
fair value:

For the Year Ended December 31, 2013Senior
Secured
Loans
First Lien

Senior
Secured
Loans
Second Lien

Senior
Secured
Bonds

Subordinated
Debt

Equity/
Other

TotalFair value at beginning of period

$
200,752

$
73,451

$
35,158

$
345,849

$
45,962

$
701,172Accretion of discount (amortization of premium)


2,010


659


(78
)

597


637


3,825Net realized gain (loss)


27


2


564


4,498





5,091Net change in unrealized appreciation (depreciation)


5,762


8,367


1,139


9,116


2,610


26,994Purchases


880,162


658,910


80,924


617,025


58,581


2,295,602Paid-in-kind interest





1,056





683


1,451


3,190Sales and redemptions


(453,794
)

(58,722
)

(35,223
)

(187,934
)




(735,673
)Net transfers in or out of Level 3

















​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Fair value at end of period

$
634,919

$
683,723

$
82,484

$
789,834

$
109,241

$
2,300,201​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​The amount of total gains or losses for the period included in changes in net assets attributable to the change in unrealized gains or losses relating to
investments still held at the reporting date

$
8,514

$
10,430

$
2,340

$
14,696

$
2,610

$
38,590​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​


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FS Energy and Power Fund

Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)



Note 7. Fair Value of Financial Instruments (Continued)



For the Year Ended December 31, 2012Senior
Secured
Loans
First Lien

Senior
Secured
Loans
Second Lien

Senior
Secured
Bonds

Subordinated
Debt

Equity/
Other

TotalFair value at beginning of period

$
22,720

$
5,577

$
4,875

$
35,789

$
22,681

$
91,642Accretion of discount (amortization of premium)


551


89


(7
)

(343
)

1,695


1,985Net realized gain (loss)


610


78


364


1,255





2,307Net change in unrealized appreciation (depreciation)


4,804


2,193


1,862


13,498


1,062


23,419Purchases


294,678


67,537


35,377


407,895


20,524


826,011Sales and redemptions


(122,611
)

(2,023
)

(7,313
)

(112,245
)




(244,192
)Net transfers in or out of Level 3

















​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​Fair value at end of period

$
200,752

$
73,451

$
35,158

$
345,849

$
45,962

$
701,172​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​The amount of total gains or losses for the period included in changes in net assets attributable to the change in unrealized gains or losses relating to
investments still held at the reporting date

$
4,693

$
2,114

$
1,792

$
13,437

$
1,062

$
23,098​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​


The
valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements of assets valued by an independent valuation firm as of
December 31, 2013 and 2012 were as follows:

Type of Investment

Fair Value at
December 31, 2013(1)

Valuation Technique(2)

Unobservable Input

Range

Weighted
AverageSenior Secured LoansFirst Lien

$
108,313

Market Comparables

Market Yield (%)

8.0% - 11.0%


9.2
%Senior Secured LoansSecond Lien

$
184,232

Market Comparables

Market Yield (%)

8.5% - 11.3%


10.2
%Subordinated Debt

$
110,613

Market Comparables

Market Yield (%)

7.5% - 8.0%


7.8
%Equity/Other

$
108,790

Market Comparables

Market Yield (%)

15.3% - 15.8%


15.5
%EBITDA Multiples (x)

7.5x - 7.8x


7.6xProduction Multiples (Mmb/d)

$191,000.0 - $194,000.0

$
192,500.0Proved Reserves Multiples (Mmboe)

$6.1 - $16.8

$
16.3PV-10 Multiples (x)

0.2x - 1.8x


1.0xDiscounted Cash Flow

Discount Rate (%)

9.8% - 28.0%


15.1
%Option Valuation Model

Volatility (%)

52.5%


52.5
%


(1)Except
as otherwise described in this footnote, the remaining Level 3 assets were valued by using the midpoint of the prevailing bid and ask prices
from dealers on the date of the relevant period end, which were provided by an independent third-party pricing service and screened for validity by such service. One senior secured loan investment
($52,107), one subordinated debt investment ($75,000) and two equity/other investments ($451), all of which were newly-issued and purchased near December 31, 2013, were valued at cost, as the
Company's board of trustees determined that the cost of each such investment was the best indication of its fair value. As of December 31, 2013, $13,022 of the senior secured loans-first lien
investments valued by the independent valuation firm consisted of unfunded loan commitments.(2)For
investments utilizing a market comparables valuation technique, a significant increase (decrease) in the market yield, in isolation, would result in a
significantly lower (higher) fair value measurement, and a significant increase (decrease) in any of the valuation multiples, in isolation, would result in a significantly higher (lower) fair value
measurement. For investments utilizing a discounted cash flow valuation technique, a significant increase (decrease) in the discount rate, in isolation, would result in a significantly lower (higher)
fair value measurement. For investments utilizing an option valuation model valuation technique, a significant increase (decrease) in the volatility, in isolation, would result in a significantly
higher (lower) fair value measurement.


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Table of Contents

FS Energy and Power Fund

Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)



Note 7. Fair Value of Financial Instruments (Continued)

Type of Investment

Fair Value at
December 31, 2012(1)

Valuation Technique(2)

Unobservable Input

Range

Weighted
AverageSenior Secured LoansFirst Lien

$
45,000

Market Comparables

Market Yield (%)

8.0%


8.0
%Equity/Other

$
45,962

Market Comparables

Market Yield (%)

15.3% - 15.8%


15.5
%Discounted Cash Flow

Discount Rate (%)

12.0% - 17.3%


15.2
%Option Valuation Model

Volatility (%)

44.0%


44.0
%


(1)Except
as otherwise described in this footnote, the remaining Level 3 assets were valued by using the midpoint of the prevailing bid and ask prices
from dealers on the date of the relevant period end, which were provided by an independent third-party pricing service and screened for validity by such service. The TRS was valued in accordance with
the TRS Agreement as discussed above. As of December 31, 2012, $10,000 of the senior secured loans-first lien investment consisted of an unfunded loan commitment.(2)For
investments utilizing a market comparables valuation technique, a significant increase (decrease) in the market yield, in isolation, would result in a
significantly lower (higher) fair value measurement. For investments utilizing a discounted cash flow valuation technique, a significant increase (decrease) in the discount rate, in isolation, would
result in a significantly lower (higher) fair value measurement. For investments utilizing an option valuation model valuation technique, a significant increase (decrease) in the volatility, in
isolation, would result in a significantly higher (lower) fair value measurement.


Note 8. Financing Arrangements

The following table presents summary information with respect to the Company's outstanding financing arrangements as of December 31, 2013.

Facility

Type of Facility

Rate

Amount
Outstanding

Amount
Available

Maturity DateBNP Facility

Prime Brokerage


L + 1.10
%
$
60,000

$
140,000

September 27, 2014(1)Citibank Credit Facility

Revolving


L + 2.50
%
$
174,174

$
826

May 24, 2015Deutsche Bank Credit Facility

Revolving


L + 1.80
%
$
240,000




June 24, 2014Natixis Credit Facility

Revolving


L + 2.40
%
$
150,000




July 11, 2023


(1)As
described below, the BNP facility generally is terminable upon 270 days' notice by either party. As of December 31, 2013, neither Berwyn
Funding nor BNP had provided notice of its intent to terminate the facility.


BNP Facility

On December 11, 2013, Berwyn Funding LLC, or Berwyn Funding, the Company's wholly-owned, special-purpose financing
subsidiary, entered into a committed facility arrangement, or the BNP facility, with BNP Paribas Prime Brokerage, Inc., or BNP, pursuant to which Berwyn Funding may borrow, from time to time,
up to $200,000 from BNP. The BNP facility was effected through a committed facility agreement by and between Berwyn Funding and BNP, or the committed facility agreement, a U.S. PB Agreement by and
between Berwyn Funding and BNP and a special custody and pledge agreement by and among Berwyn Funding, BNP and State Street Bank and Trust Company, or State Street, as custodian, each dated as of
December 11, 2013, and which are collectively referred to herein as the BNP financing agreements.

The
Company may contribute securities to Berwyn Funding from time to time, subject to certain restrictions set forth in the committed facility agreement, and will retain a residual
interest in any securities contributed through its ownership of Berwyn Funding or will receive fair market value for any securities sold to Berwyn Funding. Berwyn Funding may purchase additional
securities from various sources. Berwyn Funding has appointed the Company to manage its portfolio of securities pursuant to the terms of an investment management agreement. Berwyn Funding will pledge
certain of its securities

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FS Energy and Power Fund

Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)



Note 8. Financing Arrangements (Continued)

as
collateral to secure borrowings under the BNP facility. Such pledged securities will be held in a segregated custody account with State Street. The value of securities required to be pledged by
Berwyn Funding is determined in accordance with the margin requirements described in the BNP financing agreements. Berwyn Funding's obligations to BNP under the facility are secured by a first
priority security interest in substantially all of the assets of Berwyn Funding, including its portfolio of securities. The obligations of Berwyn Funding under the facility are non-recourse to the
Company and the Company's exposure under the facility is limited to the value of the Company's investment in Berwyn Funding.

Borrowings
under the BNP facility accrue interest at a rate equal to the three-month London Interbank Offered Rate, or LIBOR, plus 1.10% per annum. Interest is payable monthly in
arrears. Berwyn Funding is required to pay a non-usage fee to the extent the aggregate principal amount available under the facility is not borrowed. Berwyn Funding may terminate the committed
facility agreement upon 270 days' notice. Absent a default or facility termination event, BNP is required to provide Berwyn Funding with 270 days' notice prior to terminating or amending
the committed facility agreement.

As
of December 31, 2013, $60,000 was outstanding under the BNP facility. The carrying amount of the amount outstanding under the facility approximates its fair value. The Company
incurred costs of $299 in connection with obtaining the facility, which the Company has recorded as deferred financing costs on its consolidated balance sheets and amortizes to interest expense over
the 270 day period following the closing date of the BNP facility. As of December 31, 2013, $275 of such deferred financing costs had yet to be amortized to interest expense.

The
effective interest rate under the BNP facility was 1.35% per annum as of December 31, 2013. Interest is payable monthly in arrears and commenced on January 2, 2014. The
Company recorded interest expense of $102 for the year ended December 31, 2013, of which $24 related to the amortization of deferred financing costs and $50 related to commitment fees on the
unused portion of the facility. The Company did not pay any interest expense for the year ended December 31, 2013. The average borrowings under the facility for the period since the Company
commenced borrowing thereunder to December 31, 2013 were $38,000, with a weighted average interest rate of 3.52%, which includes commitment fees on the unused portion of the facility.

In
connection with the BNP facility, Berwyn Funding has made certain representations and warranties and is required to comply with various covenants, reporting requirements and other
customary requirements for similar facilities. In addition to customary events of default and termination events included in financing transactions, the BNP financing agreements contain the following
additional events of default and termination events, among others: (a) the occurrence of a default or similar condition under certain third-party contracts by the Company and Berwyn Funding;
(b) any change in BNP's interpretation of applicable law that, in the reasonable opinion of counsel to BNP, has the effect of impeding or prohibiting the facility; (c) certain events of
insolvency or bankruptcy by the Company or Berwyn Funding; (d) specified material reductions in the Company's or Berwyn Funding's net asset value; (e) any change in the Company's
fundamental or material investment policies; and (f) the termination of the investment advisory and administrative services agreement or if FS Advisor otherwise ceases to act as investment
adviser to the Company and is not immediately replaced by an affiliate or other investment adviser acceptable to BNP.

Under
the terms of the BNP financing agreements, BNP has the ability to borrow a portion of the pledged collateral, or, collectively, the rehypothecated securities, subject to certain
limits. Berwyn Funding receives a fee from BNP in connection with any rehypothecated securities. Berwyn Funding may designate any security within the pledged collateral as ineligible to be a
rehypothecated security,

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FS Energy and Power Fund

Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)



Note 8. Financing Arrangements (Continued)

provided
there are eligible securities within the segregated custody account in an amount equal to the outstanding borrowings owed by Berwyn Funding to BNP. Berwyn Funding may recall any
rehypothecated security at any time and BNP must return such security or an equivalent security within a commercially reasonable period. In the event BNP does not return the security, Berwyn Funding
will have the right to, among other things, apply and set off an amount equal to 100% of the then-current fair market value of such rehypothecated securities against any outstanding borrowings owed to
BNP under the facility. Rehypothecated securities are marked-to-market daily and if the value of all rehypothecated securities exceeds 100% of the outstanding borrowings owed by Berwyn Funding under
the facility, BNP may either reduce the amount of rehypothecated securities to eliminate such excess or deposit into the segregated custody account an amount of cash equal to such excess. Berwyn
Funding will continue to receive interest and the scheduled repayment of principal balances on rehypothecated securities.

Borrowings
of Berwyn Funding will be considered borrowings by the Company for purposes of complying with the asset coverage requirements under the 1940 Act applicable to BDCs.

Citibank Credit Facility

On May 24, 2013, EP Funding LLC, or EP Funding, the Company's wholly-owned, special-purpose financing subsidiary, entered
into a revolving credit facility, or the Citibank credit facility, with Citibank, as administrative agent, and the financial institutions and other lenders from time to time party thereto. The
Citibank credit facility provides for borrowings in an aggregate principal amount up to $175,000 on a committed basis.

The
Company may contribute cash or debt securities to EP Funding from time to time, subject to certain restrictions set forth in the Citibank credit facility, and will retain a residual
interest in any assets contributed through its ownership of EP Funding or will receive fair market value for any debt securities sold to EP Funding. EP Funding may purchase additional debt securities
from various sources. EP Funding has appointed the Company to manage its portfolio of debt securities pursuant to the terms of an investment management agreement. EP Funding's obligations to Citibank
under the facility are secured by a first priority security interest in substantially all of the assets of EP Funding, including its portfolio of debt securities. The obligations of EP Funding under
the facility are non-recourse to the Company and the Company's exposure under the facility is limited to the value of the Company's investment in EP Funding.

Borrowings
under the Citibank credit facility accrue interest at a rate equal to three-month LIBOR plus 2.50% per annum during the first eighteen months of the facility and three-month
LIBOR plus 2.75% per annum thereafter. Borrowings under the facility are subject to compliance with an equity coverage ratio with respect to the current value of EP Funding's portfolio and a loan
compliance test with respect to the initial acquisition of each debt security in EP Funding's portfolio.

Beginning
on August 21, 2013, EP Funding became subject to a non-usage fee to the extent that the aggregate principal amount available under the Citibank credit facility is not
borrowed. Outstanding borrowings under the facility will be amortized beginning on November 24, 2014. Any amounts borrowed under the facility will mature, and all accrued and unpaid interest
thereunder will be due and payable, on May 24, 2015.

As
of December 31, 2013, $174,174 was outstanding under the Citibank credit facility. The carrying amount of the amount outstanding under the facility approximates its fair value.
The Company incurred costs of $657 in connection with obtaining the facility, which the Company has recorded as deferred financing costs on its consolidated balance sheets and amortizes to interest
expense over the

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FS Energy and Power Fund

Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)



Note 8. Financing Arrangements (Continued)

life
of the facility. As of December 31, 2013, $458 of such deferred financing costs had yet to be amortized to interest expense.

The
effective interest rate under the Citibank credit facility was 2.81% per annum as of December 31, 2013. Interest is paid quarterly in arrears and commenced on
November 12, 2013. The Company recorded interest expense of $2,451 for the year ended December 31, 2013, of which $199 related to the amortization of deferred financing costs and $30
related to commitment fees on the unused portion of the facility. The Company paid $1,573 in interest expense for the year ended December 31, 2013. The average borrowings under the facility for
the period since the Company commenced borrowing thereunder to December 31, 2013 were $140,217, with a weighted average interest rate of 2.90%, which includes commitment fees on the unused
portion of the facility.

Under
the Citibank credit facility, EP Funding has made certain representations and warranties and is required to comply with various covenants, reporting requirements and other
customary requirements for similar facilities. In addition to customary events of default included in financing transactions, the facility contains the following events of default: (a) the
failure to make principal or interest payments within five business days of when due; (b) the insolvency or bankruptcy of EP Funding or the Company; (c) the failure of EP Funding to be
beneficially owned and controlled by the Company; (d) the resignation or removal of the Company as EP Funding's investment manager; and (e) GSO (or any affiliate thereof or any
replacement thereof approved in writing by Citibank) no longer serving as the investment sub-adviser to the Company. Upon the occurrence of an event of default, Citibank may declare the outstanding
principal and interest and all other amounts owing under the facility immediately due and payable. During the continuation of an event of default, EP Funding must pay interest at a default rate.

Borrowings
of EP Funding will be considered borrowings by the Company for purposes of complying with the asset coverage requirements under the 1940 Act applicable to BDCs.

Deutsche Bank Credit Facility

On June 24, 2011, FSEP Term Funding, LLC, or FSEP Funding, the Company's wholly-owned, special-purpose financing
subsidiary, entered into a revolving credit facility, or the Deutsche Bank credit facility, with Deutsche Bank AG, New York Branch, or Deutsche Bank, as administrative agent and the lender party
thereto, which provided for borrowings in an aggregate amount of up to $50,000. On May 30, 2012, August 28, 2012 and October 18, 2012, FSEP Funding and Deutsche Bank entered into
separate amendments to the Deutsche Bank credit facility which increased the aggregate borrowings available under the facility to $100,000, $175,000 and $240,000, respectively. On June 24,
2013, FSEP Funding and Deutsche Bank entered into an additional amendment to the Deutsche Bank credit facility which extended the maturity date of the facility to June 24, 2014 and consolidated
the existing four tranches of commitments under the facility into a single tranche of commitments with an aggregate principal amount of $240,000.

Under
the Deutsche Bank credit facility, the Company has transferred from time to time cash or securities to FSEP Funding as a contribution to capital and retains a residual interest in
the contributed cash or securities through the Company's ownership of FSEP Funding. The Company may contribute additional cash or securities to FSEP Funding from time to time and FSEP Funding may
purchase additional securities from various sources. FSEP Funding has appointed the Company to manage its portfolio of securities pursuant to the terms of an investment management agreement. FSEP
Funding's obligations to Deutsche Bank under the facility are secured by a first priority security interest in substantially all of the assets of FSEP Funding, including its portfolio of securities.
The obligations of

132

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Table of Contents

FS Energy and Power Fund

Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)



Note 8. Financing Arrangements (Continued)

FSEP
Funding under the facility are non-recourse to the Company and the Company's exposure under the facility is limited to the value of the Company's investment in FSEP Funding.

Pricing
under the Deutsche Bank credit facility is based on LIBOR for an interest period equal to the weighted average LIBOR interest period of eligible securities owned by FSEP Funding,
with the commitments under the facility bearing interest at the rate of LIBOR plus 1.80% per annum. FSEP Funding is subject to a non-usage fee to the extent that the aggregate principal amount
available under the facility is not borrowed. Any amounts borrowed under the Deutsche Bank credit facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on
June 24, 2014.

As
of December 31, 2013 and 2012, $240,000 and $185,232, respectively, was outstanding under the Deutsche Bank credit facility. The carrying amount of the amount outstanding under
the facility approximates its fair value. The Company incurred costs of $1,300 in connection with obtaining and amending the facility, which the Company has recorded as deferred financing costs on its
consolidated balance sheets and amortizes to interest expense over the life of the facility. As of December 31, 2013, $288 of such deferred financing costs had yet to be amortized to interest
expense.

The
effective interest rate under the Deutsche Bank credit facility was 2.04% per annum as of December 31, 2013. Interest is paid quarterly in arrears. The Company recorded
interest expense of $5,337, $2,132 and $274 for the years ended December 31, 2013, 2012 and 2011, respectively, of which $637, $331 and $44, respectively, related to the amortization of
deferred financing costs and $191, $85 and $118, respectively, related to commitment fees on the unused portion of the facility. The Company paid $4,546, $1,332 and $121 in interest expense for the
years ended December 31, 2013, 2012 and 2011, respectively. The average borrowings under the facility for the years ended December 31, 2013, 2012 and 2011 were $216,410, $81,825 and
$13,033, respectively, with a weighted average interest rate of 2.17%, 2.19% and 4.18%, respectively, which includes commitment fees on the unused portion of the facility.

Borrowings
under the Deutsche Bank credit facility are subject to compliance with a borrowing base, pursuant to which the amount of funds advanced to FSEP Funding varies depending upon
the types of assets in FSEP Funding's portfolio. The occurrence of certain events described as "Super-Collateralization Events" in the credit agreement that governs the Deutsche Bank credit facility,
or a decline in the Company's net asset value below a specified threshold, results in a lowering of the amount of funds that will be advanced against such assets. Super-Collateralization Events
include, without limitation: (i) certain key employees ceasing to be directors, principals, officers or investment managers of GSO; (ii) the bankruptcy or insolvency of GSO or FS
Advisor; (iii) GSO ceasing to act as the Company's sub-adviser or FS Advisor ceasing to act as the Company's investment adviser; (iv) the Company ceasing to act as FSEP Funding's
investment manager, becoming bankrupt or insolvent, defaulting on certain material agreements or failing to maintain a net asset value above a specified threshold; and (v) the Company, GSO or
FS Advisor committing fraud or other illicit acts in its or their investment advisory capacities.

In
connection with the Deutsche Bank credit facility, FSEP Funding has made certain representations and warranties and is required to comply with various covenants, reporting
requirements and other customary requirements for similar facilities. In addition to customary events of default included in financing transactions, the facility contains the following events of
default: (a) the failure to make principal payments when due or interest payments within three business days of when due; (b) borrowings under the facility exceeding the applicable
advance rates; (c) the purchase by FSEP Funding of certain ineligible assets; (d) the insolvency or bankruptcy of FSEP Funding or the Company; (e) the Company ceasing to act as
investment manager of FSEP Funding's assets; (f) the decline of the Company's net asset value below a specified threshold; and (g) fraud or other illicit acts

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FS Energy and Power Fund

Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)



Note 8. Financing Arrangements (Continued)

by
the Company, FS Advisor or GSO in its or their investment advisory capacities. During the continuation of an event of default, FSEP Funding must pay interest at a default rate.

Borrowings
of FSEP Funding will be considered borrowings by the Company for purposes of complying with the asset coverage requirements under the 1940 Act applicable to BDCs.

Natixis Credit Facility

On July 11, 2013, Energy Funding LLC, or Energy Funding, the Company's wholly-owned, special-purpose financing
subsidiary, entered into a revolving credit facility, or the Natixis credit facility, with Natixis, New York Branch, or Natixis, as administrative agent and lender, Wells Fargo Bank, National
Association, as collateral agent and custodian, and the other lenders from time to time party thereto. The Natixis credit facility provides for borrowings in an aggregate principal amount up to
$150,000 on a committed basis.

The
Company may contribute cash or debt securities to Energy Funding from time to time, subject to certain restrictions set forth in the Natixis credit facility, and will retain a
residual interest in any assets contributed through its ownership of Energy Funding or will receive fair market value for any debt securities sold to Energy Funding. Energy Funding may purchase
additional debt securities from various sources. Energy Funding has appointed the Company to manage its portfolio of debt securities pursuant to the terms of a collateral management agreement. Energy
Funding's obligations to the lenders under the facility are secured by a first priority security interest in substantially all of the assets of Energy Funding, including its portfolio of debt
securities. The obligations of Energy Funding under the facility are non-recourse to the Company and the Company's exposure under the facility is limited to the value of the Company's investment in
Energy Funding.

Borrowings
under the Natixis credit facility accrue interest at a rate equal to three-month LIBOR plus 2.40% per annum. Borrowings under the facility are subject to compliance with,
among other things, an overcollateralization ratio test with respect to the current value of Energy Funding's portfolio, an interest coverage ratio test with respect to the payments due under the
facility and eligibility criteria with respect to the initial acquisition of each debt security in Energy Funding's portfolio.

Energy
Funding is subject to a non-usage fee to the extent that the aggregate principal amount available under the Natixis credit facility is not borrowed. Any amounts borrowed under the
facility will mature, and all accrued and unpaid interest thereunder will be due and payable, on July 11, 2023.

As
of December 31, 2013, $150,000 was outstanding under the Natixis credit facility. The carrying amount of the amount outstanding under the facility approximates its fair value.
The Company incurred costs of $2,544 in connection with obtaining the facility, which the Company has recorded as deferred financing costs on its consolidated balance sheets and amortizes to interest
expense over the life of the facility. As of December 31, 2013, $2,424 of such deferred financing costs had yet to be amortized to interest expense.

The
effective interest rate under the Natixis credit facility was 2.94% per annum as of December 31, 2013. Interest is paid quarterly in arrears and commenced on
November 20, 2013. The Company recorded interest expense of $1,407 for the year ended December 31, 2013, of which $120 related to the amortization of deferred financing costs and $185
related to commitment fees on the unused portion of the facility. The Company paid $771 in interest expense for the year ended December 31, 2013. The average borrowings under the facility for
the period since the Company commenced borrowing thereunder to December 31, 2013 were $118,820, with a weighted average

134

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Table of Contents

FS Energy and Power Fund

Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)



Note 8. Financing Arrangements (Continued)

interest
rate of 2.99%, which includes commitment fees on the unused portion of the facility for such period.

In
connection with the Natixis credit facility, Energy Funding has made certain representations and warranties and is required to comply with various covenants, reporting requirements
and other customary requirements for similar facilities. In addition to customary events of default included in financing transactions, the facility contains the following events of default:
(a) the failure to make principal payments when due or interest payments within five business days of when due; (b) Energy Funding becoming an investment company required to be
registered under the 1940 Act; (c) certain events of insolvency or bankruptcy of Energy Funding; (d) the resignation or removal of the Company as Energy Funding's collateral manager;
(e) FS Advisor or any replacement thereof approved in writing by the majority lenders no longer serving as the investment adviser to the Company; and (f) GSO or any replacement thereof
approved in writing by the majority lenders no longer serving as the investment sub-adviser to the Company. Upon the occurrence of an event of default, the majority lenders or Natixis (acting at the
direction of the majority lenders) may declare the outstanding principal and interest and all other amounts owing under the facility immediately due and payable. During the continuation of an event of
default, Energy Funding must pay interest at a default rate.

Borrowings
of Energy Funding will be considered borrowings by the Company for purposes of complying with the asset coverage requirements under the 1940 Act applicable to BDCs.

Total Return Swap

On May 24, 2013, the Company's wholly-owned, special-purpose financing subsidiary, EP Investments, and Citibank entered into a
Termination Acknowledgment (TRS), or the termination acknowledgment, pursuant to which EP Investments and Citibank agreed to immediately terminate the TRS Agreement and all transactions thereunder.

The
TRS was for a portfolio of senior secured floating rate loans and other debt securities with a maximum notional amount of $200,000. EP Investments received from Citibank all interest
and fees payable in respect of the assets underlying the TRS. EP Investments paid to Citibank interest at a rate equal to one-month LIBOR plus 1.30% per annum on the full notional amount of the assets
subject to the TRS. In addition, upon the termination or repayment of any asset subject to the TRS, EP Investments either received from Citibank the appreciation in the value of such asset or paid to
Citibank any depreciation in the value of such asset.

EP
Investments was permitted to terminate the TRS upon prior written notice to Citibank, and no termination fee was payable in connection with the termination of the TRS.

Upon
the termination of the TRS, the Company recognized $9,011 of gains, $2,467 of which represented periodic net settlement payments due on the TRS.

135

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Table of Contents

FS Energy and Power Fund

Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)



Note 9. Financial Highlights

The following is a schedule of financial highlights of the Company for the years ended December 31, 2013, 2012 and 2011. The Company has omitted the financial highlights for the
period from September 16, 2010 (Inception) to December 31, 2010 since the Company did not have operations as of December 31, 2010.

Year Ended December 31,2013

2012

2011Per Share Data:(1)Net asset value, beginning of period

$
9.34

$
8.74

$
8.91Results of operations(2)Net investment income (loss)


0.58


0.33


0.16Net realized and unrealized appreciation (depreciation) on investments and total return swap and gain/loss on foreign currency


0.36


1.05


0.07​
​
​
​
​
​
​
​
​
​
​Net increase (decrease) in net assets resulting from operations


0.94


1.38


0.23​
​
​
​
​
​
​
​
​
​
​Shareholder distributions(3)Distributions from net investment income


(0.65
)

(0.49
)

(0.27
)Distributions from net realized gain on investments


(0.01
)

(0.10
)

(0.01
)Distributions representing tax return of capital





(0.04
)

​
​
​
​
​
​
​
​
​
​
​Net decrease in net assets resulting from shareholder distributions


(0.66
)

(0.63
)

(0.28
)​
​
​
​
​
​
​
​
​
​
​Capital share transactionsIssuance of common shares(4)


0.09


0.02


0.10Repurchases of common shares(5)








Offering costs(2)


(0.05
)

(0.12
)

(0.39
)Payments to investment adviser for offering and organization costs(2)





(0.07
)

(0.26
)Capital contributions of investment adviser(2)





0.02


0.43​
​
​
​
​
​
​
​
​
​
​Net increase (decrease) in net assets resulting from capital share transactions


0.04


(0.15
)

(0.12
)​
​
​
​
​
​
​
​
​
​
​Net asset value, end of period

$
9.66

$
9.34

$
8.74​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​Shares outstanding, end of period


173,532,259


64,524,909


7,746,643​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​Total return(6)


10.49
%

14.07
%

1.23
%​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​Ratio/Supplemental Data:Net assets, end of period

$
1,676,237

$
602,889

$
67,685​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​Ratio of net investment income to average net assets(7)


6.04
%

3.64
%

1.83
%​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​Ratio of total expenses to average net assets(7)


5.89
%

7.09
%

4.11
%Ratio of expenses reimbursed by sponsor to average net assets(7)





(0.51
)%

(2.03
)%Ratio of expense recoupment payable to sponsor to average net assets(7)





0.51
%

​
​
​
​
​
​
​
​
​
​
​Ratio of net expenses to average net assets(7)


5.89
%

7.09
%

2.08
%​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​Portfolio turnover


53.26
%

75.24
%

12.77
%​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​


(1)The
share information utilized to determine per share data for the years ended December 31, 2012 and 2011 has been retroactively adjusted to reflect
the share distribution discussed in Note 5.(2)The
per share data was derived by using the weighted average shares outstanding during the applicable period.(3)The
per share data for distributions reflects the actual amount of distributions paid per share (as adjusted for share distributions) during the applicable
period.(4)The
issuance of common shares on a per share basis reflects the incremental net asset value changes as a result of the issuance of common shares in the
Company's continuous public offering and pursuant to the Company's distribution reinvestment plan. The issuance of common shares at an offering price, net of sales


136

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Table of Contents

FS Energy and Power Fund

Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)



Note 9. Financial Highlights (Continued)

commissions
and dealer manager fees, that is greater than the net asset value per share results in an increase in net asset value per share. (5)The
per share impact of the Company's repurchases of common shares is a reduction to net asset value of less than $0.01 per share during the period.(6)The
total return for each year presented was calculated by taking the net asset value per share as of the end of the applicable year, adding the cash
distributions per share which were declared during the applicable calendar year and dividing the total by the net asset value per share at the beginning of the applicable year. The 2011 total return
is based on an initial investment at $8.91 per share, which represents the initial offering price per share, net of sales commissions and dealer manager fees, after taking into account the share
distribution to shareholders described in Note 5. The total return does not consider the effect of the sales load from the sale of the Company's common shares. The total return includes the
effect of the issuance of common 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 in the table should not be considered a representation of the Company's future total return, which may be greater or less than the return shown in the table due to a number of factors,
including the Company's ability or inability to make investments in companies that meet its investment criteria, the interest rate payable on the debt securities the Company acquires, the level of the
Company's expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which the Company encounters competition in its markets and general
economic conditions. As a result of these factors, results for any previous period should not be relied upon as being indicative of performance in future periods. The total return calculations set
forth above represent the total return on the Company's investment portfolio during the applicable period and are calculated in accordance with GAAP. These return figures do not represent an actual
return to shareholders.(7)Weighted
average net assets during the years ended December 31, 2013 and 2012 and the period from July 18, 2011 (commencement of operations)
through December 31, 2011 are used for this calculation. Ratios for the period from July 18, 2011 (commencement of operations) through December 31, 2011 are not annualized. The
following is a schedule of supplemental ratios for the years ended December 31, 2013, 2012 and 2011:


Year Ended
December 31,2013

2012

2011Ratio of accrued capital gains incentive fees to average net assets


0.75
%

2.30
%

0.19
%Ratio of subordinated income incentive fees to average net assets


0.69
%




Ratio of interest expense to average net assets


0.84
%

0.77
%

0.79
%Ratio of income and excise taxes to average net assets


0.07
%









137

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Table of Contents

FS Energy and Power Fund

Notes to Consolidated Financial Statements (Continued)
(in thousands, except share and per share amounts)



Note 10. Selected Quarterly Financial Data (Unaudited)

The following is the quarterly results of operations for the years ended December 31, 2013 and 2012. The following information reflects all normal recurring adjustments necessary
for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period.

Quarter EndedDecember 31,
2013

September 30,
2013

June 30,
2013

March 31,
2013Investment income

$
51,328

$
35,591

$
24,172

$
20,911Operating expensesTotal expenses


28,631


16,014


8,601


11,952​
​
​
​
​
​
​
​
​
​
​
​
​
​Net investment income


22,697


19,577


15,571


8,959Realized and unrealized gain (loss)


22,320


9,329


(8,125
)

18,042​
​
​
​
​
​
​
​
​
​
​
​
​
​Net increase (decrease) in net assets resulting from operations

$
45,017

$
28,906

$
7,446

$
27,001​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​Per share information-basic and dilutedNet investment income

$
0.14

$
0.15

$
0.16

$
0.12​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​Net increase (decrease) in net assets resulting from operations

$
0.28

$
0.23

$
0.07

$
0.36​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​Weighted average shares outstanding


160,041,263


126,833,608


100,028,169


75,360,255​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​




Quarter EndedDecember 31,
2012

September 30,
2012

June 30,
2012

March 31,
2012Investment income

$
14,239

$
8,671

$
4,337

$
2,718Operating expensesTotal expenses


9,106


6,851


1,867


1,979Less: Expense reimbursement from sponsor








631


801Add: Expense recoupment to sponsor


1,083


349





​
​
​
​
​
​
​
​
​
​
​
​
​
​Net expenses


10,189


7,200


1,236


1,178​
​
​
​
​
​
​
​
​
​
​
​
​
​Net investment income


4,050


1,471


3,101


1,540Realized and unrealized gain (loss)


15,110


15,818


(1,430
)

2,603​
​
​
​
​
​
​
​
​
​
​
​
​
​Net increase (decrease) in net assets resulting from operations

$
19,160

$
17,289

$
1,671

$
4,143​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​Per share information-basic and dilutedNet investment income

$
0.07

$
0.04

$
0.15

$
0.14​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​Net increase (decrease) in net assets resulting from operations

$
0.35

$
0.48

$
0.08

$
0.38​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​Weighted average shares outstanding(1)


54,468,833


36,357,952


20,784,076


10,889,229​
​
​
​
​
​
​
​
​
​
​
​
​
​​
​
​
​
​
​
​
​
​
​
​
​
​
​


(1)The
weighted average share information for the quarter ended March 31, 2012 has been retroactively adjusted to reflect the share distribution
discussed in Note 5.


The
sum of quarterly per share amounts does not necessarily equal per share amounts reported for the years ended December 31, 2013 and 2012. This is due to changes in the number
of weighted-average shares outstanding and the effects of rounding for each period.

138

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Table of Contents

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.    Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports
filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to
our management, including our chief executive officer and chief financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the
disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired
control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As
required by Exchange Act Rule 13(a)-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our chief executive
officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2013. Based on the foregoing, our chief
executive officer and chief financial officer concluded that our disclosure controls and procedures were (a) designed to ensure that the information we are required to disclose in our reports
under the Exchange Act is recorded, processed and reported in an accurate manner and on a timely basis and the information that we are required to disclose in our Exchange Act reports is accumulated
and communicated to management to permit timely decisions with respect to required disclosure and (b) operating in an effective manner.

Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in
Exchange Act Rules 13a-15(f) and 15d-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal
financial officers, or persons performing similar functions, and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Our
internal control over financial reporting includes those policies and procedures that:

1.     Pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the Company's transactions and the dispositions of assets of the Company;

2.     Provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of our management and board of directors; and

3.     Provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material
effect on the financial statements.

Because
of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation and
presentation and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management's
report on internal control over financial reporting is set forth above under the heading "Management's Report on Internal Control over Financial Reporting" in Item 8
of this annual report on Form 10-K.

139

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Table of Contents

Attestation Report of the Registered Public Accounting Firm

Our registered public accounting firm has issued an attestation report on our internal control over financial reporting. This report
appears on page 94.

Changes in Internal Control Over Financial Reporting

During our fourth quarter of 2013, there has been no change in our internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) or 15d-15(f)) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.    Other Information.

None.

140

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Table of Contents

PART III

We will file a definitive Proxy Statement for our 2014 Annual Meeting of Shareholders with the SEC, pursuant to
Regulation 14A promulgated under the Exchange Act, not later than 120 days after the end of our fiscal year. Accordingly, certain information required by Part III has been omitted
under General Instruction G(3) to Form 10-K. Only those sections of our definitive Proxy Statement that specifically address the items set forth herein are incorporated by reference.

Item 10.    Directors, Executive Officers and Corporate Governance

The information required by Item 10 is hereby incorporated by reference from the Company's definitive Proxy Statement relating
to the Company's 2014 Annual Meeting of
Shareholders, to be filed with the SEC within 120 days following the end of the Company's fiscal year.

Item 11.    Executive Compensation

The information required by Item 11 is hereby incorporated by reference from the Company's definitive Proxy Statement relating
to the Company's 2014 Annual Meeting of Shareholders, to be filed with the SEC within 120 days following the end of the Company's fiscal year.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by Item 12 is hereby incorporated by reference from the Company's definitive Proxy Statement relating
to the Company's 2014 Annual Meeting of Shareholders, to be filed with the SEC within 120 days following the end of the Company's fiscal year.

Item 13.    Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 is hereby incorporated by reference from the Company's definitive Proxy Statement relating
to the Company's 2014 Annual Meeting of Shareholders, to be filed with the SEC within 120 days following the end of the Company's fiscal year.

Item 14.    Principal Accountant Fees and Services

The information required by Item 14 is hereby incorporated by reference from the Company's definitive Proxy Statement relating
to the Company's 2014 Annual Meeting of Shareholders, to be filed with the SEC within 120 days following the end of the Company's fiscal year.

141

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Table of Contents

PART IV

Item 15.    Exhibits, Financial Statement Schedules

a. Documents Filed as Part of this Report

The following financial statements are set forth in Item 8:



PageManagement's Report on Internal Control over Financial Reporting

93Report of Independent Registered Public Accounting Firm

94Report of Independent Registered Public Accounting Firm

95Consolidated Balance Sheets as of December 31, 2013 and 2012

96Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and
2011

97Consolidated Statements of Changes in Net Assets for the years ended December 31, 2013, 2012 and
2011

98Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and
2011

99Consolidated Schedules of Investments as of December 31, 2013 and 2012

100Notes to Consolidated Financial Statements

108


b. Exhibits

Please note that the agreements included as exhibits to this annual report on Form 10-K are included to provide information
regarding their terms and are not intended to provide any other factual or disclosure information about FS Energy and Power Fund or the other parties to the agreements. The agreements contain
representations and warranties by each of the parties to the applicable agreement that have been made solely for the benefit of the other parties to the applicable agreement and may not describe the
actual state of affairs as of the date they were made or at any other time.

The
following exhibits are filed as part of this annual report or hereby incorporated by reference to exhibits previously filed with the SEC:

3.1

Third Amended and Restated Declaration of Trust of FS Energy and Power Fund.(Incorporated by reference to Exhibit 3.1 to FS Energy and Power Fund's Current Report on Form 8-K filed on
March 13, 2012.)3.2

Amended and Restated Bylaws of FS Energy and Power Fund.(Incorporated by reference to Exhibit 3.2 to FS Energy and Power Fund's Current Report on Form 8-K filed on March 13,
2012.)4.1

Form of Subscription Agreement.(Incorporated by reference to Appendix A filed with FS Energy and Power Fund's final prospectus on Form 497 (File No. 333-169679) filed on
June 4, 2012.)4.2

Amended and Restated Distribution Reinvestment Plan of FS Energy and Power Fund.(Incorporated by reference to Exhibit 4.1 to FS Energy and Power Fund's Current Report on Form 8-K
filed on November 14, 2011.)10.1

Investment Advisory and Administrative Services Agreement, dated as of April 28, 2011, by and between FS Energy and Power Fund and FS Investment Advisor, LLC.(Incorporated by
reference to Exhibit (g)(1) filed with Amendment No. 3 to FS Energy and Power Fund's registration statement on Form N-2 (File No. 333-169679) filed on May 6, 2011.)10.2

Amendment No. 1 dated as of August 10, 2012, to Investment Advisory and Administrative Services Agreement, dated as of April 28, 2011, by and between FS Energy and Power Fund and FS Investment Advisor,
 LLC.(Incorporated by reference to Exhibit 10.2 to FS Energy and Power Fund's Quarterly Report on Form 10-Q filed on August 14, 2012.)


142

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Table of Contents

10.3

Investment Sub-advisory Agreement, dated as of April 28, 2011, by and between FS Investment Advisor, LLC and GSO Capital Partners LP.(Incorporated by reference to Exhibit (g)(2)
filed with Amendment No. 3 to FS Energy and Power Fund's registration statement on Form N-2 (File No. 333-169679) filed on May 6, 2011.)10.4

Dealer Manager Agreement, dated as of April 28, 2011, by and between FS Energy and Power Fund and FS2 Capital Partners, LLC.(Incorporated by reference to Exhibit (h)(1) filed
with Amendment No. 3 to FS Energy and Power Fund's registration statement on Form N-2 (File No. 333-169679) filed on May 6, 2011.)10.5

Form of Selected Dealer Agreement(Included as Appendix A to the Dealer Manager Agreement). (Incorporated by reference to Exhibit (h)(1) filed with Amendment No. 3 to FS Energy
and Power Fund's registration statement on Form N-2 (File No. 333-169679) filed on May 6, 2011.)10.6

Custodian Agreement, dated as of November 14, 2011, by and between State Street Bank and Trust Company and FS Energy and Power Fund.(Incorporated by reference to Exhibit 10.6 to FS
Energy and Power Fund's Quarterly Report on Form 10-Q filed on November 14, 2011.)10.7

Escrow Agreement, dated as of March 29, 2011, by and between FS Energy and Power Fund and UMB Bank, N.A.(Incorporated by reference to Exhibit (k) filed with Amendment No. 3 to FS
Energy and Power Fund's registration statement on Form N-2 (File No. 333-169679) filed on May 6, 2011.)10.8

Credit Agreement, dated as of June 24, 2011, by and among FSEP Term Funding, LLC, Deutsche Bank AG, New York Branch, and the other lenders party thereto.(Incorporated by reference to
Exhibit 10.7 to FS Energy and Power Fund's Quarterly Report on Form 10-Q filed on June 27, 2011.)10.9

First Amendment to Credit Agreement, dated as of May 30, 2012, by and among FSEP Term Funding, LLC, Deutsche Bank AG, New York Branch, and the other lenders party thereto.(Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund's Current Report on Form 8-K filed on May 30, 2012.)10.10

Second Amendment to Credit Agreement, dated as of August 28, 2012, by and among FSEP Term Funding, LLC, Deutsche Bank AG, New York Branch, and the other lenders party thereto.(Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund's Current Report on Form 8-K filed on August 30, 2012.)10.11

Third Amendment to Credit Agreement, dated as of October 18, 2012, by and among FSEP Term Funding, LLC, Deutsche Bank AG, New York Branch, and the other lenders party thereto.(Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund's Current Report on Form 8-K filed on October 18, 2012.)10.12

Fourth Amendment to Credit Agreement, dated as of June 24, 2013, by and among FSEP Term Funding, LLC and Deutsche Bank AG, New York Branch.(Incorporated by reference to
Exhibit 10.1 to FS Energy and Power Fund's Current Report on Form 8-K filed on June 25, 2013.)10.13

Asset Contribution Agreement, dated as of June 24, 2011, by and between FS Energy and Power Fund and FSEP Term Funding, LLC.(Incorporated by reference to Exhibit 10.8 to FS
Energy and Power Fund's Quarterly Report on Form 10-Q filed on June 27, 2011.)10.14

Investment Management Agreement, dated as of June 24, 2011, by and between FS Energy and Power Fund and FSEP Term Funding, LLC.(Incorporated by reference to Exhibit 10.9 to FS
Energy and Power Fund's Quarterly Report on Form 10-Q filed on June 27, 2011.)10.15

Security Agreement, dated as of June 24, 2011, by and between FSEP Term Funding, LLC and Deutsche Bank AG, New York Branch.(Incorporated by reference to Exhibit 10.10 to FS
Energy and Power Fund's Quarterly Report on Form 10-Q filed on June 27, 2011.)10.16

ISDA 2002 Master Agreement, together with the Schedule thereto and Credit Support Annex to such Schedule, each dated as of August 11, 2011, by and between EP Investments LLC and Citibank, N.A.(Incorporated by reference to Exhibit 10.11 to FS Energy and Power Fund's Quarterly Report on Form 10-Q filed on August 15, 2011.)


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10.17

Termination and Release Acknowledgement, dated as of May 11, 2012, by Citibank N.A. in favor of FS Energy and Power Fund.(Incorporated by reference to Exhibit 10.15 to FS Energy and Power
Fund's Quarterly Report on Form 10-Q filed on May 15, 2012.)10.18

Amendment Agreement, dated as of May 11, 2012, to the ISDA 2002 Master Agreement, together with the Schedule thereto and Credit Support Annex to such Schedule, by and between EP Investments LLC and Citibank,
N.A.(Incorporated by reference to Exhibit 10.16 to FS Energy and Power Fund's Quarterly Report on Form 10-Q filed on May 15, 2012.)10.19

Amended and Restated Confirmation Letter Agreement, dated as of May 11, 2012, by and between EP Investments LLC and Citibank, N.A.(Incorporated by reference to Exhibit 10.17 to
FS Energy and Power Fund's Quarterly Report on Form 10-Q filed on May 15, 2012.)10.20

Amended and Restated Confirmation Letter Agreement, dated as of October 11, 2012, by and between EP Investments LLC and Citibank, N.A.(Incorporated by reference to Exhibit 10.1
to FS Energy and Power Fund's Current Report on Form 8-K filed on October 12, 2012.)10.21

Termination Acknowledgment (TRS), dated as of May 24, 2013, by and between EP Investments LLC and Citibank, N.A.(Incorporated by reference to Exhibit 10.1 to FS Energy and Power
Fund's Current Report on Form 8-K filed on May 31, 2013.)10.22

Loan Agreement, dated as of May 24, 2013, by and among EP Funding LLC, the financial institutions and other lenders from time to time party thereto and Citibank, N.A., as administrative agent.(Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund's Current Report on Form 8-K filed on May 29, 2013.)10.23

Account Control Agreement, dated as of May 24, 2013, by and among EP Funding LLC, Citibank, N.A. and Virtus Group, LP.(Incorporated by reference to Exhibit 10.2 to FS Energy
and Power Fund's Current Report on Form 8-K filed on May 29, 2013.)10.24

Security Agreement, dated as of May 24, 2013, by and between EP Funding LLC and Citibank, N.A.(Incorporated by reference to Exhibit 10.3 to FS Energy and Power Fund's Current
Report on Form 8-K filed on May 29, 2013.)10.25

Investment Management Agreement, dated as of May 24, 2013, by and between the Company and EP Funding LLC.(Incorporated by reference to Exhibit 10.4 to FS Energy and Power Fund's
Current Report on Form 8-K filed on May 29, 2013.)10.26

Credit Agreement, dated as of July 11, 2013, by and among Energy Funding LLC, Natixis, New York Branch, Wells Fargo Bank, National Association and the other lenders from time to time party thereto.(Incorporated by reference to Exhibit 10.1 to FS Energy and Power Fund's Current Report on Form 8-K filed on July 16, 2013.)10.27

Securities Account Control Agreement, dated as of July 11, 2013, by and among Energy Funding LLC, Wells Fargo Bank, National Association and Wells Fargo Bank, National Association.(Incorporated by reference to Exhibit 10.2 to FS Energy and Power Fund's Current Report on Form 8-K filed on July 16, 2013.)10.28

Collateral Management Agreement, dated as of July 11, 2013, by and between FS Energy and Power Fund and Energy Funding LLC.(Incorporated by reference to Exhibit 10.3 to FS Energy
and Power Fund's Current Report on Form 8-K filed on July 16, 2013.)10.29

Amended and Restated Expense Support and Conditional Reimbursement Agreement, dated May 16, 2013, by and between the Company and Franklin Square Holdings, L.P.(Incorporated by
reference to Exhibit 99.1 to FS Energy and Power Fund's Current report on Form 8-K filed on May 17, 2013.)10.30

Committed Facility Agreement, dated as of December 11, 2013, by and between Berwyn Funding LLC and BNP Paribas Prime Brokerage, Inc.(Incorporated by reference to
Exhibit 10.1 to FS Energy and Power Fund's Current Report on Form 8-K filed on December 17, 2013.)10.31

U.S. PB Agreement, dated as of December 11, 2013, by and between Berwyn Funding LLC and BNP Paribas Prime Brokerage, Inc.(Incorporated by reference to Exhibit 10.2 to FS
Energy and Power Fund's Current Report on Form 8-K filed on December 17, 2013.)


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10.32

Special Custody and Pledge Agreement, dated as of December 11, 2013, by and between Berwyn Funding LLC and BNP Paribas Prime Brokerage, Inc.(Incorporated by reference to
Exhibit 10.3 to FS Energy and Power Fund's Current Report on Form 8-K filed on December 17, 2013.)10.33

Investment Management Agreement, dated as of December 11, 2013, by and between the Company and Berwyn Funding LLC.(Incorporated by reference to Exhibit 10.4 to FS Energy and
Power Fund's Current Report on Form 8-K filed on December 17, 2013.)21.1*

Subsidiaries of FS Energy and Power Fund.31.1*

Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.31.2*

Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.32.1*

Certification of Chief Executive Officer pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2*

Certification of Chief Financial Officer pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


*Filed
herewith.


c. Financial statement schedules

No financial statement schedules are filed herewith because (1) such schedules are not required or (2) the information
has been presented in the aforementioned financial statements.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
annual report to be signed on its behalf by the undersigned, thereunto duly authorized.

FS ENERGY AND POWER FUNDDate: March 18, 2014

/s/ Michael C. Forman Michael C. Forman
Chief Executive Officer


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Pursuant
to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on behalf of the registrant and in the capacity and
on the dates indicated.

Date: March 18, 2014

/s/ Michael C. Forman Michael C. Forman
Chief Executive Officer and Trustee
(Principal Executive Officer)Date: March 18, 2014

/s/ Edward T. Gallivan, Jr. Edward T. Gallivan, Jr.
Chief Financial Officer
(Principal Accounting and Financial Officer)Date: March 18, 2014

/s/ David Adelman David Adelman
TrusteeDate: March 18, 2014

/s/ Sidney Brown Sidney Brown
TrusteeDate: March 18, 2014

/s/ Gregory P. Chandler Gregory P. Chandler
TrusteeDate: March 18, 2014

/s/ Richard Goldstein Richard Goldstein
TrusteeDate: March 18, 2014

/s/ Thomas J. Gravina Thomas J. Gravina
TrusteeDate: March 18, 2014

/s/ Michael Heller Michael Heller
TrusteeDate: March 18, 2014

/s/ Charles P. Pizzi Charles P. Pizzi
TrusteeDate: March 18, 2014

/s/ Richard W. Vague Richard W. Vague
TrusteeDate: March 18, 2014

/s/ R. Richard Williams R. Richard Williams
Trustee


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