Current Report Filing (8-k)
01 October 2022 - 5:17AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 28, 2022 |
FS Energy and Power Fund
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation) |
814-00841
(Commission
File Number) |
27-6822130
(I.R.S. Employer
Identification No.) |
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201 Rouse Boulevard
Philadelphia, Pennsylvania
(Address of principal executive offices) |
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19112
(Zip Code) |
Registrant’s telephone number, including area code: (215) 495-1150
None
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| □ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| □ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| □ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| □ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Trading
Symbol(s) |
Name
of Each Exchange on Which Registered |
N/A |
N/A |
N/A |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 2.02. |
Results of Operations and Financial Condition. |
On September 28, 2022, the board of
trustees (the “Board”) of FS Energy and Power Fund (the “Company”) declared a cash distribution. The cash
distribution will be in the amount and paid on or about the payment date set forth below to shareholders of record as of the record date
set forth below.
Record Date |
Payment Date |
Distribution Amount |
September 30, 2022 |
October 14, 2022 |
$0.03 |
Certain Information About Distributions
The determination of the tax attributes of the
Company’s distributions will be made annually as of the end of the Company’s fiscal year based upon its taxable income and
distributions paid, in each case, for the full year. Therefore, a determination as to the tax attributes of the distributions made on
an interim basis may not be representative of the actual tax attributes for a full year. The Company intends to update shareholders quarterly
with an estimated percentage of its distributions that resulted from taxable ordinary income. The actual tax characteristics of distributions
to shareholders will be reported to shareholders annually on Form 1099-DIV. The payment of future distributions on the Company’s
common shares is subject to the discretion of the Board and applicable legal restrictions and, therefore, there can be no assurance as
to the amount or timing of any such future distributions.
The Company may fund its cash distributions
to shareholders from any sources of funds legally available to it, including borrowings, net investment income from operations, capital
gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets and dividends or other distributions paid to
it on account of preferred and common equity investments in portfolio companies. The Company has not established limits on the amount
of funds it may use from available sources to make distributions. There can be no assurance that the Company will be able to pay distributions
at a specific rate or at all.
Forward-Looking Statements
This Current Report on Form 8-K may contain
certain forward-looking statements, including statements with regard to the future performance and operations of the Company. Words
such as “believes,” “expects,” “projects” and “future” or similar expressions are intended
to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting
future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking
statements, and some of these factors are enumerated in the filings the Company makes with the U.S. Securities and Exchange Commission. The
Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FS Energy and Power Fund |
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Date: |
September 30, 2022 |
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By: |
/s/ Stephen S. Sypherd |
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Stephen S. Sypherd |
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General Counsel |
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